U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2001

                                       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 000-30336

                                 FUTUREONE, INC.
        (Exact name of small business issuer as specified in its charter)

                              DEBTOR IN POSSESSION


                     NEVADA                            84-1383677
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)           Identification No.)


                  1880 Office Club Pointe                 80920-5002
                Colorado Springs, Colorado                (Zip Code)
              (Address of principal executive
                         offices)

                                 (719) 272-8222
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [  ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of May 10,  2001,  there were
16,629,301 shares of Common Stock, $.001 par value per share, outstanding.

Transitional Small Business Disclosure Format.

(Check one)   Yes [  ]  No [X]


<PAGE>



                                 FUTUREONE, INC.

                                      INDEX



                                                                         Page
 Part I:        Financial Information                                      3

      Item 1.   Financial Statements (Unaudited)                           3

                Condensed consolidated balance sheets  -
                March 31, 2001 and September 30, 2000                      3

                Condensed consolidated statements of operations -
                Three and Six months ended March 31, 2001 and 2000         4

                Condensed consolidated statements of cash flows  -
                Six months ended March 31, 2001 and 2000                   5

                Notes to condensed consolidated financial statements       6

      Item 2.   Management's Discussion and Analysis of Financial
                Condition or Plan of Operation                            11

 Part II:       Other Information                                         14

      Item 1.   Legal Proceedings                                         14

      Item 2.   Changes in Securities and Use of Proceeds                 14

      Item 3.   Defaults Upon Senior Securities                           15

      Item 4.   Submission of Matters to a Vote of Security Holders       15

      Item 5.   Other Information                                         15

      Item 6.   Exhibits and Reports on Form 8-K                          15

 Signatures                                                               18




                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

I. ITEM 1.    FINANCIAL STATEMENTS

                        FUTUREONE, INC. AND SUBSIDIARIES
                              DEBTOR IN POSSESSION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         MARCH 31,       SEPTEMBER 30,
                                                                                           2001              2000
                                                                                      ----------------  ----------
                                                                                       (Unaudited)        (Note 1)
       ASSETS
       Current assets:
<S>                                                                                      <C>               <C>
          Cash and cash equivalents                                                      $    57,828       $   296,285
          Available for sale securities                                                       16,835            46,552
          Trade  accounts  receivable,  net of allowance  for  doubtful  accounts of
            approximately $101,000  and  $35,000  at  March  31,  2001  and
            September  30,  2000,  respectively                                            2,135,373         2,137,095
          Cost and estimated earnings in excess of billings on uncompleted contracts         609,531           599,497
          Prepaid expenses and other assets                                                  354,689           286,460
                                                                                         -----------       -----------
       Total current assets                                                              $ 3,174,256         3,365,889

       Property and equipment, net                                                         2,462,831         2,652,711
       Notes receivable                                                                       40,967            44,866
       Intangible assets, net                                                              4,576,478         4,913,276
       Other assets                                                                           50,103            66,058
       Net long-term assets of discontinued operations                                            --           314,006
                                                                                         -----------       -----------
                                                                                         $10,304,635       $11,356,806
       LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Not Subject to
       Compromise Current liabilities:
          Credit lines payable                                                           $        --       $   455,000
          Notes payable to stockholders                                                        2,450           166,450
          Trade accounts payable                                                           2,206,991         2,997,270
          Accrued expenses                                                                   357,696           685,938
          Taxes payable                                                                      278,854           282,020
          Billings in excess of cost and estimated earnings on uncompleted contracts         188,129           235,238
          Debt in default and current portion of long term debt and capital leases         2,325,044         3,003,562
          Other liabilities                                                                       --           206,794
          Net current liabilities of discontinued operations                                      --           334,322
                                                                                         -----------       -----------
       Total current liabilities                                                           5,359,164         8,366,594

       Liabilities subject to compromise                                                   2,007,941 (a)           --

       Notes payable, less current portion                                                   775,326           608,727
       Capital lease payable, less current portion                                           261,119           352,830

       Stockholders' equity:
       Common stock,  $.001 par value,  50,000,000  shares authorized and 16,922,151
       and 15,747,151  shares  issued  at March  31,  2001 and  September  30,  2000,         16,923            15,748
       respectively
       Additional paid-in capital                                                         14,641,860        14,469,260
       Subscription receivable                                                                    --          (150,000)
       Unearned compensation                                                                  (6,250)          (99,281)
       Treasury stock, 292,850 shares                                                       (434,573)         (434,573)
       Other comprehensive loss                                                                   --          (179,515)
       Accumulated deficit                                                               (12,316,875)      (11,592,984)
                                                                                         -----------       -----------
       Total stockholders' equity                                                          1,901,085         2,028,655
                                                                                         -----------       -----------
                                                                                         $10,304,635       $11,356,806


       (a)  Liabilities subject to compromise consist of the following:
                Secured debt                                                             $   131,409       $        --
                Priority tax claims                                                            4,153                --
                Trade and other miscellaneous claims                                       1,418,338                --
                Subordinated debentures                                                      454,041                --
                                                                                          -----------       -----------
                Total liabilities subject to compromise                                  $ 2,007,941       $        --
                                                                                          ===========       ===========


</TABLE>

            See Notes To Condensed Consolidated Financial Statements.



                                       3
<PAGE>



                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED MARCH 31                SIX MONTHS ENDED MARCH 31
                                                    2001                 2000                 2001                 2000
                                            --------------------  -------------------  -------------------  -----------

<S>                                                <C>                   <C>                  <C>                  <C>
Revenues:                                          4,072,242             3,234,182            7,330,769            6,894,760
Cost of Sales (a)                                  3,414,470             3,189,447            6,017,320            6,631,042
                                            ----------------      ----------------     ----------------     ----------------
Gross profit                                         657,772                44,735            1,313,449              263,718
Operating expenses:
   General and administrative                        772,066             1,147,668            1,545,634            2,346,673
   Depreciation and amortization                     176,303               236,268              357,936              464,278
                                            ----------------      ----------------     ----------------     ----------------
Loss from operations                                (290,597)           (1,339,201)            (590,121)          (2,547,233)
Other income (expense):
   Interest expense                                 (290,063)             (264,564)            (385,844)            (505,423)
   Interest income                                     1,400                 2,310                1,400                3,862
   Gain (loss) on investment                        (210,280)               (9,528)            (210,280)             118,222
   Gain  (loss)  on sale of  property  and             9,682              (166,566)               9,682             (192,206)
   equipment
   Other                                             209,647                (9,235)             243,039               (6,010)
                                                 -----------           ------------         -----------          ------------
Net loss from continuing operations                 (570,212)           (1,786,784)            (932,124)          (3,128,788)
Discontinued operations:
   Loss from operations                                   --              (165,450)              (7,223)            (545,772)
   Gain on disposal                                       --                72,448              215,456            1,318,512
                                                 -----------           -----------          -----------          -----------
 Net loss                                        $  (570,212)          $(1,879,786)         $  (723,891)         $(2,356,048)
                                                 ===========           ===========          ===========          ===========

