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 June 30, 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
                                                Identification No.)
       incorporation or organization)

           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 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 August 13, 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  -
               June 30, 2001 and September 30, 2000                       3

               Condensed consolidated statements of operations -
               Three and Nine months ended June 30, 2001 and 2000         4

               Condensed consolidated statements of cash flows  -
               Nine months ended June 30, 2001 and 2000                   5

               Notes to condensed consolidated financial statements       6

     Item 2.   Management's Discussion and Analysis or Plan of
               Operation                                                 10

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                           14

     Item 4.   Submission of Matters to a Vote of Security Holders       14

     Item 5.   Other Information                                         14

     Item 6.   Exhibits and Reports on Form 8-K                          14

Signatures                                                               17



<PAGE>


                          PART I. FINANCIAL INFORMATION

                        I. ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                      JUNE 30,        SEPTEMBER 30,
                                                                                        2001              2000
                                                                                    -----------       ------------
                                                                                    (Unaudited)        (Note 1)
  ASSETS
  Current assets:
<S>                                                                                  <C>              <C>
     Cash and cash equivalents                                                       $  329,157       $   296,285
     Available-for-sale securities                                                        5,656            46,552
     Trade  accounts  receivable,  net of allowance  for  doubtful  accounts of
       approximately  $100,000  and  $35,000  at  June  30,  2001  and
       September  30,  2000, respectively                                             1,920,400         2,137,095
     Cost and estimated earnings in excess of billings on uncompleted contracts       1,038,038           599,497
     Prepaid expenses and other assets                                                  310,614           286,460
                                                                                    -----------       -----------
  Total current assets                                                                3,603,865         3,365,889

  Property and equipment, net                                                         2,552,544         2,652,711
  Notes receivable                                                                       45,666            44,866
  Intangible assets, net                                                              4,409,509         4,913,276
  Other assets                                                                           57,243            66,058
  Net long-term assets of discontinued operations                                            --           314,006
                                                                                    -----------       -----------
                                                                                    $10,668,827       $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                                                           2,412,023         2,997,270
     Accrued expenses                                                                   460,485           685,938
     Taxes payable                                                                      278,854           282,020
     Billings in excess of cost and estimated earnings on uncompleted contracts         620,542           235,238
     Debt in default and current portion of long term debt and capital leases         2,286,732         3,003,562
     Other liabilities                                                                      433           206,794
     Net current liabilities of discontinued operations                                      --           334,322
                                                                                    -----------       -----------
  Total current liabilities                                                           6,061,519         8,366,594

  Liabilities Subject to Compromise                                                   1,996,632 (a)            --


  Notes payable, less current portion                                                   777,462           608,727
  Capital lease payable, less current portion                                           251,635           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 June 30,  2001
       and  September  30,  2000,respectively                                            16,923            15,748
     Additional paid-in capital                                                      14,641,860        14,469,260
     Subscription receivable                                                                 --          (150,000)
     Unearned compensation                                                               (5,500)          (99,281)
     Treasury stock, 292,850 shares                                                    (434,573)         (434,573)
     Other comprehensive loss                                                            (9,812)         (179,515)
     Accumulated deficit                                                            (12,627,319)      (11,592,984)
                                                                                    -----------       -----------
  Total stockholders' equity                                                          1,581,579         2,028,655
                                                                                    -----------       -----------
                                                                                    $10,668,827       $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                                       1,407,029                --
           Subordinated debentures                                                      454,041                --
                                                                                     ----------        ----------
                                                                                     $1,996,632        $       --
                                                                                     ==========        ==========

</TABLE>


    See Notes To Condensed Consolidated Financial Statements.


