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 December 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
                                            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 February 9, 2002, 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]


                                       1
<PAGE>





                                 FUTUREONE, INC.

                                      INDEX



               Page
Part I:        Financial Information                                      3

     Item 1.   Financial Statements (Unaudited)                           3

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

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

               Condensed consolidated statements of cash flows  -
               Three months ended December 31, 2001 and 2000              5

               Notes to condensed consolidated financial statements       6

     Item 2.   Management's Discussion and Analysis or Plan of
               Operation                                                 7

Part II:       Other Information                                         11

     Item 1.   Legal Proceedings                                         11

     Item 2.   Changes in Securities and Use of Proceeds                 11

     Item 3.   Defaults Upon Senior Securities                           11

     Item 4.   Submission of Matters to a Vote of Security Holders       11

     Item 5.   Other Information                                         11

     Item 6.   Exhibits and Reports on Form 8-K                          12

Signatures                                                               12




                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

I. ITEM 1.    FINANCIAL STATEMENTS


             FUTUREONE, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                                     DECEMBER 31,        SEPTEMBER 30,
                                                                                         2001                2001
                                                                                 ----------------------------------------
                                                                                      (Unaudited)
                                     ASSETS

CURRENT ASSETS:
<S>                                                                                   <C>              <C>
    Cash and cash equivalents                                                         $       22,191   $      56,221
    Trade accounts receivable, net of allowance for doubtful accounts of                   1,212,229
         $458,000                                                                                          1,540,583
    Costs and estimated earnings in excess of billings on uncompleted contracts              388,986         528,489
    Prepaid expenses and other assets                                                        166,846         145,451
                                                                                             -------   -------------
             Total current assets                                                          1,790,252       2,270,744

PROPERTY AND EQUIPMENT, net                                                                2,180,482       2,338,407
NOTES RECEIVABLE                                                                              98,387          56,366
INTANGIBLE ASSETS, net                                                                        11,279          11,279
OTHER ASSETS                                                                                  33,577          30,895
NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS                                               41,236          45,753
                                                                                              ------   -------------
             Total assets                                                                  4,155,213   $   4,753,444
                                                                                           =========   =============
                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Notes payable to stockholders                                                        $     2,450   $       2,450
    Trade accounts payable                                                                 1,695,649       2,694,608
    Accrued expenses                                                                         579,819         413,525
    Taxes payable                                                                            283,007         278,854
    Billings in excess of costs and estimated earnings on uncompleted contracts              426,962         333,290
    Debt in default and current portion of long term debt and capital leases               2,218,215       2,151,326
    Other liabilities                                                                         27,302           1,259
                                                                                              ------   -------------
             Total current liabilities                                                     5,233,404       5,875,312
LIABILITIES SUBJECT TO COMPROMISE  (Note  (A)  below)                                      1,512,528       1,512,528
NOTES PAYABLE, less current portion                                                          548,655         630,025
CAPITAL LEASE PAYABLE, less current portion                                                  171,131         207,039
STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value, 50,000,000 shares authorized and 16,922,151                16,923        16,923
    Preferred stock, $.001 par value, 10,000,000 shares authorized and none
         outstanding                                                                                              -
    Additional paid-in capital                                                            14,681,218      14,681,218
    Unearned compensation                                                                     (4,583)         (4,750)
    Treasury stock, 292,850 shares at cost                                                  (434,573)       (434,573)
    Accumulated deficit                                                                  (17,569,500)    (17,730,278)
                                                                                        ------------   -------------
             Total stockholders' deficit                                                  (3,310,505)     (3,471,460)
                                                                                         -----------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $  4,155,213   $   4,753,444
                                                                                        ============   =============

(A) Liabilities subject to compromise consist of the following:
         Capital and operating leases                                                     $  178,343      $  178,343
         Subordinated debt                                                                   454,041         454,041
         Trade and other miscellaneous claims                                                880,144         880,144
                                                                                         -----------      ----------
                                                                                          $1,512,528      $1,512,528
 Total Liabilities Subject to Compromise                                                 ===========      ===========
</TABLE>

                                       3
<PAGE>







             FUTUREONE, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        FOR THE THREE MONTHS ENDED
                                                                                               DECEMBER 31,
                                                                                         2001               2000
                                                                                   -----------------  ------------------
                                                                                   -----------------  ------------------

REVENUES:
<S>                                                                                <C>                <C>
    Contract revenues                                                              $    2,311,529     $    3,258,527
    Costs of revenues                                                                   1,332,413          2,602,850
                                                                                   --------------     --------------
         Gross profit                                                                     979,116            655,677