Basic and diluted net loss per common share:
   Loss from continuing operations               $      (.03)         $      (.14)         $      (.05)        $        (.24)
   Gain/(Loss)  from  discontinued                        --                 (.01)                 .01                   .06
   operations                                    ------------          -----------          -----------          ------------
 Net loss per common share                       $      (.03)         $      (.15)         $      (.04)        $        (.18)
                                                 ============          ===========         ============         ============

 Basic  and   diluted   weighted   average         16,877,920           12,888,340           16,425,173            12,909,250
 shares:                                         ============          ===========         ============          ===========

</TABLE>


(a) Includes  $195,000 and $178,000 of  depreciation in three months ended March
31, 2001 and 2000, and $346,000 and $394,000 of depreciation in six months ended
March 31, 2001 and 2000, respectively.



            See Notes To Condensed Consolidated Financial Statements.




                                       4
<PAGE>





                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                         SIX MONTHS ENDED MARCH 31
                                                                                        2001                    2000
                                                                               ----------------------  -------------
      OPERATING ACTIVITIES
<S>                                                                                   <C>                   <C>
      Net loss                                                                        (723,891)             (2,356,048)
      Adjustments  to  reconcile  net  loss to net  cash  used  in  operating
      activities:

           Depreciation and amortization                                               703,979                 826,820
           Provision for doubtful accounts                                              66,000                  31,000
           Amortization of unearned compensation                                        93,031                 133,989
           Accretion of debt discount                                                       --                 220,250
           Stock compensation                                                               --                  64,000
           Realized and unrealized (gain) loss on investments                          209,232                   9,528
           Gain on disposal of discontinued operations                                (215,456)             (1,318,512)
           Loss (gain) on sale of assets                                                (9,682)                144,059
           Net cash used in discontinued operations activities                         (95,316)               (250,297)
           Changes in operating assets and liabilities:
             Trading securities                                                             --               1,645,435
             Trade accounts receivable                                                 (64,278)               (224,727)
             Costs  and   estimated   earnings   in  excess  of  billings  on
             uncompleted contracts                                                     (10,033)               (327,674)
             Prepaid expenses and other assets                                         (68,230)                (70,137)
             Trade accounts payable                                                    278,499                 887,621
             Accrued expenses                                                          142,152                 507,714
             Taxes payable                                                                 987                  11,776
             Billings   in  excess  of  cost  and   estimated   earnings   on
             uncompleted contracts                                                     (47,109)                228,123
             Other liabilities                                                        (112,176)                (72,297)
                                                                                      ---------                --------
      Net cash provided by (used in) operating activities                              147,709                  90,623

      INVESTING ACTIVITIES
      Purchases of property and equipment                                             (100,137)               (285,598)
      Proceeds from sale of property and equipment                                          --                 439,395
      Change in other assets                                                            19,855                (277,171)
      Net cash provided by discontinued operations investing activities                 75,000                  47,800
                                                                                       --------                ---------
      Net cash used in investing activities                                             (5,282)                (75,574)

      FINANCING ACTIVITIES
      Net proceeds (repayments) under credit lines                                    (455,000)                     --
      Principal payments under capital lease obligations                              (141,611)                (78,366)
      Proceeds from sale of common stock                                               196,775                      --
      Debt issuance costs                                                              127,000                 (52,251)
      Proceeds from borrowings                                                         631,744                (996,276)
      Principal payments of notes payable                                             (575,792)              1,178,800
      Repayments of notes payable to officers                                         (164,000)                     --
                                                                                       -------                 -------
      Net cash provided by financing activities                                       (380,884)                 51,907
                                                                                       -------                 -------
      Increase (decrease) in cash and cash equivalents                                (238,457)                 66,956
      Cash and cash equivalents at beginning of period                                 296,285                 160,032
                                                                                       -------                 -------
      Cash and cash equivalents at end of period                                        57,828                 226,988
                                                                                       =======                 =======

            See Notes To Condensed Consolidated Financial Statements.


</TABLE>


                                       5
<PAGE>





                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 MARCH 31, 2001


1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three and six-month periods ended March
31, 2001, are not necessarily indicative of the results that may be expected for
the year ending September 30, 2001.

The balance  sheet at  September  30,  2000,  has been  derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  For  further  information,  refer  to  the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB for the fiscal year ended  September  30,  2000,  as filed
with the Securities and Exchange Commission on January 16, 2001.

On March 29, 2001,  FutureOne,  Inc. (the "Company") filed a petition for relief
under Chapter 11 of the federal  bankruptcy laws in the United States Bankruptcy
Court for the District of Colorado. Under Chapter 11, certain claims against the
Company in  existence  prior to the filing of the  petition for relief under the
federal  bankruptcy  laws  are  stayed  while  the  Company  continues  business
operations as Debtor in Possession.  These claims are reflected in the March 31,
2001,  balance sheet as "liabilities  subject to compromise."  Additional claims
(liabilities  subject to  compromise)  may arise  subsequent  to the filing date
resulting from rejection of executory contracts,  including leases, and from the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Company's  assets  ("secured  claims") also are stayed,  although the holders of
such claims  have the right to move the court for relief from the stay.  Secured
claims are  secured  primarily  by liens on the  Company's  property,  plant and
equipment.


2.       DISCONTINUED OPERATIONS

NeighborComm, Inc. - Internet access business

On November 19, 1999, the Company sold its Internet access  business,  including
all of its Internet access customers in Phoenix, Flagstaff,  Tucson, Lake Havasu
City, Prescott,  Florence,  and Payson, Arizona and all of the equipment related
to providing  Internet access to the Company's  current Internet  subscribers to
Internet Commerce & Communications,  Inc. (formerly RMI.NET,  Inc.) ("ICCX") for
ICCX common stock valued at  approximately  $2.75 million on the closing date of
the  transaction.  Under  terms  of the  Asset  Purchase  Agreement  (the  "ICCX
Agreement"),  50 percent of the stock was  immediately  available  for sale,  20
percent  was to be  available  for sale six  months  after the  transaction,  20
percent  was to be  available  for sale one year  after the  transaction  and 10
percent is being held in escrow until May 19, 2001, to cover any adverse  claims
that may be made against the acquired assets. The Company sold the 50 percent of
the ICCX common stock that was immediately available for sale, for approximately
$1.6  million.  Additionally,  63,052,  shares of ICCX  common  stock  have been
exchanged for full satisfaction of a $500,000 convertible note and 43,004 shares
have been exchanged for 184,000  shares of the Company's  Common Stock under the
severance agreement, dated November 23, 1999, with Kendall Q. Northern, a former
President and Chief Executive Officer of the Company.