<PAGE>


                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED JUNE 30     NINE MONTHS ENDED JUNE 30
                                               2001            2000           2001           2000
                                            -----------    ------------    ------------   -------------
Revenues:
<S>                                           <C>             <C>            <C>             <C>
Cost of Sales (a)                           $ 4,337,692    $  3,139,694    $ 11,668,461    $ 10,034,454
 Gross profit                                 3,805,666       2,636,847       9,822,985       9,267,889
                                            -----------    ------------    ------------   -------------
                                                532,026         502,847       1,845,476         766,565
Operating expenses:
   General and administrative                   524,806         878,944       2,061,912       3,225,616
   Depreciation and amortization                178,488         187,300         536,424         651,578
                                            -----------    ------------    ------------   -------------
Loss from operations                           (171,268)       (563,397)       (752,830)     (3,110,629)

Other income (expense):
   Interest expense                            (150,866)       (111,390)       (536,710)       (616,812)
   Interest income                                  700             814           2,100           4,676
   Gain (loss) on investment                         --        (113,121)       (210,280)          5,101
   Gain  (loss)  on sale of  property  and
     equipment                                       --         129,547           9,682         (62,659)
   Other                                         26,102         (71,624)        269,140         (77,636)
                                            -----------    ------------    ------------   -------------
Loss  before   reorganization   items  and
   discontinued operations:                    (295,332)       (729,171)     (1,218,928)     (3,857,959)

Reorganization items
   Professional fees                            (15,112)             --         (23,640)             --
                                            -----------    ------------    ------------   -------------
                                                (15,112)             --         (23,640)             --
Loss before discontinued operations:           (310,444)       (729,171)     (1,242,568)     (3,857,959)

Discontinued operations:
   Income (loss)  from operations                    --          64,407          (7,223)       (481,365)
   Gain (loss) on disposal                           --        (245,081)        215,456       1,073,431
                                            -----------    ------------    ------------   -------------
 Net loss                                   $  (310,444)    $  (909,845)    $(1,034,335)    $(3,265,893)
                                            ===========    ============    ============   =============

Basic and diluted net loss per common share:
   Loss from continuing operations          $      (.02)   $       (.06)    $      (.07)    $      (.30)
   Gain/(Loss)  from  discontinued
     operations                                      --            (.01)            .01             .05
                                             -----------    ------------    ------------   -------------
Net loss per common share                   $      (.02)   $       (.07)    $      (.06)    $      (.25)
                                            ===========    ============    ============   =============

 Basic  and   diluted   weighted   average
   shares:                                   16,922,151      12,909,294      16,590,832      12,909,264
                                            ===========    ============    ============   =============


</TABLE>

(a) Includes $167,000 and $141,000 of depreciation in three months ended June
    30, 2001 and 2000, and $513,000 and $535,000 of depreciation in nine months
    ended June 30, 2001 and 2000, respectively.


                 See Notes To Condensed Consolidated Financial Statements.



<PAGE>




                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                         NINE MONTHS ENDED JUNE 30
                                                                                        2001                    2000
                                                                               ----------------------  -------------
      OPERATING ACTIVITIES
<S>                                                                                 <C>                     <C>
      Net loss                                                                    $ (1,034,335)          $  (3,265,893)
      Adjustments  to  reconcile  net  loss to net  cash  used  in  operating
        activities:
           Depreciation and amortization                                             1,049,261               1,251,486
           Provision for doubtful accounts                                              65,000                  31,000
           Amortization of unearned compensation                                        20,556                 155,865
           Accretion of debt discount                                                       --                 245,667
           Stock compensation                                                               --                 131,675
           Realized and unrealized loss on investments                                 210,599                   9,528
           Gain on disposal of discontinued operations                                (215,456)             (1,073,431)
           Gain on Abcon sale                                                               --                 (91,158)
           Loss (gain) on sale of assets                                                (9,682)                 62,659
           Net cash used in discontinued operations activities                         (95,316)               (248,196)
           Changes in operating assets and liabilities:
             Trading securities                                                             --               1,685,062
             Trade accounts receivable                                                 151,695                (230,296)
             Costs  and   estimated   earnings   in  excess  of  billings  on
               uncompleted contracts                                                  (438,541)                 47,170
             Prepaid expenses and other assets                                         (24,154)                (81,580)
             Trade accounts payable                                                    469,101               1,467,411
             Accrued expenses                                                          248,062                  51,011
             Taxes payable                                                                 987                     818
             Billings   in  excess  of  cost  and   estimated   earnings   on
              uncompleted contracts                                                    385,304                 111,503
             Other liabilities                                                        (111,739)               (217,691)
                                                                                       ---------               -------
      Net cash provided by operating activities                                        671,342                  42,610

