UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             FORM 10-QSB

(Mark One)

[X]                           QUARTERLY REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2000

Or

[  ]                          TRANSITION REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number:

                             OneCap
      (Exact name of registrant as specified in its charter)

            Nevada                          88-0429535
(State or other jurisdiction of  (I.R.S. Employer Identification
incorporation or organization)                 No.)

5450 W. Sahara Ave., 2nd Floor,               89146
         Las Vegas, NV                      (Zip Code)
(Address of principal executive
           offices)

                         (702) 948-8800
      (Registrant's telephone number, including area code)

                               N/A
 (Former name, former address and former fiscal year, if changed
                       since last report)

   Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months (or
  for such shorter period that the registrant was required to file
 such reports), and (2) has been subject to such filing requirements
                        for the past 90 days.

                           Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                      THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all
  documents and reports required to be filed by Sections 12, 13 or
   15(d) of the Securities Exchange Act of 1934 subsequent to the
    distribution of securities under a plan confirmed by a court.

                           Yes [ ] No [ ]

                APPLICABLE ONLY TO CORPORATE ISSUERS:

  Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the latest practicable date:

                              8,811,618


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                               OneCap
                    (A Development Stage Company)


                          Table of Contents

                                                               Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets September 30, 2000 (Unaudited) and June 30,       4
2000

Statements of Income For The Three Months Ended September,       5
2000 and 1999 (Unaudited)

Statements of Changes in Stockholders' Equity For The Three      6
Months Ended September 30, 2000 and For The Year ended June
30, 2000 (Unaudited)

Statements of Cash Flows For The Three Months Ended September    7
30, 2000 and 1999 (Unaudited)

Notes to Financial Statements                                    8

Item 2. Management's Discussion and Plan of Operation           12

PART II - OTHER INFORMATION

Item 6. Exhibits                                                13


SIGNATURES                                                      14




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                               OneCap

                        FINANCIAL STATEMENTS

                          FOR PERIOD ENDING

                         September 30, 2000


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                               OneCap

                           BALANCE SHEETS

          SEPTEMBER 30, 2000 (UNAUDITED) AND JUNE 30, 2000


                                                As of       As of
                                              September    June 30,
ASSETS                                        30, 2000       2000
                                             (Unaudited)
                                              ----------   -------
Current assets:

Cash                                         $  843,500  $ 492,200
Accounts receivable (net of allowance for        28,514      1,200
doubtful accounts of $-0-)
Income tax receivable                                 0      2,700
                                              ---------  ---------
Total current assets                            872,014    496,100
Loan receivable, related party (Note 2)          38,002          0
Property and equipment (Notes 3 and 4)          101,124     31,300
Other assets (net of accumulated                 29,476      9,900
amortization of $2,434 and $2,000)            ---------  ---------
                                            $ 1,040,616  $ 537,300
                                            ===========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and other liabilities       $   63,303  $ 101,400
Income tax payable                              131,200          0
Note payable, current portion (Note 4)           45,350          0
                                             ----------  ---------
Total current liabilities                       239,853    101,400
                                             ----------  ---------
Note payable, net current portion (Note 4)       99,845         --
Total liabilities                               339,698    101,400
                                             ----------  ---------
Commitments and contingencies (Note 5)               --         --
Stockholders' equity (Note 6):
Preferred stock, $.001 par value; 5,000,000          --         --
shares authorized, No shares issued and
outstanding

Common stock, $.001 par value; 20,000,000         8,800      8,800
shares authorized, 8,811,618 shares issued
and outstanding
Additional paid-in capital                      422,500    422,500
Retained earnings                               269,618      4,600
                                              ---------   --------
                                                700,918    435,900
                                              ---------   --------
                                            $ 1,040,616  $ 537,300
                                             ==========   ========


   The Notes to Financial Statements are an integral part of this
                              statement


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                               OneCap

                        STATEMENTS OF INCOME

         FOR THE THREE MONTHS ENDED SEPTEMBER, 2000 AND 1999
                             (UNAUDITED)


                                             Three months ended
                                                September 30

                                             2000           1999
                                             -------     ---------
Revenues:
Loan fees and commissions                 $  697,869   $   146,218
                                            --------     ---------
Expenses:

General and administrative expenses          304,571        83,094
(Note 2)

Depreciation and amortization expense          4,668         1,210
                                             -------      --------
                                             309,239        84,304
                                             -------      --------
Income from operations                       388,630        61,914

Other income:

Interest income                               10,288           492
                                             -------      --------
Net income before income taxes               398,918        62,406

Income tax expense:

Current federal                              133,900             0

Deferred federal                                   0             0
                                             -------      --------
                                             133,900            --
Net income                                  --------      --------
                                           $ 265,018    $   62,406
                                            ========      ========
Earnings per common share                  $   0.030    $   624.06
                                            ========      ========
Weighted average number of common shares   8,811,618           100
outstanding                                =========     =========