Under  terms  of the  ICCX  Agreement,  the  Company  agreed  to  fully  satisfy
outstanding  amounts due on certain  equipment  leases  related to the  acquired
assets by  January  18,  2000.  At March 31,  2001,  the  Company  had not fully
satisfied the outstanding  amounts due on these equipment  leases and expects to
resolve the obligations through the bankruptcy court.

                                       6
<PAGE>

Pursuant  to the terms of the ICCX  Agreement,  ICCX is under no  obligation  to
deliver 10 percent of the total shares that are being held in escrow  unless the
Company timely satisfies such outstanding liabilities. In addition, if ICCX must
assume the equipment leases related to the acquired assets,  then the Company is
obligated to return an additional  number of shares of ICCX common stock so that
the total of such shares plus the final  disbursement  shares and escrow  shares
withheld by ICCX as set forth  above,  equals two times the total  amount due on
such liabilities.  The Company has partially  satisfied the equipment leases but
continues to owe additional amounts as of March 31, 2001.

Accordingly,  the Internet  access  business is accounted for as a  discontinued
operation in the accompanying  consolidated financial statements for all periods
presented. The Company realized a gain on the sale of $1,319,000 in fiscal 2000.

NeighborComm, Inc. - PrimeServ Virtual Telephone Service

On August 10, 1999, the Company  adopted a plan and signed a letter of intent to
sell the  assets and  customer  list of its  PrimeServ  operating  division.  On
December 6, 1999, the Company closed the sale for  consideration of $17,800 cash
and a $30,000 note  receivable.  Accordingly,  the  PrimeServ  business has been
accounted  for as a  discontinued  operation  in the  accompanying  consolidated
financial  statements for all periods presented.  The Company realized a loss on
the sale of approximately $66,600.

Rocket Science - e-commerce

On October 6, 2000,  the Company sold its e-commerce  business  division back to
one of its original owners for $75,000 cash and the assumption of  approximately
$68,000 in liabilities.  The Company has also retained  approximately $60,000 in
accounts  receivable.  The  accrued  loss of  $284,000  on the  transaction  was
included as an accrued  loss on disposal  under  discontinued  operations  as of
September 30, 2000.

Other

During 1999 and part of 2000, the Company and its subsidiaries  were primarily a
communications  business in four related,  but distinct,  industry segments:  i)
Internet services,  including personal and business dial up accounts, high speed
frame relay connections and web site design; ii) communication  equipment sales;
iii) broadband  communications  engineering and construction  services;  and iv)
telecommunications  and convergence  technology,  which was to include local and
long distance phone service and the Company's  networked community concept known
as "NeighborComm",  a virtual community  (Intranet) within a community providing
voice,  video and  high-speed  Internet  through a single  source.  Beginning in
November of 1999,  the  Company  began a series of  divestitures  and closing of
unprofitable  operations.  The  Company  sold its  Internet  access  business in
November 1999, closed its communications products division in May 2000, sold its
specialized  horizontal  drilling  and boring  company in June 2000,  closed its
telecommunications  division and  abandoned its  NeighborComm  product in August
2000, and sold its  e-business  and web design  division in October 2000. All of
these  business  segments are now  included as  discontinued  operations  in the
accompanying financial statements.

The following represents the combined results of operations of the Company's
discontinued operations:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED MARCH 31,           SIX MONTHS ENDED MARCH 31,
                                                2001          2000                    2001                   2000
                                            --------------  ---------               ------------         -------------

<S>                                                <C>                    <C>                    <C>
Revenues                             $      --              $ 784,500              $  31,713             $1,685,562
Cost of sales                               --               (679,612)                (5,823)            (1,516,068)
General  and   administrative expense       --               (223,807)               (33,113)              (577,193)
Depreciation  and   amortization expense    --                (46,531)                    --               (132,455)
Interest expense                            --                     --                     --                 (5,618)
Net loss                                    --               (165,450)                (7,223)              (545,772)
</TABLE>

Costs and expenses,  including  interest,  have been  allocated to  discontinued
operations for all applicable  periods based on management's  estimates of those
costs directly related to the discontinued operations.



                                       7
<PAGE>



3.  AVAILABLE FOR SALE SECURITIES

Available  for sale  securities  are held for resale and  consist of ICCX common
shares.  Available-for-sale  securities are stated at fair value with unrealized
gains and losses,  net of tax,  reported in other  comprehensive  income (loss).
Realized   gains   and   losses   and   declines   in   value   judged   to   be
other-than-temporary on available-for-sale securities are included in investment
income.

4.  ACCOUNTS RECEIVABLE - PURCHASE AGREEMENT

On March 24, 2000, the Company's wholly owned  subsidiary,  OPEC CORP.,  entered
into an Account Purchase  Agreement with a commercial bank. The agreement allows
for acceptable accounts receivable to be sold and assigned to the Bank. The Bank
then may hold back  payment  of an amount  equal to 20 percent of the gross face
amount sold. The Company has included  $205,000 in its March 31, 2001,  accounts
receivable  balance  representing the hold back of accounts  receivable sold for
which payment has not been received.  Under the arrangement,  the Company pays a
fee for  the  sale  in the  form  of a  discount  on the  sale  proceeds,  which
approximates a 20 percent annual interest rate. The Company sells only a portion
of its accounts  receivable and collects the remainder in the ordinary course of
business.  At March 31,  2001,  uncollected  receivables,  which  have been sold
subject to this agreement,  would have  represented  approximately 42 percent of
accounts  receivable  had they not been sold through their  respective  dates of
disposal.

5. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated  earnings on uncompleted  contracts consist of the following
at:

                                             MARCH 31,      SEPTEMBER 30,
                                                2001             2000
                                          ---------------- ----------

Costs    incurred   on  uncompleted
contracts                                $ 2,616,852       $ 2,070,472
Estimated earnings                           574,431           306,456
                                          ----------       -----------
                                           3,191,283         2,376,928
Less billings to date                     (2,769,881)       (2,012,669)
                                          ----------       -----------
                                          $  421,402       $   364,259
                                          ==========       ===========

Included in the accompanying balance sheet under the following captions:

                                                   MARCH 31,       SEPTEMBER 30,
                                                       2001              2000
                                                  ----------------  ----------

 Costs  and  estimated  earnings  in  excess  of
 billings on uncompleted contracts                $     609,531      $ 599,497
 Billings  in  excess  of  costs  and  estimated
 earnings on uncompleted contracts                     (188,129)      (235,238)
                                                     ----------       ---------
                                                     $  421,402      $ 364,259
                                                     ==========       =========

6. PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at:

                                                 MARCH 31,      SEPTEMBER 30,
                                                   2001             2000
                                             ---------------- ---------------

Furniture and fixtures                          $   80,895       $   88,506
Computers and other equipment                      137,760          116,367
Construction equipment                           1,997,066        1,992,742
Software                                             9,005           40,175
Vehicles                                         1,382,410        1,345,237
Leasehold improvements                              14,091           26,942
                                                ----------       ----------
                                                 3,621,227        3,609,969
Less    accumulated     depreciation    and
  amortization                                  (1,158,396)        (957,258)
                                                ----------        ----------

                                                $2,462,831       $2,652,711




                                       8
<PAGE>


7. INTANGIBLE ASSETS

Goodwill  related to  discontinued  operations was  written-off  and included in
determining the gain or loss for each respective  business  disposal or closure.
The remaining goodwill relates to OPEC, Corp.

         Intangible assets consist of the following at:

                                MARCH 31,       SEPTEMBER 30,
                                  2001              2000
                            ----------------  ----------
 Goodwill                      $6,139,123        $6,139,123
 CLEC License                      40,000            40,000
 Debt issuance costs              211,500           211,500
                               ----------        ----------
                                6,390,623         6,390,623
 Less amortization             (1,814,145)       (1,477,347)
                               ----------        ----------
                               $4,576,478        $4,913,276

8. NOTES PAYABLE AND LONG TERM DEBT

In January 2001, the Company renegotiated a $250,000 promissory note and accrued
interest  of  approximately  $83,000  owed  to  Richard  B.  McCulloch  with  an
approximate combined balance of $282,933. Under terms of the renegotiation,  Mr.
McCulloch  agreed to forgive  the  accrued  interest on the note and lease as of
December 31, 2000,  approximately  $47,865,  to lower the interest  rate in both
obligations  to 8%,  combine  the  balance  due on the note and lease and accept
payments  of $10,000,  of  principal  and  interest,  per month on the  combined
balance.

In January 2001,  the Company  entered into an agreement to repay a $50,000 note
owed to Hare & Co.,  trustees for  Financial  Institutions  Retirement  Fund, by
making  monthly  payments of $2,000  including  principal and interest  starting
February 28, 2001 and ending October 28, 2003. The note bears interest at 12%.

In January 2001, the Company  reached an agreement with Kenneth P. Eck regarding
a note payable to Mr. Eck in the amount of $64,800, plus accrued interest. Under
terms of the  agreement,  Mr.  Eck agreed to convert  $35,000 of  principal  and
interest into 175,000 shares of the Company's Common Stock and lower the monthly
payments on the balance to $2,500 per month.

The Company  has not paid  certain  promissory  notes,  totaling  $70,000 by the
stated  maturity  dates  nor has it  received  from the  holder  any  notice  of
conversion to Common Stock.

The Company  has  suspended  all  payments  on the debt  described  in the above
paragraphs and plans to resolve these debts through its bankruptcy proceedings.

                                       9
<PAGE>

In January 2001, the Company  negotiated a second  amendment to a Collateralized
Convertible Commercial Promissory Note in the amount of $1,000,000.  Under terms
of the amendment the due date of the note was extended  until December 2002, but
is also  callable  on demand,  and the  lenders  agreed to allow the  Company to
factor a certain  amount of accounts  receivable to a bank,  based on a formula,
which  provides  for  the  lenders  to  maintain   certain  minimum  amounts  of
collateral,  and  Norwest  Bank  and  John  Ventimiglia  agreed  to  provide  an
additional  loan of  $300,000  in the form of a  revolving  line of  credit.  In
consideration  for the amended terms,  the Company agreed to provide the lenders
with one million  warrants to purchase  Common Stock of the Company at $0.20 per
share,  600,000  warrants to purchase  Common  Stock of the Company at $0.40 per
share and to reprice  360,000  warrants  previously  issued to the lenders  from
$1.00 per share to $0.20 per share.  Mark E.  Morley,  a director of the company
and his  sister-in-law are jointly 10% participants in the loan, and accordingly
received 36,000 of the warrants issued by the company in this  transaction.  The
above transaction resulted in an approximate $127,000 charge to interest expense
during the current quarter.

All offers and sales of securities discussed in Footnote 8 were made pursuant to
the exemption  from  registration  under Section 4(2) of the  Securities  Act of
1933.

9. SEVERANCE AGREEMENTS

As of March 31,  2001,  the Company  owed  $53,580 to Kendall Q.  Northern,  its
former President and Chief Executive  Officer in connection with the termination
of his  employment in November,  1999.  Payments are to be made in the amount of
$5,000 per month, including 12% interest.

In January 2001,  the Company  entered into a severance  agreement  with Earl J.
Cook, its then  President and Chief  Executive  Officer.  Under the terms of the
agreement  he resigned as an officer and board  member of the Company and all of
its  subsidiaries,  and agreed to provide  services  to the Company on a limited
basis for six months and receive  $90,000 in payments over  twenty-four  months.
The  agreement  also  provided  for him to be issued  fully  vested  warrants to
purchase  1,000,000  shares of Common Stock at $0.15 per share, and to surrender
warrants to purchase  2,000,000 shares of Common Stock granted effective October
1, 2000 and  warrants  and  options to purchase  205,406  and 245,000  shares of
Common Stock,  respectively,  which were granted prior to September 30, 2000. As
of March 31, 2001, the Company  discontinued the services  rendered by Mr. Cook,
and  therefore  expensed  the  entire  severance  amount of  $90,000  during the
quarter.

In January 2001, the Company  entered into a severance  agreement with Steven R.
Green who was Chairman of the Board of Directors at the time. Under the terms of
the agreement,  warrants to purchase  2,000,000  shares of Common Stock at $0.15
per share, originally granted effective October 1, 2000, was immediately vested.

In February 2001, the Company  entered into a severance  agreement with Bruce A.
Robson,  who was Vice President of Corporate  Development at the time. Under the
terms of the agreement,  Mr. Robson was to be paid a bonus of $27,000 over a six
month period and received  25,000  shares of the  Company's  Common  Stock.  The
remaining unpaid balance is approximately $22,800 at March 31, 2001.