      INVESTING ACTIVITIES
      Purchases of property and equipment                                             (310,536)               (437,807)
      Proceeds from sale of property and equipment                                          --                 603,670
      Change in other assets                                                             8,015                  15,412
      Net  cash  provided  by  discontinued  operations  investing
        activities                                                                      75,000                  47,800
                                                                                       -------                 -------
      Net cash provided by (used in) investing activities                             (227,521)                229,075

      FINANCING ACTIVITIES
      Net repayments under credit lines                                               (455,000)                     --
      Principal payments under capital lease obligations                              (226,745)               (150,037)
      Proceeds from sale of common stock                                               270,000                      --
      Debt issuance costs                                                              127,000                 (52,251)
      Proceeds from borrowings                                                         862,817               1,244,042
      Principal payments of notes payable                                             (825,021)               (972,122)
      Repayments of notes payable to officers                                         (164,000)                 (5,000)
                                                                                       ---------               --------
      Net cash provided by (used in) financing activities                             (410,949)                 64,632
                                                                                      ---------                -------
      Increase  in cash and cash equivalents                                            32,872                 336,317
      Cash and cash equivalents at beginning of period                                 296,285                 160,032
                                                                                       -------                 -------
      Cash and cash equivalents at end of period                                     $ 329,157               $ 496,349
                                                                                       =======                 =======
</TABLE>

            See Notes To Condensed Consolidated Financial Statements.



<PAGE>




                        FUTUREONE, INC. AND SUBSIDIARIES

                              DEBTOR IN POSSESSION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  JUNE 30, 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  nine-month  periods ended
June  30,  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, was 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 June 30,
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. As of June 30, 2001, the Company has not completed its reorganization
plan.


2. DISCONTINUED OPERATIONS

NeighborComm, Inc. - Internet access business

On November 19, 1999, the Company sold its Internet  access business 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 was to be 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,  in May of 2000, 63,052 shares of ICCX common stock were exchanged
for full satisfaction of a $500,000  convertible note and in May of 2000, 43,004
shares were exchanged for 184,000 shares of the Company's Common Stock under the
severance  agreement  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 June 30,  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.

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 and has not  received  the shares held in
escrow as of June 30, 2001.
<PAGE>

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,  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 a  significant
portion of its specialized horizontal drilling and boring business in June 2000,
closed its  telecommunications  division in August 2000, and sold its e-business
and web design division in October 2000. All of these business segments,  except
the specialized  horizontal  drilling and boring  business,  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 JUNE 30,                     NINE MONTHS ENDED JUNE 30,
                                                      2001                2000                      2001              2000
                                              ------------          ----------------          ------------       -------------

<S>                                  <C>                               <C>                    <C>                    <C>
Revenues                                      $    --                  $ 328,403              $  31,713           $  2,013,891
Cost of sales                                      --                   (226,198)                (5,823)            (1,742,266)
General  and   administrative  expense             --                   (172,363)               (33,113)              (749,557)
Depreciation and amortization expense              --                    (40,827)                    --               (173,282)
Interest expense                                   --                       (382)                    --                 (5,998)
Other                                              --                    175,774                     --                175,847
                                              ------------          ----------------          ------------      --------------
Net income (loss)                             $    --                  $  64,407              $ (7,223)              $(481,365)
                                              ============          ================          ============      ==============
</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.


<PAGE>

3. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 141 (SFAS 141), Business  Combinations.  SFAS
141 applies to all  business  combinations  initated  after June 30,  2001.  The
Statement  also applies to all  business  combinations  accounted  for using the
purchase  method for which the date of acquistion is July 1, 2001 or later.  The
adopotion  of SFAS  141  will  not have an  impact  on the  Company's  financial
statements.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible
Assets.  The  provisions  of SFAS 142 are required to be applied  starting  with
fiscal  years  beginning  after  December  15,  2001  with  earlier  application
permitted for entities with fiscal years beginning after March 15, 2001 provided
that the first interim  financial  statements have  previously been issued.  The
statement is required to be applied to all goodwill and other intangible  assets
recognized in its financial  statements to that date. The initial application of
SFAS 142 will have no impact on the Company's financial statements.