   The Notes to Financial Statements are an integral part of this
                              statement


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                               OneCap

            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

          FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
                  FOR THE YEAR ENDED JUNE 30, 2000
                             (UNAUDITED)


                         Common Stock      Additi   Retained   Stockho
                                            onal    earnings    lders'
                        -----------------   paid-               Equity
                                             in
                                           capital
                         Shares    Amount
                        --------  -------   -------  --------  ---------
Balance, June 30, 1999       100     $--    $19,600   (1,000)   $ 18,600

November 1, 1999,      6,937,400   6,900         --       --       6,900
issuance of shares

May, 2000 issuance of  1,874,118   1,900    402,900       --     404,800
shares

Net income for the            --      --         --    5,600       5,600
year ended June 30,
2000
                       --------  -------   -------   -------   ---------
Balance, June 30,      8,811,618   8,800    422,500    4,600     435,900
2000

Net income for the                                   265,018     265,018
three months ended     --------  -------   -------   -------   ---------
September 30, 2000
Balance, September     8,811,618  $8,800  $ 422,500 $269,618   $ 700,918
30, 2000               ========  =======   =======   =======   =========



   The Notes to Financial Statements are an integral part of this
                              statement


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                               OneCap

                      STATEMENTS OF CASH FLOWS

       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (UNAUDITED)

                                             Three months ended
                                          September     September
                                           30, 2000     30, 1999
                                          ----------    ----------
Cash flows from operating activities:
Net income                                $  265,018     $  62,406
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization                  4,668         1,210
Increase in accounts receivable             (27,314)      (24,668)
Increase in other assets                    (20,010)             0
(Decrease) increase in accounts payable     (38,099)        23,678
and other liabilities
Increase in income tax payable               133,900             0
                                           ---------     ---------
Net cash provided by operating activities    318,163        62,626
                                           ---------     ---------
Cash flows from investing activities:
Additions to property and equipment         (74,056)       (6,577)
Increase in notes receivable, related       (38,002)             0
party                                      ---------     ---------
Net cash used in investing activities      (112,058)       (6,577)
                                           ---------     ---------
Cash flows from financing activities:
Proceeds from note payable                   150,000             0
Payments on note payable                     (4,805)             0
Issuance of stock                                  0             0
                                           ---------     ---------
Net cash provided by financing activities    145,195             0
                                           ---------     ---------
Net increase in cash                         351,300        56,049
Cash at beginning of period                  492,200           200
                                           ---------     ---------
Cash at end of period                     $  843,500     $  56,249
                                           =========     =========
Supplemental disclosure of cash flow
information:
Cash paid for interest expense              $  2,300          $  0
Cash paid for income taxes                    $  940          $  0
                                           =========    ==========



   The Notes to Financial Statements are an integral part of these
                             statements


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                               OneCap

                    NOTES TO FINANCIAL STATEMENTS

       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (UNAUDITED)


1. Basis of presentation:

  As  permitted by the Securities and Exchange Commission under Rule
   10-01  of  Regulation S-X, the accompanying financial  statements
   and  notes have been condensed and, therefore, do not contain all
   disclosures required by generally accepted accounting principles.
   For additional disclosures, refer to the Annual Report on Form 10-
   SB  of  the  Company  for the year ended June 30,  2000  ("Fiscal
   2000").

  In   the  opinion  of  the  Company,  the  accompanying  unaudited
   financial statements contain all adjustments, consisting only  of
   normal  recurring adjustments, necessary for a fair  presentation
   of the results for the interim periods.

  The  computations of earnings per common share are  based  on  the
   weighted average number of common shares outstanding.

  Results  of the interim periods are not necessarily indicative  of
  those to be expected for the full year.

2. Related party transactions:

  a. Note receivable, related party:

     In  August  2000,  the  Company signed a note  receivable  with
      Pacific  Properties & Development, LLC, a company owned  by  a
      majority  stockholder for $38,002.  The  note  is  secured  by
      furniture  and  equipment, bears interest at 10.5%  per  annum
      with monthly principal and interest payments of $1,235 and  is
      scheduled to mature in August 2003.

  b. Accounts payable:

     Accounts payable as of September 30, 2000 includes $14,664  due
      to Pacific Properties & Development, LLC.

  c. Revenues:

     The  majority  of  the  Company's  revenues  are  derived  from
      commercial  loan closings for related entities  in  which  one
      stockholder has an ownership interest and loans processed  for
      buyers  in  Southern  Nevada who purchase homes  developed  by
      Pacific Homes and other related entities under common control.