The Company has suspended payments related to the severance agreements described
above  and  anticipates  that any  liabilities  associated  with  the  severance
agreements will be resolved in conjunction with the bankruptcy proceedings.


10.  LEASES

The  Company  has  included  as  liabilities   subject  to  compromise   certain
outstanding  equipment  leases  and  other  liabilities  related  to the  assets
acquired  from the Company by ICCX in an  approximate  amount of  $260,000.  The
Company  may be subject to certain  penalties  under the terms of the  agreement
between ICCX and the Company.

11. SALE OF STOCK

In December  2000, the Company  issued  1,000,000  shares of its Common Stock in
exchange for $100,000 to a private investor. In January 2001, the Company issued
175,000  shares of its  Common  Stock in  exchange  for a $35,000  reduction  of
principal  and  interest on a note held by Kenneth P. Eck. The offering of these
securities were made pursuant to the exemption from  registration  under Section
4(2) of the Securities Act of 1933.



                                       10
<PAGE>

12.  CHANGE IN CERTIFYING ACCOUNTANTS

On April 25, 2001 the Company determined not to engage Ernst and Young, Phoenix,
Arizona  as the  Company's  principal  accountant  to audit  and  report  on the
Company's financial statements and approved the engagement of Hein & Associates,
LLP, Denver Colorado, as its an independent  accountant and auditor to report on
the Company's  financial  statement for the year ended September 30, 2001. Refer
to the Company's 8-K filing dated May 2, 2001.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF
OPERATION

         All  statements  in  this  "Management's  Discussion  and  Analysis  of
Financial Condition or Plan of Operation"  elsewhere in this Report,  other
than  statements  of  historical  facts,  which  address  activities,  events or
developments  that the Company  expects or anticipates  will or may occur in the
future,  including such things as future capital expenditures,  growth,  product
development, sales, business strategy and other such matters are forward-looking
statements.  These forward-looking statements are based largely on the Company's
expectations  and  assumptions  and  are  subject  to  a  number  of  risks  and
uncertainties,  many of which are beyond the Company's  control.  Actual results
could differ materially from the forward-looking  statements set forth herein as
a result of a number of factors,  including,  but not limited to, the  Company's
restructuring  efforts under Chapter 11 of the US Bankrupcy  Code, the Company's
limited  operating  history,  unpredictability  of  operating  results,  intense
competition in various aspects of its business,  the risks of rapid growth,  the
Company's  dependence  on key  personnel,  uncertainty  of  product  acceptance,
changes in laws and regulations, changes in economic conditions, an inability to
obtain financing and other risks described in the Company's reports on file with
the   Securities  and  Exchange   Commission.   In  light  of  these  risks  and
uncertainties,  all of the forward-looking  statements made herein are qualified
by these  cautionary  statements  and there can be no assurance  that the actual
results or developments anticipated by the Company will be realized. The Company
undertakes  no  obligation  to  update  or  revise  any of the  forward  looking
statements contained herein.

         This  discussion  and  analysis of financial  condition  and results of
operations   should  be  read  in  conjunction  with  the  unaudited   condensed
consolidated financial statements and the related disclosures included elsewhere
herein and  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations  included as part of the  Company's  Annual Report on Form
10-KSB for the fiscal year ended September 30, 2000.

RESULTS OF OPERATIONS

         The   Company   operates   its   business   under  a  single   segment,
Telecommunication    Infrastructure    Services   (formerly   called   Broadband
communications and engineering  construction  services).  The Company's previous
other business  segments,  Internet  services  (which was sold October 6, 2000),
telecommunication and convergence technology, and communication equipment sales,
are included  under  discontinued  operations.  See Footnote 2 to the "Financial
Statements,"   which   indicates  the  amounts  from  each  category  that  were
reclassified to discontinued operations.

         The Company's  operating loss was $291,000 and $1,339,000,  and its net
loss was $570,000 and  $1,880,000  for the three months ended March 31, 2001 and
2000, respectively.

         The Company's  operating loss was $590,000 and $2,547,000,  and its net
loss  was  $724,000  and  $2,356,000,   including  a   non-recurring   gains  of
approximately   $215,000  and  $1,319,000  from  the  disposal  of  discontinued
operations, for the six months ended March 31, 2001 and 2000, respectively.

THREE  MONTHS  ENDED MARCH 31, 2001  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
2000

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were  $4,072,000  for the three  months  ended March 31,  2001,  an
increase of 25.9% from $3,234,000 for the three months ended March 31, 2000. The
revenue increase was a result of additional  sub-contractor capacity and a focus
on medium-sized bid contracts.

                                       11
<PAGE>

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation,  was  $3,414,000  during the three  months  ended March 31,  2001,
compared to $3,189,000 for the three months ended March 31, 2000.  This increase
was primarily the result of higher revenues.  Gross margins  increased from 1.4%
for the three months  ended March 31, 2000,  to 16.2% for the three months ended
March 31, 2001. The increased margins are the result of the Company changing its
focus from larger  projects  that  typically  yield lower  margins to small- and
medium-sized jobs with greater gross margins.

GENERAL AND ADMINISTRATIVE

         General and administrative  expenses decreased $376,000, or 32.8%, from
$1,148,000  in the three months  ended March 31, 2000,  to $772,000 in the three
months ended March 31, 2001. The decrease is directly  related to elimination of
administrative  expenses required to support business segments that were sold or
discontinued.

DEPRECIATION AND AMORTIZATION

         Depreciation  and amortization  decreased  $60,000 from $236,000 in the
three  months  ended March 31, 2000 to $176,000 in the three  months ended March
31, 2001.  This decrease was mainly  attributable to a reduction in amortization
of debt issuance cost and reduction in corporate  leasehold  improvement  assets
resulting from consolidation of offices in Colorado Springs.

INTEREST EXPENSE

         Interest  expense  increased $25,000 from $265,000 in the three months
ended March 31, 2000, to $290,000 in the three months ended March 31, 2001.  The
increase  in  interest  expense was the result of  additional  interest  expense
incurred in connection with receivables financing.

OTHER

         The Company realized a loss of approximately  $210,000 during the three
months ended March 31, 2001,  related to the prolonged  decline in available for
sale securities  received in the sale of its Internet access  business.  Company
officers  canceled  personal  notes due from the Company  resulting in a gain of
approximately $188,000 during the three months ended March 31, 2001.