OPERATING EXPENSES:
    General and administrative                                                            660,816            773,567
    Depreciation and amortization                                                          14,448            181,633
                                                                                   --------------     --------------
         Total operating expenses                                                         675,264            955,200

         Income (Loss) from operations                                                    303,852           (299,523)

OTHER INCOME (EXPENSE):
    Interest expense                                                                     (116,905)           (95,781)
    Gain (loss) on disposal of assets                                                      12,396                  -
    Gain (loss) on sale of available for sale securities                                        -                  -
    Other                                                                                  (5,612)            33,392
                                                                                   ---------------    --------------
         Total other income (expense)                                                    (110,121)           (62,389)

REORGANIZATION ITEMS:
    Professional fees                                                                      32,453                  -
    Trustee fees                                                                              500                  -
                                                                                   --------------     --------------
         Total reorganization items                                                        32,953                  -

         Income (Loss) from continuing operations                                         160,778           (361,912)

DISCONTINUED OPERATIONS:
    Loss from discontinued operations                                                           -             (7,223)
    Gain on disposal                                                                            -            215,456
                                                                                   --------------     --------------
    Net gain (loss) on discontinued operations                                                  -            208,233
                                                                                   --------------     --------------

NET INCOME (LOSS)                                                                  $      160,778     $     (153,679)
                                                                                   ==============     ==============

BASIC AND DILUTED NET LOSS PER COMMON SHARE:
    Loss from continuing operations                                                $           .01    $         (.02)
    Gain from discontinued operations
                                                                                   --------------    ----------------
                                                                                              ___                .01
                                                                                   ---------------    ---------------
         Net loss per common share                                                 $           .01    $         (.01)
                                                                                   ===============    ===============

BASIC AND DILUTED WEIGHTED AVERAGE SHARES                                              16,629,301         15,980,847
                                                                                   ==============     ==============

</TABLE>



                                       4
<PAGE>



             FUTUREONE, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                         FOR THE THREE MONTHS ENDED
                                                                                                 DECEMBER 31,
                                                                                      -----------------------------------
                                                                                      ----------------   ----------------
                                                                                           2001               2000
                                                                                      ----------------   ----------------
                                                                                      ----------------   ----------------
OPERATING ACTIVITIES:
<S>                                                                                   <C>                <C>
Net Income (Loss)                                                                     $      160,778     $     (153,679)
    Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
        Depreciation and amortization                                                        174,403            350,023
        Provision for doubtful accounts                                                            -              7,500
        Amortization of unearned compensation                                                                    19,056
        Loss (gain) on sale of assets                                                        (12,396)                 -
        Loss (gain) on sale of discontinued operations                                                         (215,456)
        Changes in operating assets and liabilities:
          Trade accounts receivable                                                          328,354            293,897
          Notes receivable                                                                   (42,021)                 -
          Costs and estimated earnings in excess of billings on uncompleted                  139,503            (57,463)
          contracts
          Prepaid expenses and other assets                                                  (24,077)            57,156
          Trade accounts payable                                                            (998,959)            31,607
          Accrued expenses and other liabilities                                             (93,672)          (111,679)
          Billings in excess of costs and estimated earnings on uncompleted                  196,667             54,253
                                                                                      --------------     --------------
          contracts
              Net cash provided by (used in) operating activities                             15,814            275,215
INVESTING ACTIVITIES:
    Purchase of property and equipment                                                       (54,514)           (48,031)
    Disposal of assets                                                                        38,136
    Change in notes receivable and other assets                                                    -              4,055
    Change in net assets of discontinued operations                                            4,517            (20,316)
                                                                                      --------------     --------------
              Net cash provided by (used in) investing activities                            (11,861)           (64,292)
FINANCING ACTIVITIES:
    Payments on line-of-credit                                                                                 (415,000)
    Principal payments on notes payable and capital leases                                   (50,389)          (453,396)
    Proceeds from borrowings on notes payable and capital leases                              12,396            132,068
    Proceeds from issuance of common stock                                                                      250,000
                                                                                      --------------            -------
    Net cash provided by (used in) financing activities                                      (37,983)          (486,328)
                                                                                      --------------     ---------------
    Increase (decrease) in cash and cash equivalents                                         (34,030)          (275,405)
    Cash and cash equivalents at beginning of period                                          56,221            296,285
                                                                                      --------------     --------------
    Cash and cash equivalents at end of period                                        $       22,191     $       20,880
                                                                                      ==============     ==============
</TABLE>

                                       5
<PAGE>

             FUTUREONE, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  DECEMBER 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 Item 310 of
Regulation S-B. 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-month period ended December 31,
2001, are not necessarily indicative of the results that may be expected for the
year ending September 30, 2002.