4. 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.

5.  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  $327,000 in its June 30, 2001,  accounts
receivable  balance  representing  the reserve 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 based on the gross  amount of
accounts receivable  financed.  The Company sells only a portion of its accounts
receivable  and collects the  remainder in the ordinary  course of business.  At
June 30,  2001,  uncollected  receivables,  which have been sold subject to this
agreement,   would  have  represented   approximately  50  percent  of  accounts
receivable had they not been sold through their respective dates of disposal.

6. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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

                                           JUNE 30,       SEPTEMBER 30,
                                             2001             2000
                                       ----------------    ----------

Costs    incurred   on    uncompleted
  contracts                              $ 3,502,191       $ 2,070,472
Estimated earnings                           618,033           306,456
                                          ----------       -----------
                                           4,120,224         2,376,928
Less billings to date                     (3,702,728)       (2,012,669)
                                          ----------       -----------
                                         $   417,496       $   364,259
                                          ==========       ===========

         Included  in  the  accompanying   balance  sheet  under  the  following
         captions:

                                                      JUNE 30,     SEPTEMBER 30,
                                                        2001           2000
                                                  ----------------  ----------

 Costs  and  estimated  earnings  in  excess  of
   billings on  uncompleted contracts               $ 1,038,038      $ 599,497
 Billings  in  excess  of  costs  and  estimated
   earnings on uncompleted contracts                   (620,542)      (235,238)
                                                     ----------      ---------
                                                    $   417,496      $ 364,259
                                                     ==========      =========
<PAGE>

7. PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following at:

                                                 JUNE 30,       SEPTEMBER 30,
                                                   2001             2000
                                             ----------------   ----------

Furniture and fixtures                          $   80,145       $   88,506
Computers and other equipment                      111,638          116,367
Construction equipment                           2,167,713        1,992,742
Software                                            40,175           40,175
Vehicles                                         1,442,910        1,345,237
Leasehold improvements                              29,287           26,942
                                                ----------       ----------
                                                 3,871,868        3,609,969
Less accumulated depreciation and               (1,319,324)        (957,258)
  amortization                                  ----------       ----------
                                                $2,552,544       $2,652,711
                                                ==========       ==========


<PAGE>


8. INTANGIBLE ASSETS

         Intangible assets consisted of the following at:

                               JUNE 30,        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             (1,981,114)       (1,477,347)
                              ----------        ----------
                              $4,409,509        $4,913,276
                              ==========        ==========
9. NOTES PAYABLE AND LONG-TERM DEBT

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 lowered the
monthly payments on the balance to $2,500 per month.

The Company has suspended  all payments on debt incurred  prior to its March 29,
2001  bankruptcy  filing and plans to resolve these debts through its bankruptcy
proceedings.  The debt  owed to Mr.  Eck is  included  on the  balance  sheet as
"Liabilities subject to compromise."

In January  2001,  the Company  negotiated  a second  amendment  to a $1,000,000
collateralized  convertible  commercial  promissory  note.  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 permit the Company to factor a
certain  amount of  accounts  receivable  to a bank,  based on a formula,  which
requires the Company to maintain certain minimum amounts of collateral.  Norwest
Bank and an unaffiliated  individual agreed to provide the Company 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
re-price 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
60,000 of the  warrants  issued at $0.40 and  36,000 of the  warrants  issued at
$1.00 and reduced to $0.20.  The latter  transaction  resulted in an approximate
$127,000 charge to interest expense during the quarter ending March 31, 2001.

All of the above 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.

10. SEVERANCE AGREEMENTS

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

As of June 30, 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 in which the Company  agreed to pay Mr.  Northern
$5,000 per month, including 12% interest.

The Company owed Earl J. Cook, its former President and Chief Executive Officer,
$83,077 as of June 30, 2001, in connection  with a severance  agreement  entered
into in January 2001. In connection  with the severance  agreement,  the Company
issued fully  vested  warrants to purchase  1,000,000  shares of Common Stock at
$0.15 per share, and Mr. Cook surrendered  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.