SIX MONTHS ENDED MARCH 31, 2001 COMPARED WITH SIX MONTHS ENDED MARCH 31, 2000

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations, were $7,331,000 for the six months ended March 31, 2001, an increase
of 6.3% from  $6,895,000  for the six months ended March 31,  2000.  The revenue
increase  is a  result  of  additional  subcontractor  capacity  and a focus  on
medium-sized bid jobs that were partially offset by reduced business activity in
lower margin horizontal drilling and splicing projects.

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation,  was  $6,017,000  during  the six  months  ended  March 31,  2001,
compared to $6,631,000  for the six months ended March 31, 2000. The decrease is
the result of improved operations and project selection. Gross margins increased
from 3.8% for the six months ended March 31,  2000,  to 17.9% for the six months
ended  March 31,  2001.  The  increased  margins  were the result of the Company
changing its focus from larger  projects that  typically  yield lower margins to
small- and medium-sized jobs with higher gross margins. The Company also reduced
business  activity in lower margin  horizontal  drilling and splicing  projects.
Additionally  two large  projects  in the first  quarter of 1999  exceeded  cost
estimates negatively impacting gross margins for this period.

GENERAL AND ADMINISTRATIVE

         General and administrative  expenses decreased $801,000, or 34.1%, from
$2,347,000  in the six months ended March 31,  2000,  to  $1,546,000  in the six
months ended March 31, 2001. The decrease was directly related to elimination of
administrative  expenses required to support business segments that were sold or
discontinued.

                                       12
<PAGE>

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization  decreased  $106,000 from $464,000 in the
six months  ended March 31,  2000 to $358,000 in the six months  ended March 31,
2001.  This  decrease is  attributable  to a reduction in  amortization  of debt
issuance cost and reduction in corporate leasehold  improvement assets resulting
from consolidation of offices in Colorado Springs.

INTEREST EXPENSE

         Interest  expense  decreased  $120,000  from $505,000 in the six months
ended March 31, 2000,  to $385,000 in the six months  ended March 31, 2001.  The
decrease in  interest  expense is due to a  combination  of  decreased  interest
expense  of $30,000  resulting  from the sale of assets  used in the  horizontal
drilling  business,  interest forgiven of $47,000,  and reduced interest expense
associated  with accretion of debt discount from working  capital loans obtained
by the Company during the six months ended March 31, 2000 of $93,000, partially
offset by  additional  interest  in the six  months  ended  March 31,  2001 from
receivables factoring.

OTHER

         The Company  realized a gain of  approximately  $115,000 during the six
months ended March 31, 2000, on the sale of the ICCX stock  received in the sale
of its Internet access business and a loss of approximately  $210,000 during the
six months ended March 31, 2001, on the recognition of the prolonged  decline in
the value of ICCX stock.  Company officers  canceled personal notes due from the
Company  resulting  in a gain of  approximately  $188,000  during the six months
ended March 31, 2001.

DISCONTINUED OPERATIONS

         During the six months  ended March 31, 2000,  the Company  recognized a
one-time gain of $1,319,000 related to disposal of its Internet access business.
This operation was identified and accounted for as a discontinued  operation for
the fiscal year ended September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has incurred  substantial current debt,  including accounts
payable,  during the past two years, because of its unprofitable  operations.  A
significant  portion of the  Company's  accounts  payable  and  borrowings  were
incurred  from the  operation of  businesses  that have been  discontinued.  The
Company  determined in March 2001 that the most expedient and effective approach
to  reducing  the  substantial  burden  of  its  debts  was to  restructure  the
liabilities resulting from corporate and discontinued  operations through filing
petition for relief under  Chapter 11 of the federal  bankruptcy  laws. On March
29, 2001,  FutureOne,  Inc.  filed  Chapter 11  bankruptcy  in the United States
Bankruptcy  Court in the  District  of  Colorado.  The  Company's  wholly  owned
subsidiary,  OPEC CORP.,  has not sought  protection  from its  creditors  under
Chapter 11 and will  continue to operate  unaffected by the  bankruptcy  filing.
OPEC CORP. has negotiated with lenders and vendors to accept  discounted  and/or
extended  payment  terms and  expects  to  successfully  defer a portion  of its
current debt.  The Company is currently  developing its  restructuring  plan and
intends to emerge  from  bankruptcy  as a focused,  profitable  and  competitive
telecommunication  infrastructure  services  provider.  There  is,  however,  no
guarantee that the Company will be successful in restructuring its debt while in
Chapter  11 or  that  OPEC  CORP.  will  continue  operating  unaffected  by the
bankruptcy.


The  following  table sets forth  comparative  cash flows of the Company for the
periods indicated:
<TABLE>

<CAPTION>
                                                             SIX MONTHS ENDED MARCH 31
                                                             2001                   2000
                                                    ---------------------- -------------

<S>                                                       <C>                    <C>
  Net  Cash   Provided  by  (Used  in)   Operating        $   148,000            $   91,000
  Activities....................................
  Net  Cash   Provided  by  (Used)  in   Investing             (5,000)              (76,000)
  Activities....................................
  Net Cash Provided by Financing Activities.....             (381,000)               52,000
  Ending Cash Balance...........................               58,000               227,000
  Working Capital Deficit.......................           (2,184,000)           (2,875,000)
           (March 2001 working capital deficit excludes
           $2,008,000 in liabilities subject to compromise)

</TABLE>
                                       13
<PAGE>

         The Company had net cash provided from operating activities of $148,000
for the six months ended March 31, 2001 compared to $91,000 net cash provided by
operating  activities  for the six months  ended March 31, 2000.  The  Company's
investment  activities required $5,000 and $76,000,  during the six months ended
March 31, 2001 and 2000, respectively. The primary reason for the change in cash
used from  investing  activities  in the six months ended March 31, 2001 was the
decrease  in  cash  used  in  discontinued  operations  of  $180,000.  Financing
activities  used  $381,000 in the six months  ended March 31, 2001 and  provided
$52,000 in the six months  ended March 31,  2000.  All the cash  proceeds in the
period ending March 31, 2001 was  attributable to the sale of common stock while
the cash  proceeds in the period ending March 31, 2000 was  attributable  to net
debt proceeds.

         During the year ended  September 30, 2000, the Company also sold all of
the available  registered  shares of ICCX Common Stock received in consideration
of  substantially  all of the Company's  assets  relating to its Internet access
business. The Company sold all of the 176,000 shares available for approximately
$1,600,000, which was used for working capital and payment of accounts payable.

         OPEC had a $480,000  bank line of credit that was in place prior to the
Company's  acquisition  of OPEC in July 1998. At December 31, 2000,  the balance
owed on the line was $40,000.  The Company  terminated  the line of credit as of
December 31, 2000,  because the bank  proposed to lower the line to $200,000 and
because of additional  financing  obtained by OPEC as described  below. The line
was paid off in January, 2001.