The balance sheet at September 30, 2001, 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, 2001, as filed
with the Securities and Exchange Commission on January 15, 2002.

2. CHAPTER 11 REORGANIZATION:

On March 29, 2001, FutureOne, Inc. (the "Debtor") (but not its consolidated
subsidiaries) filed a petition for relief under Chapter 11 of the federal
bankruptcy laws in the United States Bankruptcy Court for the Western District
of Colorado. Under Chapter 11, certain claims against the Debtor in existence
prior to the filing of the petitions for relief under the federal bankruptcy
laws are stayed while the Debtor continues business operations as
Debtor-in-possession. These claims are reflected in the September 30, 2001 and
the December 31, 2001 balance sheets 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 Debtor'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 Debtor's property,
plant, and equipment. On October 15, 2001, the Company submitted its
reorganization plan to the court. As of February 8, 2002, the Company's
reorganization plan was not approved.


3. LIQUIDITY AND BASIS OF PRESENTATION:

As shown in the accompanying statement of operations, the Company incurred an
aggregate net loss of approximately $10.9 million over the past two years and
has negative working capital. To meet its immediate cash needs, the Company has
sold certain of its accounts receivable under factoring arrangements and sought
debt extensions and additional borrowings. The Company is also seeking
additional financial resources through additional loans and private entity
placements.

The financial statements have been prepared on a going concern basis, which
assumes continuity of operations and realization of assets and liquidation of
liabilities in the ordinary course of business. Continuation of the Company as a
going concern is dependent upon achieving profitable operations during and after
the Company's reorganization. If the Company cannot successfully extend payment
terms with its lenders and maintain sufficient working capital to fund its
operations and ultimately achieve profitable operations, there is a substantial
doubt about the ability of the company to continue as a going concern. The
financial statements do not include any adjustments should the company be unable
to continue operations as a going concern.

                                       6
<PAGE>

6.  ACCOUNTS RECEIVABLE - PURCHASE AGREEMENTS:

On March 24, 2000, the Company 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
$127,000 in its December 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 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 December 6, 2001, the Company entered into an additional Account Purchase
Agreement with a group of private investors. The agreement allows for acceptable
accounts receivable to be sold and assigned to the investors. The investors are
willing to purchase accounts receivable from most of the Company's customers,
while the bank limited the account purchase to one customer. The
investors hold back payment of an amount equal to 15 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 of proceeds, which approximates an 18 percent
annual interest rate. The Company pays a minimum fee of 3% for the first sixty
days and an additional daily fee beyond sixty days. The Company sells only a
portion of its accounts receivable and collects the remainder in the ordinary
course of business.

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 Bankruptcy 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, 2001.

                                       7
<PAGE>

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 Note (A) on the  Consolidated
Balance Sheet to the "Financial  Statements,"  which  indicates the amounts from
each category that were reclassified to discontinued operations.

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

         The Company's  operating income was $304,000 for the three months ended
December 31, 2001 compared to a $299,000  operating  loss for the same period in
2000. The Company's  operating income was $161,000 and its net loss was $154,000
for the three months ended December 31, 2001 compared to a $154,000 net loss for
the same period in 2000.

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were  $2,312,000  for the three months  ended  December 31, 2001, a
decrease of 29.1% from  $3,259,000 for the three months ended December 31, 2000.
Recent  economic  slowdown in the  telecommunications  industry  has  negatively
impacted  revenue.  The Company  anticipates  revenue  reductions in the quarter
ending  March  31,  2002.   Considering   current  economic  conditions  in  the
telecommunications  industry,  the Company can not predict  when  revenues  will
recover.  The Company is  attempting  to identify  new revenue  sources and more
aggressively pursuing additional projects.

COSTS OF REVENUES

         Cost of  revenues,  which  includes  materials,  direct labor costs and
depreciation,  was $1,332,000 during the three months ended December 31, 2001, a
decrease of 48.8% from  $2,603,000 for the three months ended December 31, 2000.
This decrease was primarily  the result of lower  revenues and improved  expense
control. Direct labor, overtime,  equipment rental,  construction related travel
and  contractor  expenses  were  significantly  reduced.  Due to  these  expense
controls, gross margins increased from 20.1% for the three months ended December
31, 2000, to 42.4% for the three months ended December 31, 2001.