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                               OneCap

                    NOTES TO FINANCIAL STATEMENTS

       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (UNAUDITED)

2. Related party transactions (continued):

  d. Office space:

     During  the three months ended September 30, 1999, the  Company
      leased office space from an affiliated partnership on a month-
      to-month  basis.   The total rent paid for  office  space  was
      $8,085 for the three months ended September 30, 1999.

3. Property and equipment:

     Property and equipment at September 30, 2000 and June 30,  2000
   consisted of the following:

                                           September     June 30,
                                               30,        2000
                                              2000      (audited)
                                          (unaudited)
                                          -----------   --------
    Computer equipment                      $  26,700   $ 26,700
    Computer software                           4,900      4,900
    Furniture and equipment                    81,788      7,800
                                            ---------   --------
                                              113,388     39,400
    Less accumulated depreciation              12,264      8,100
                                            ---------   --------
                                            $ 101,124   $ 31,300
                                            =========   ========

4. Note payable:

  In  August, 2000, the Company signed a note payable agreement with
   a  bank, secured by furniture and equipment, bearing interest  at
   9.5%  per  annum, and scheduled to mature in August,  2003.   The
   note is personally guaranteed by a majority stockholder.


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                               OneCap

                    NOTES TO FINANCIAL STATEMENTS

       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (UNAUDITED)

4. Note payable (continued):

  The note payable is scheduled to mature as follows:

    For the year
       ending
     September 30,
   ---------------

        2001                      $   45,350

        2002                          49,851

        2003                          49,994
                                  ----------
       Total                      $  145,195
                                  ==========

5. Commitments and contingencies:

 Concentration of credit risk:

  In the normal course of business, the Company maintains cash at a
   financial institution in excess of federally insured limits.

 Employee benefit plan:

  The  Company  adopted a retirement savings plan for its  employees
   under  Section  401(k) of the Internal Revenue  Code.   The  plan
   allows employees of the Company to defer up to the lesser of  the
   Internal  Revenue Code prescribed maximum amount or 15% of  their
   income on a pre-tax basis through contributions to the plan.  The
   Company matches 25% of eligible employees' contributions up to  a
   maximum of 6% of their individual earnings.

  On  July 27, 2000, the Company adopted a stock option plan  for  a
   maximum  of  1,250,000  shares of common  stock.   The  Board  of
   Directors has the authority to issue stock options, the terms  of
   which  including, without limitation, vesting periods and  strike
   prices (but in no event can options be issued with a strike price
   less then 100% of current FMV of the stock price) may be fixed by
   the Board of Directors at its sole discretion.  Through September
   30, 2000 no stock options have been issued.


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                               OneCap

                    NOTES TO FINANCIAL STATEMENTS

       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (UNAUDITED)

5. Commitments and contingencies (continued):

  On  July  9,  2000,  the Company entered into an  operating  lease
   agreement  for corporate office space in Las Vegas, Nevada.   The
   lease  commenced on August 1, 2000 and expires January  31,  2003
   with  an  option  to renew for 20 months.  Monthly  payments  are
   $19,800  with  4% annual increases each year on  October  1.   In
   connection  with the lease, the Company entered into a  sub-lease
   agreement with Pacific Properties and Development, LLC, a company
   under common control.  The sub-lease commenced August 1, 2000 and
   expires  January 31, 2003 with an option to renew for 20  months.
   Under  the  agreement, the Company will receive $9,900 per  month
   with 4% annual increases each year on October 1.

6. Stockholders' equity:

  Restricted shares of common stock:

  7,356,418  of  the  total shares of common stock  outstanding  are
  restricted.

  Preferred stock:

  The  Board  of Directors has the authority to issue the  preferred
   stock,   the  terms  of  which  (including,  without  limitation,
   dividend  rates,  conversion  rights,  voting  rights,  terms  of
   redemption and liquidation preferences) may be fixed by the Board
   at  its  sole  discretion.  The holders of the  Company's  common
   stock  will not be entitled to vote upon such matters.  No shares
   of preferred stock of any series are outstanding and the Board of
   Directors  has  no  present intention to issue any  such  shares.
   Shares  of  preferred  stock issued  in  the  future  could  have
   conversion rights, which may result in the issuance of additional
   shares  of common stock, which could dilute the interest  of  the
   holders  of  common stock.  Such shares could  also  have  voting
   rights and liquidation preferences which are senior to the rights
   and  preferences of the common stock.  Additionally, such  shares
   could have dividend, redemption or other restrictive provisions.

  Warrants and options:

  There  are  no  warrants  or options outstanding  to  acquire  any
  additional shares of common stock.


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        Item 2. Management's Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about  our
business,  financial  condition  and  prospects  that  reflect   our
assumptions  and  beliefs based on information currently  available.
We  can  give no assurance that the expectations indicated  by  such
forward-looking  statements  will  be  realized.   If  any  of   our
assumptions  should  prove incorrect, or if any  of  the  risks  and
uncertainties  underlying such expectations should materialize,  our
actual  results  may differ materially from those indicated  by  the
forward-looking statements.