         On March 24, 2000, OPEC entered into an Account Purchase Agreement with
a commercial bank. The agreement allows for acceptable accounts receivable to be
sold and assigned to the bank. The bank then may hold back payment of an amount
equal to 20 percent of the gross face amount sold. Under the arrangement, the
Company pays a fee for the sale in the form of a discount on the sale proceeds,
which approximates a 24 percent annual interest rate. The Company sells only a
portion of its accounts receivable and collects the remainder in the ordinary
course of business.

         On  September  1, 2000,  the Company  entered  into stock  subscription
agreements  with Mark E.  Morley,  a director of the  Company,  and his brother.
Under the terms of the agreements they purchased  shares of the Company's Common
Stock at $0.10 per share by funding  $100,000  in  September  2000,  $100,000 in
October 2000,  and $50,000 in November  2000. In December 2000, the Company sold
additional shares to a private investor,  at $0.10 per share, to obtain funds in
the amount of $100,000.



                           PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

         All legal proceedings and actions, except for the Chapter 11 Bankruptcy
filing  previously  discussed,  involving  the Company  are of an  ordinary  and
routine nature incidental to the operations of the Company.  Management believes
that such  proceedings  should not,  individually  or in the  aggregate,  have a
material  adverse  effect on the  Company's  business or financial  condition or
results of operations. A current director and certain beneficial owners of 5% or
more of the  Company's  outstanding  securities  may be  parties  adverse to the
Company with respect to debts owed to them.  Reference  Footnotes 8 and 9 to the
Condensed Consolidated Financial Statements.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three-month period ending March 31, 2001, the Company issued
stock options to purchase  485,000  shares of Common Stock at $0.15 per share to
consultants of the Company for ongoing services.

See footnotes 8, 9 and 11 to the condensed consolidated financial statements for
a discussion of issuances of commmon securities for the three months ended March
31, 2001.

                                       14
<PAGE>


Item 3.         DEFAULTS UPON SENIOR SECURITIES
        None
Item 4.         SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
        None
Item 5.         OTHER INFORMATION
        None
Item 6.         EXHIBITS AND REPORTS ON FORM 8-K
        Exhibits

<TABLE>
<CAPTION>
                                  Exhibit Index

Exhibit
Number        Description of Exhibit
-------       ----------------------

<S>          <C>


 4.25         Form of Warrant to Purchase  2,000,000 shares of Common Stock in the
              name of Earl J. Cook dated October 1, 2000.*

 4.26         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Earl J. Cook dated October 1, 2000.*

 4.27         Form of Warrant to Purchase 2,000,000 shares of Common Stock in the name of
              Steven R. Green dated October 1, 2000.*

 4.28         Form of Warrant to Purchase 2,000,000 shares of Common Stock in the name of
              Donald D. Cannella dated October 1, 2000.*

 4.29         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Ralph R. Zanck dated October 1, 2000.*

 4.30         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Bruce A. Robson dated October 1, 2000.*

 4.31         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Daniel J. Romano dated October 1, 2000.*

 4.32         Form of Warrant to Purchase 60,000 shares of Common Stock in the name of
              John Hobbs dated October 1, 2000.*

 4.33         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated October 15, 2000.*

 4.34         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated October 15, 2000.*

 4.35         Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of Robin L.
              Morley & Mark E. Morley, as Tenants in Common dated October 15, 2000.*

 4.36         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated November 15, 2000.*

 4.37         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated November 15, 2000.*

 4.38         Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of Robin L.
              Morley & Mark E. Morley, as Tenants in Common dated November 15, 2000.*

 4.39         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated December 15, 2000.*

 4.40         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated December 15, 2000.*

 4.41         Form of Warrant to Purchase 6,000 shares of Common Stock in the
              name of Robin L. Morley & Mark E. Morley, as Tenants in Common
              dated December 15, 2000.*

                                       15
<PAGE>

4.42          Form of Warrant to Purchase 30,000 shares of Common Stock in the name of Norwest
              Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA dated
              December 31, 2000.*

4.43          Form of  Warrant to  Purchase  24,000  shares of Common  Stock in the name of
              John M. Ventimiglia dated December 31, 2000.*

4.44          Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of
              Robin L. Morley & Mark E.  Morley,  as Tenants in Common  dated  December 31,
              2000.*

4.45          Form of Warrant to Purchase 500,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.46          Form of Warrant to Purchase 500,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.47          Form of Warrant to Purchase 300,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.48          Form of Warrant to Purchase 240,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.49          Form of Warrant to Purchase 60,000 shares of Common Stock in the name of
              Robin L. Morley & Mark E. Morley, as Tenants in Common  dated January 16, 2001.**

4.50          Form of Warrant to Purchase 180,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.51          Form of Warrant to Purchase 144,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.52          Form of Warrant to Purchase 36,000 shares of Common Stock in the name of
              Robin L. Morley & Mark E. Morley, as Tenants in Common . dated January 16, 2001.**

10.62         Asset Sale and Purchase Agreement between the Company and R. Tucker
              Woodbury for the sale of Rocket Science Creative effective October 6,
              2000.*

10.63         Third Amendment to Promissory Note between OPEC CORP. and US BANK
              NATIONAL ASSOCIATION dated October 16, 2000.*
              ASSOCIATION dated October 16, 2000.*

10.64         Severance Agreement between the Company and Earl J. Cook dated January
              12, 2001.*

10.65         Severance Agreement between the Company and Steven R. Green dated
              January 12, 2001.*

10.66         Financial Consulting Agreement between the Company and Steven R. Green
              dated January 12, 2001.*

10.67         Second  Modification  to August,  27,  1999,  Collateralized  Convertible
              Commercial  Promissory  Note by OPEC CORP.  to the order of Norwest  Bank
              Colorado, National Association,  John Ventiniglia,  and Robin L. Morley &
              Mark E. Morley in the amount of $1,000,000 dated January 16, 2001.**

                                       16
<PAGE>

10.68         Loan  Agreement  to borrow up to $300,000 at 15% interest  dated  January
              16, 2001.**

10.69         Collateralized  Commercial  Promissory  Note in the  amount  of  $300,000
              dated  January  16,  2001 by OPEC  CORP.  to the of Wells  Fargo Bank and
              John M. Ventimiglia.**

10.70         Personal Guaranty by Don Cannella,President and CEO, to the noteholders of the
              $1,000,000 and $300,000 loans dated January 16, 2001.**

10.71         Agreement to Convert  Principal  and Interest to FutureOne  Stock between
              the Company and Kenneth P. Eck dated January 21, 2001.**

10.72         Second  Amendment  to the  Employment  Agreement  between the Company and
              Ralph R. Zanck dated as of January 24, 2001.**

10.73         Note and lease  restructuring  agreement  with  Richard  McCulloch  dated
              Januay 17, 2001.**



*        Incorporated by reference from the Company's Form 10-KSB
         Registration Statement filed with the Commission on January 16, 2001

**       Incorporated by reference from the Company's Form 10-QSB
         Registration Statement filed with the Commission on February 16, 2001

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K during the quarter  ended March
31, 2001.