GENERAL AND ADMINISTRATIVE

         General and administrative expenses decreased $113,000, or 14.6%, from
$774,000 in the three months ended December 31, 2000, to $661,000 in the three
months ended December 31, 2001. The decrease is directly related to reducing
overhead expenses, the elimination of certain executory contracts and equipment
leases, the elimination of administrative expenses required to support business
segments that were sold or discontinued, and reduction in administrative
expenses required to support OPEC, due to adoption of SFAS No-142.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization, not including depreciation included in
cost of sales, decreased $168,000 from $182,000 in the three months ended
December 31, 2000 to $14,000 in the three months ended December 31, 2001. This
decrease was attributable to the elimination of goodwill amortization related to
the OPEC acquisition.

INTEREST EXPENSE

         Interest expense increased $21,000 from $96,000 in the three months
ended December 31, 2000, to $117,000 in the three months ended December 31,
2001. The increased interest expense was mainly a result of additional interest
expense incurred in connection with receivables financing.

                                       8
<PAGE>

OTHER

         The Company realized a gain of approximately $12,000 during the three
months ended December 31, 2001, related to the sale of certain assets.

REORGANIZATION ITEMS

         During the quarter ending December 31, 2001, the Company incurred
professional fees of $33,000 in administrative expenses related to its
bankruptcy proceedings.

DISCONTINUED OPERATIONS

         During the period ended December 31, 2000, the Company recognized an
adjustment to gain on disposal of a business segment related to favorable
settlement of disputed charges of approximately $215,000.

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.

         On October 15, 2001, the Company submitted its  reorganization  plan to
the  bankruptcy   court.   As  of  the  date  of  this  report,   the  Company's
reorganization  plan had not been approved.  The Company  anticipates  filing an
amended  reorganization  plan prior to February 26, 2002. 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:

                                               THREE MONTHS ENDED DECEMBER 31
                                                2001                   2000
                                               -------------------- ------------

Net Cash Provided by  Operating                     $   16,000    $  275,000
Activities....................................
Net Cash (Used in) Investing                           (12,000)      (64,000)
Activities....................................
Net Cash (Used in) Financing                           (38,000)      486,000
Activities....................................
Ending Cash Balance...........................          22,000       (21,000)
Working Capital Deficit.......................      (3,443,000)   (4,384,000)

         (December  2001 working capital deficit excludes
         $1,513,000 in liabilities subject to compromise)

         The Company had net cash provided from operating  activities of $16,000
for the three  months  ended  December  31, 2001  compared to $275,000  net cash
provided by operating  activities  for the three months ended December 31, 2000.
Net cash provided from operating activities was reduced as result of decrease in
trade accounts payable $999,000.  The Company's  investment  activities required
$12,000 and $64,000,  during the three months ended  December 31, 2001 and 2000,
respectively.  Financing  activities  used  $38,000 in the three  months  ended
December 31, 2001 and used $486,000 in the three months ended December 31, 2000.
All the cash proceeds from  financing  activities in the period ending  December
31, 2000 were attributable to the sale of common stock.

                                       9
<PAGE>

         By closing its telecommunications  division, the Company has eliminated
all of its  commitments for equipment and expenses that existed at September 30,
1999,  which  totaled  approximately  $1,600,000.  In addition by divesting  and
closing other unprofitable subsidiaries and divisions and reducing overhead, the
Company has eliminated the annual need for  approximately  $1,000,000 in working
capital.  The  Company's  access  to  capital  is  limited  as a  result  of the
bankruptcy.  However,  the  Company,  through  its  subsidiary  OPEC,  has  been
successful in securing capital leases for equipment, vehicles and computers. The
advance on accounts receivable financing was increased from 80% to 85%. OPEC has
negotiated  discounts  and  payment  terms on many past due leases and  accounts
payable.  During the next 60 days the  Company  will  attempt  will  continue to
acquire an asset based line of credit. If obtained,  the Company believes it can
significantly  reduce current interest charges.  Additionally,  the Company will
continue  seeking  capital  through equity capital groups and may include equity
funds as part of its restructuring plan.