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 $0.20
per share, originally granted effective October 1, 2000, were 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 received 25,000 shares of the Company's
Common Stock. Additionally, the Company owed Mr. Robson approximately $22,800 at
June 30, 2001 in connection with this severance agreement.
<PAGE>


11.  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  penalties  under the terms of the  agreement  between
ICCX and the Company described in Note 2.

12. 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.

13. SUBSEQUENT EVENTS

On July 24, 2001, the Company's wholly owned  subsidiary,  OPEC, CORP, agreed to
purchase  all of  the  outstanding  stock  of  JAE-TECH  Engineering,  Inc  (the
"JAE-TECH   Acquisition   Agreement").   Under  the   agreement,   the  JAE-TECH
stockholders  are to receive 50% of the net income generated by JAE-TECH for the
period of 3 years,  subject to the limitation that such payments will not exceed
$500,000.  OPEC agreed to provide management and administrative  support, and to
sub-contract  all its existing and future  engineering and drafting  projects as
long as JAE-TECH  remains a wholly owned  subsidiary of OPEC. OPEC has the right
to cancel the Agreement  within the first two years if JAE-TECH does not achieve
specified revenue levels.

In connection with the purchase of JAE-TECH, an employment agreement was entered
into on July 24, 2001 with John A.  Emrick,  the founder and  previous  majority
shareholder  of JAE-TECH,  to serve as its president for a period of five years,
subject to revenue requirements as set forth in the agreement.

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

Certain  statements  in this  "Management's  Discussion  and Analysis or Plan of
Operation" and also contained 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 or Plan of Operation" 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 $171,000 and  $563,000,  and its net
loss was  $310,000  and  $910,000  for the three  months ended June 30, 2001 and
2000, respectively.

         The Company's  operating loss was $753,000 and $3,111,000,  and its net
loss  was  $1,034,000  and   $3,266,000,   including   non-recurring   gains  of
approximately   $215,000  and  $1,073,000  from  the  disposal  of  discontinued
operations, for the nine months ended June 30, 2001 and 2000, respectively.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were  $4,338,000  for the three  months  ended  June 30,  2001,  an
increase of 38.2% from  $3,140,000 for the three months ended June 30, 2000. The
revenue increase was a result of additional sub-contractor capacity and a change
from focusing on larger-sized, less frequent bid contracts to medium-sized, more
frequent bid contracts.

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation,  was  $3,806,000  during the three  months  ended  June 30,  2001,
compared to $2,637,000  for the three months ended June 30, 2000.  This increase
was primarily the result of higher revenues.  Gross margins decreased from 16.0%
for the three months  ended June 30,  2000,  to 12.3% for the three months ended
June 30, 2001. The decreased  margins are the result of unexpected cost overruns
on certain projects the Company engaged in during the quarter.

GENERAL AND ADMINISTRATIVE

         General and administrative  expenses decreased $354,000, or 40.3%, from
$879,000  in the three  months  ended June 30,  2000,  to  $525,000 in the three
months  ended June 30,  2001.  The  decrease  is  directly  related to  reducing
overhead expenses,  the elimination of certain executory contracts and equipment
leases,  and the  elimination  of  administrative  expenses  required to support
business segments that were sold or discontinued.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization,  not including  depreciation included in
cost of sales, decreased $9,000 from $187,000 in the three months ended June 30,
2000 to $178,000 in the three  months  ended June 30,  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  $40,000 from $111,000 in the three months
ended June 30, 2000,  to $151,000 in the three  months ended June 30, 2001.  The
increase in interest expense was mainly a result of additional  interest expense
incurred in connection with receivables financing.

OTHER

         The Company realized a gain of  approximately  $22,000 during the three
months ended June 30, 2001,  related to an insurance  claim related to a damaged
asset.  The Company  realized a loss of  approximately  $71,000 during the three
months ended June 30, 2000, related to the sale of certain assets to Abcon, Inc.
<PAGE>

REORGANIZATION ITEMS

         During  the  quarter  ending  June  20,  2001,  the  Company   incurred
professional  fees of  $15,000  in  legal  expenses  related  to its  bankruptcy
proceedings.