</TABLE>



                                       17
<PAGE>


                                  SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

    FUTUREONE, INC.

Date:  February 14, 2001                           By: /s/ Donald D. Canella
                                                       -------------------------
                                                       Donald D. Cannella
                                                       Chief Executive Officer

Date:  February 14, 2001                           By: /s/ Ralph R. Zanck
                                                      --------------------------
                                                       Ralph R. Zanck
                                                       Chief Financial Officer

<TABLE>
<CAPTION>


                                       18
<PAGE>


                                  Exhibit Index

Exhibit
Number        Description of Exhibit
-------       ----------------------

<S>          <C>


 4.25         Form of Warrant to Purchase  2,000,000 shares of Common Stock in the
              name of Earl J. Cook dated October 1, 2000.*

 4.26         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Earl J. Cook dated October 1, 2000.*

 4.27         Form of Warrant to Purchase 2,000,000 shares of Common Stock in the name of
              Steven R. Green dated October 1, 2000.*

 4.28         Form of Warrant to Purchase 2,000,000 shares of Common Stock in the name of
              Donald D. Cannella dated October 1, 2000.*

 4.29         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Ralph R. Zanck dated October 1, 2000.*

 4.30         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Bruce A. Robson dated October 1, 2000.*

 4.31         Form of Warrant to Purchase 1,000,000 shares of Common Stock in the name of
              Daniel J. Romano dated October 1, 2000.*

 4.32         Form of Warrant to Purchase 60,000 shares of Common Stock in the name of
              John Hobbs dated October 1, 2000.*

 4.33         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated October 15, 2000.*

 4.34         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated October 15, 2000.*

 4.35         Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of Robin L.
              Morley & Mark E. Morley, as Tenants in Common dated October 15, 2000.*

 4.36         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated November 15, 2000.*

 4.37         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated November 15, 2000.*

 4.38         Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of Robin L.
              Morley & Mark E. Morley, as Tenants in Common dated November 15, 2000.*

 4.39         Form of Warrant to Purchase 30,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated December 15, 2000.*

 4.40         Form of Warrant to Purchase 24,000 shares of Common Stock in the name of
              John M. Ventimiglia dated December 15, 2000.*

 4.41         Form of Warrant to Purchase 6,000 shares of Common Stock in the
              name of Robin L. Morley & Mark E. Morley, as Tenants in Common
              dated December 15, 2000.*



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4.42          Form of Warrant to Purchase 30,000 shares of Common Stock in the name of Norwest
              Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA dated
              December 31, 2000.*

4.43          Form of  Warrant to  Purchase  24,000  shares of Common  Stock in the name of
              John M. Ventimiglia dated December 31, 2000.*

4.44          Form of  Warrant  to  Purchase  6,000  shares of Common  Stock in the name of
              Robin L. Morley & Mark E.  Morley,  as Tenants in Common  dated  December 31,
              2000.*

4.45          Form of Warrant to Purchase 500,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.46          Form of Warrant to Purchase 500,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.47          Form of Warrant to Purchase 300,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.48          Form of Warrant to Purchase 240,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.49          Form of Warrant to Purchase 60,000 shares of Common Stock in the name of
              Robin L. Morley & Mark E. Morley, as Tenants in Common  dated January 16, 2001.**

4.50          Form of Warrant to Purchase 180,000 shares of Common Stock in the name of
              Norwest Bank Colorado, National Association, Trustee of the James C. Berger
              Rollover IRA dated January 16, 2001.**

4.51          Form of Warrant to Purchase 144,000 shares of Common Stock in the name of
              John M. Ventimiglia dated January 16, 2001.**

4.52          Form of Warrant to Purchase 36,000 shares of Common Stock in the name of
              Robin L. Morley & Mark E. Morley, as Tenants in Common . dated January 16, 2001.**

10.62         Asset Sale and Purchase Agreement between the Company and R. Tucker
              Woodbury for the sale of Rocket Science Creative effective October 6,
              2000.*

10.63         Third Amendment to Promissory Note between OPEC CORP. and US BANK
              NATIONAL ASSOCIATION dated October 16, 2000.*
              ASSOCIATION dated October 16, 2000.*

10.64         Severance Agreement between the Company and Earl J. Cook dated January
              12, 2001.*

10.65         Severance Agreement between the Company and Steven R. Green dated
              January 12, 2001.*

10.66         Financial Consulting Agreement between the Company and Steven R. Green
              dated January 12, 2001.*

10.67         Second  Modification  to August,  27,  1999,  Collateralized  Convertible
              Commercial  Promissory  Note by OPEC CORP.  to the order of Norwest  Bank
              Colorado, National Association,  John Ventiniglia,  and Robin L. Morley &
              Mark E. Morley in the amount of $1,000,000 dated January 16, 2001.**



                                       20
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10.68         Loan  Agreement  to borrow up to $300,000 at 15% interest  dated  January
              16, 2001.**

10.69         Collateralized  Commercial  Promissory  Note in the  amount  of  $300,000
              dated  January  16,  2001 by OPEC  CORP.  to the of Wells  Fargo Bank and
              John M. Ventimiglia.**

10.70         Personal Guaranty by Don Cannella,President and CEO, to the noteholders of the
              $1,000,000 and $300,000 loans dated January 16, 2001.**

10.71         Agreement to Convert  Principal  and Interest to FutureOne  Stock between
              the Company and Kenneth P. Eck dated January 21, 2001.**

10.72         Second  Amendment  to the  Employment  Agreement  between the Company and
              Ralph R. Zanck dated as of January 24, 2001.**

10.73         Note and lease  restructuring  agreement  with  Richard  McCulloch  dated
              Januay 17, 2001.**



*        Incorporated by reference from the Company's Form 10-KSB
         Registration Statement filed with the Commission on January 16, 2001

**       Incorporated by reference from the Company's Form 10-QSB
         Registration Statement filed with the Commission on February 16, 2001


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