         The Company, however, has incurred substantial current debt, including
accounts payable, during the past two years, because of its substantial
unprofitable operations. The Company continues negotiating with lenders and
vendors to accept discounted and/or extended payment terms and expects to
successfully defer or eliminate a portion of this current debt. The Company is
also seeking long term loans and equity investment to retire these debts. If the
Company is not successful in obtaining such funding, the Company intends to pay
these liabilities over the next two years out of its cash flow from existing
operations. There is, however, no guarantee that the Company will be successful
in obtaining outside or internal funding to pay these liabilities or that
lenders and vendors will accept deferred payment terms and, consequently,
lenders and vendors may bring claims against the Company seeking immediate
payment of their liabilities.

         In August 1999,  the Company's  wholly owned  subsidary OPEC obtained a
loan for $1,000,000 from private investors, which was evidenced by a convertible
note which  provided  that it could be  converted  into shares of the  Company's
Common Stock at $2.25 per share.  The note bears interest at the rate of 15% per
annum and was due September 1, 2001. In July 2000 the note was amended to change
the conversion  provision to allow up to $444,444 to be converted into shares of
the Company's Common Stock at $1.00 per share. In addition the Company agreed to
issue  60,000  warrants  per  month,  at $1.00 per  share,  for a maximum of six
months,  to the lenders in exchange for their  subordination of their collateral
under the note to allow the Company to factor invoices to a bank.

         On January 21, 2001 the Company entered into amendments relating to the
$1,000,000 and $300,000  notes.  The amendments  extend the term of the notes to
December 31, 2003,  increased  the interest rate from 15% to 18%, and included a
provision  to defer 9% of the  interest  until  one year  after  the  notes  are
terminated.The amendments were effective July 1, 2001.

         The subordination agreement ended December 31, 2000 and 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. Mark E. Morley, a
director of the Company and his sister-in-law are 10% participants in this loan,
as tenants in common. See "Certain Relationships And Related Transactions."

         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.

         On September 1, 2000, the Company entered into a stock subscription
agreement 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 William H. Peetz, at $0.10 per share, to obtain funds in
the amount of $100,000

                                       10
<PAGE>

         On December 6, 2001, OPEC entered into an additional Account Purchase
Agreement with a group of private investors. The agreement allows for acceptable
accounts receivable to be sold and assigned to the investors. The investors are
willing to purchase accounts receivable from most OPEC customers while the bank
limited the account purchase to one customer. The investors hold back payment of
an amount equal to 15 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 an 18 percent annual interest rate. The
Company pays a minimum fee of 3% for the first sixty days and an additional
daily fee beyond sixty days. The Company sells only a portion of its accounts
receivable and collects the remainder in the ordinary course of business.

         The Company plans to identify new customers and services to secure
revenue to offset recent revenue reductions. In the short term, the Company will
not require more resources than are currently available to the Company. The
Company is currently pursuing additional working capital loans, debt
restructuring of existing loans and a private equity placement. In the event the
Company is unable to obtain additional financing, the Company will not be able
to fully undertake its business expansion plan.

         FutureOne is still dependent upon additional capital resources to
enable it to fully carry out its business plan. The lack of profitable
operations and the need for additional capital have resulted in the report of
its independent auditors for the years ended September 30, 1999, 2000 and 2001,
containing an uncertainties paragraph with respect to the ability of FutureOne
to continue as a going concern.

                           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 I, 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
                                       11

<PAGE>

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits






EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBIT
                             ----------------------
10.77    Third  Amendment  to  August,  27,  1999,   Collateralized   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 21, 2002.

10.78    First  Amendment to  Collateraized  Commercial  Promissory  Note in the
         amount of $300,000  data January 16, 2001 by OPEC CORP. to the order of
         Wells Fargo Bank and Johm M. Ventimigila dated January 21, 2002.

     (b) No reports on Form 8-K were filed under the Securities and Exchange Act
of 1934 during the quarter ended December 31, 2001.


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, 2002                By: /s/ Donald D. Cannella
                                           -------------------------------
                                           Donald D. Cannella
                                           Chief Executive Officer

Date: February 14, 2002                By: /s/ Ralph R. Zanck
                                           --------------------------------
                                           Ralph R. Zanck
                                           Chief Financial Officer

                                       12

<PAGE>
      EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
------                       ----------------------


10.77    Third  Amendment  to  August,  27,  1999,   Collateralized   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 21, 2002

10.78    First  Amendment to  Collateraized  Commercial  Promissory  Note in the
         amount of $300,000  data January 16, 2001 by OPEC CORP. to the order of
         Wells Fargo Bank and Johm M. Ventimigila dated January 21, 2002.


                                       13