The key factors that are not within our control and that may have  a
direct bearing on operating results include, but are not limited to,
acceptance of our services, our ability to expand our customer base,
our  ability  to raise capital in the future, the retention  of  key
employees and changes in the regulation of our industry.

There  may  be other risks and circumstances that we are  unable  to
predict.   When  used  in  this Quarterly  Report,  words  such  as,
"believes,"    "expects,"   "intends,"    "plans,"    "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking  statements,  although there may be certain  forward-looking
statements  not  accompanied by such    expressions.   All  forward-
looking  statements are intended to be covered by  the  safe  harbor
created by Section 21E of the Securities Exchange Act of 1934.

General

OneCap (or the "Company"), a Nevada corporation, was incorporated on
June  7,  1999.   We are a full service realty and mortgage  company
specializing  in both residential and commercial transactions.   Our
goal  is to create a one-stop, full-service real estate company that
can  coordinate and handle all types of transactions from  start  to
finish.   We can assist clients in home sales, home purchases,  home
mortgages,  commercial  property acquisitions,  commercial  property
dispositions,  commercial financing, commercial leasing,  and  other
related real estate services.  Our management team brings many years
of experience in real estate service to their clients.

Results of Operations

OneCap  generated $697,869 in gross revenue for the  quarter  ending
September  30, 2000, a 377% increase compared to $146,218  of  gross
revenue  generated  in the same period ending  September  30,  1999.
General  and Administrative expenses also increased from $53,094  to
$304,571  during  the periods ending September  30,  1999  and  2000
respectively, a 267% increase.  Pretax net income rose from  $62,406
to  $398,918  during the period ending September 30,  1999  to  2000
respectively,  a 539% increase.  Net Income after tax  was  $265,018
for  the  quarter ending September 30, 2000 compared to $62,406  for
the quarter ending September 30, 1999, a 325% increase.  The Company
was  an  S-corporation in September 1999, and therefore had  no  tax
effect  for  that quarter.  Earnings per share were $0.030  for  the
quarter ended September 30, 2000.

Significant  revenues  generated include  a  non-recurring  property
acquisition  project  with  a related entity,  PH  LLC,  during  the
quarter  ended September 30, 2000 and the Company earned a total  of
$476,441  in  gross  revenue from this project.   The  Company  also
assisted  in  the closing of a 16.3 acre, $8,011,820  land  sale  to
HealthSouth  corporation in which the seller was a  related  entity,
Lake Mead Horizon LLC, and the company earned a total commission  of
$151,236.  We also assisted PH LLC, a related entity, in obtaining a
$4,000,000 land loan during the quarter, in which the Company earned
$20,000 in gross revenue.

During the quarter, OneCap relocated its offices to 5450 West Sahara
Avenue,  Second  Floor,  Las Vegas, Nevada  89146  and  invested  in
additional  equipment, workstations and furnishings  to  accommodate
our anticipated expansion.

Future Business

During  the next year, OneCap plans on expanding its client base  to
obtain suitable revenue growth to consistently maintain each of  its
four   divisions:  Commercial  Realty,  Commercial  Financing,  Home
Realty,  and  Home  Financing.   Currently,  the  Company  maintains
offices  in  Las  Vegas,  Nevada and is working  on  attracting  new
clients, expanding its business with existing clients, obtaining new
financing  sources and financing products and obtaining the  ability
to provide services in other markets.
At  the end of the quarter ended September 30, 2000, the company had
contracts  with 10 independent realtor agents who provide commercial
and  residential realty services to OneCap's clients.  We expect  to
continue  to grow the number of independent agents it has contracted
with in the future.

Liquidity and Capital Resources

Based  on  the  September 30, 2000 quarter ending  cash  balance  of
$843,500,  and  the  net income generated during  the  quarter,  the
company has sufficient liquidity to continue its current operations.


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                     PART II - OTHER INFORMATION

                          Item 6. Exhibits

Exhibit   Name and/or Identification of Exhibit
Number

  3       Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed June 7,
               1999.  Incorporated by reference to the exhibits to the
               Company's General Form For Registration Of Securities Of
               Small Business Issuers on Form 10-SB, previously filed
               with the Commission.

               (b)By-Laws of the Company adopted June 7, 1999.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.

  27      Financial Data Schedule

               Financial Data Schedule of OneCap ending September 30,
               2000

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                             SIGNATURES

Pursuant  to  the  requirements of the Exchange  Act  of  1934,  the
Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                               OneCap

                            (Registrant)


Date: October 31, 2000

By:  /s/ Vince Hesser

Vince Hesser, President and Director



/14/