NINE MONTHS ENDED JUNE 30, 2001 COMPARED WITH NINE MONTHS ENDED JUNE 30, 2000

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were  $11,668,000  for the nine  months  ended  June 30,  2001,  an
increase of 16.3%, from $10,034,000 for the nine months ended June 30, 2000. The
revenue increase is a result of additional subcontractor capacity and a focus on
medium-sized  bid  contracts  that were  partially  offset by  reduced  business
activity in our  horizontal  drilling  due to a sale  effective  March 2000 of a
significant  portion of our horizontal  drilling  business and reduced  business
activity in splicing projects.

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation,  was  $9,823,000  during  the nine  months  ended  June 30,  2001,
compared to $9,268,000 for the nine months ended June 30, 2000. While operations
and project selection improved during fiscal 2001, the increase is the result of
higher  revenues.  Gross margins  increased  from 7.6% for the nine months ended
June 30, 2000,  to 15.8% for the nine months ended June 30, 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.

GENERAL AND ADMINISTRATIVE

         General and  administrative  expenses decreased  $1,164,000,  or 36.1%,
from  $3,226,000  in the nine months ended June 30, 2000,  to  $2,062,000 in the
nine  months  ended  June 30,  2001.  The  decrease  was  mainly  related to the
elimination of  administrative  expenses  required to support business  segments
that were sold or discontinued.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization,  not including  depreciation included in
cost of sales,  decreased  $115,000  from $652,000 in the nine months ended June
30, 2000 to $536,000 in the nine months  ended June 30, 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  $80,000 from  $617,000 in the nine months
ended June 30, 2000,  to $537,000 in the nine months  ended June 30,  2001.  The
decrease in interest expense is due to a combination of interest  forgiven,  and
reduced interest expense associated with accretion of debt discount from working
capital loans obtained by the Company during the nine months ended June 30, 2000
partially  offset by additional  interest in the nine months ended June 30, 2001
from receivables factoring.

OTHER

         The Company  realized a gain of  approximately  $5,000  during the nine
months ended June 30, 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
nine months ended June 30, 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 nine months
ended June 30, 2001.

REORGANIZATION ITEMS

         During the nine months  ending  June 20,  2001,  the  Company  incurred
professional  fees of  $24,000  in  legal  expenses  related  to its  bankruptcy
proceedings.

DISCONTINUED OPERATIONS

         During the nine months  ended June 30, 2000,  the Company  recognized a
one-time gain of $1,319,000  related to disposal of its Internet access business
and a loss related to the closing of its communication equipment sales business.
These  operations were  identified and accounted for as discontinued  operations
for the fiscal year ended September 30, 2000.
<PAGE>

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  expects to  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. The Company has requested an
extension through October 28, 2001 to file its initial restructuring plan. 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:

                                                       NINE MONTHS ENDED JUNE 30
                                                     2001               2000
                                                   --------------- -------------

Net  Cash   Provided  by   Operating
  Activities....................................      $   671,000    $   43,000
Net  Cash   Provided  by  (Used in)  in   Investing
  Activities....................................         (228,000)      229,000
Net Cash Provided by (Used In) Financing Activities      (411,000)       65,000
Ending Cash Balance...........................            329,000       496,000
Working Capital Deficit.......................         (2,458,000)   (2,733,000)
          (June 2001 working capital deficit excludes
          $1,997,000 in liabilities subject to compromise)

         The Company had net cash provided from operating activities of $671,000
for the nine months ended June 30, 2001 compared to $43,000 net cash provided by
operating  activities  for the nine months  ended June 30, 2000.  The  Company's
investment  activities required $228,000 and provided $229,000,  during the nine
months ended June 30, 2001 and 2000,  respectively.  The primary  reason for the
change in cash used from investing  activities in the nine months ended June 30,
2001 was the decrease in cash provided by proceeds from the sale of property and
equipment of $604,000.  Financing  activities  used  $411,000 in the nine months
ended June 30, 2001 and provided $65,000 in the nine months ended June 30, 2000.
All the cash  proceeds from  financing  activities in the period ending June 30,
2001 were  attributable to the sale of common stock while the cash proceeds from
financing activities in the period ending June 30, 2000 were 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 20 percent annual  interest rate based on the gross amount
of  accounts  receivable  financed.  The  Company  sells  only a portion  of its
accounts  receivable  and  collects  the  remainder  in the  ordinary  course of
business.
<PAGE>

         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.

         The  Company's  access  to  capital  is  limited  as a  result  of  the
bankruptcy.   However,  the  Company,  through  its  subsidary  OPEC,  has  been
successful in securing  capital leases for equipment,  vehicles,  and computers.
The advance on accounts receivable  financing was recently increased from 80% to
85%. In April, the Company's  subsidiary OPEC,  negotiated discounts and payment
terms on  approximately  $600,000 of past due  accounts  payable.  OPEC has been
meeting the agreed payment terms and has paid down approximately  300,000 of the
past due  payables.  During the next 60 days the Company will attempt to acquire
asset based line of credit,  that if obtained will  signifcantly  reduce current
interest  charges.  Additionally,  the Company will  continue  discussions  with
equity capital groups and may include equity funds as part of its  restructuring
plan.

                                                   PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

         All legal proceedings and actions, except for the Chapter 11 Bankruptcy
filed March 29, 2001 with the Bankruptcy Court in the District of Colorado (Case
#01-14142  DEC),  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.  Refer to the Liquidity and Capital  Resources  (Part 1, Item 2) for
additional information regarding the status of the bankruptcy.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

    None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

    None.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None

ITEM 5.       OTHER INFORMATION

    None

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

                                  Exhibit Index
<TABLE>
<CAPTION>

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.*
<PAGE>

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.*

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.**

<PAGE>

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.**

4.53       Form of Option to Purchase 485,000 shares of Common Stock in the name of
           Robert D. McNeil dated February 1, 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 Ventimiglia,  and Robin L. Morley &
           Mark E. Morley in the amount of $1,000,000 dated January 16, 2001.**

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
           January 17, 2001.**

10.74      Stock purchase  agreement  between OPEC, CORP. and JAE-Tech  Engineering,
           Inc. dated July 24, 2001.  ***

10.75      Employment  Agreement  between  JAE-Tech  Engineering,  Inc.  and John A.
           Emrick dated July 24, 2001.  ***
</TABLE>

*        Incorporated by reference from the Company's Annual Report
         Form 10-KSB 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

***      Filed herewith.

(b) Reports on Form 8-K

    The Company filed a Current Report on form 8-K on April 6, 2001 for
    announcement of bankruptcy proceedings and May 2, 2001 for announcement of a
    change in certifying accountants.



<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:  August 13, 2001                               By: /s/ Donald D. Canella
                                                         -----------------------
                                                         Donald D. Cannella
                                                         Chief Executive Officer

Date:  August 13, 2001                               By: /s/ Ralph R. Zanck
                                                        ------------------------
                                                         Ralph R. Zanck
                                                         Chief Financial Officer



<PAGE>





ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

                                  Exhibit Index
<TABLE>
<CAPTION>

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.*
<PAGE>

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.*

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.**

<PAGE>

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.**

4.53       Form of Option to Purchase 485,000 shares of Common Stock in the name of
           Robert D. McNeil dated February 1, 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 Ventimiglia,  and Robin L. Morley &
           Mark E. Morley in the amount of $1,000,000 dated January 16, 2001.**

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
           January 17, 2001.**

10.74      Stock purchase  agreement  between OPEC, CORP. and JAE-Tech  Engineering,
           Inc. dated July 24, 2001.  ***

10.75      Employment  Agreement  between  JAE-Tech  Engineering,  Inc.  and John A.
           Emrick dated July 24, 2001.  ***
</TABLE>

*        Incorporated by reference from the Company's Annual Report
         Form 10-KSB 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

***      Filed herewith.

(b) Reports on Form 8-K

    The Company filed a Current Report on form 8-K on April 6, 2001 for
    announcement of bankruptcy proceedings and May 2, 2001 for announcement of a
    change in certifying accountants.