UNITED STATES
                       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, 2000

                                       OR

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

           For the transition period from ___________ to ____________

                        Commission File Number 000-30336


                                 FUTUREONE, INC.
        (Exact Name of Small Business Issuer as specified in its Charter)


                 NEVADA                                          84-1383677
    (State or Other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)


         1880 Office Club Pointe
       Colorado Springs, Colorado                                 80920-5002
(Address of Principal Executive Offices)                          (Zip Code)


                                 (719) 272-8222
                            Issuer's Telephone Number


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

Transitional Small Business Disclosure Format.

                           (Check one) Yes [ ] No [X]
<PAGE>
                                 FUTUREONE, INC.

                                      INDEX

                                                                            PAGE
                                                                            ----

Part I: Financial Information                                                  3

     Item 1.   Financial Statements (Unaudited)                                3

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

               Condensed consolidated statements of operations  -
               Three months ended December 31, 2000 and 1999                   4

               Condensed consolidated statements of cash flows  -
               Three months ended December 31, 2000 and 1999                   5

               Notes to condensed consolidated financial statements            6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                            11

Part II: Other Information                                                    13

     Item 1.   Legal Proceedings                                              13

     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                                                                    15

                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

I. ITEM 1. FINANCIAL STATEMENTS

                        FUTUREONE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                DECEMBER 31,      SEPTEMBER 30,
                                                                    2000              2000
                                                                ------------      ------------
                                                                 (UNAUDITED)        (NOTE 1)
<S>                                                             <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                    $     20,880      $    296,285
   Available for sale securities                                      13,047            46,552
   Trade accounts receivable, net of allowance for doubtful
     accounts of approximately $42,500 and $35,000 at
     December 31, 2000 and September 30, 2000, respectively        1,835,698         2,137,095
   Cost and estimated earnings in excess of billings on
     uncompleted contracts                                           656,960           599,497
   Prepaid expenses and other assets                                 229,304           286,460
                                                                ------------      ------------
Total current assets                                               2,755,889         3,365,889

Property and equipment, net                                        2,553,251         2,652,711
Notes receivable                                                      44,166            44,866
Intangible assets, net                                             4,743,448         4,913,276
Other assets                                                          62,703            66,058
Net long-term assets of discontinued operations                           --           314,006
                                                                ------------      ------------
                                                                $ 10,159,457      $ 11,356,806
                                                                ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Credit lines payable                                         $     40,000      $    455,000
   Notes payable to stockholders                                     166,450           166,450
   Trade accounts payable                                          3,053,421         2,997,270
   Accrued expenses                                                  374,587           685,938
   Taxes payable                                                     283,007           282,020
   Billings in excess of cost and estimated earnings on
     uncompleted contract                                            289,491           235,238
   Debt in default and current portion of long term debt
     and capital leases                                            2,767,238         3,003,562
   Other liabilities                                                 165,479           206,794
   Net current liabilities of discontinued operations                     --           334,322
                                                                ------------      ------------
Total current liabilities                                          7,139,673         8,366,594

Notes payable, less current portion                                  633,981           608,727
Capital lease payable, less current portion                          275,276           352,830

Stockholders' equity:
Common stock, $.001 par value, 50,000,000 shares authorized
  and 16,747,151 and 15,747,151 shares issued at
  December 31, 2000 and September 30, 2000, respectively              16,748            15,748
Additional paid-in capital                                        14,568,260        14,469,260
Subscription receivable                                                   --          (150,000)
Unearned compensation                                                (80,225)          (99,281)
Treasury stock, 292,850 shares                                      (434,573)         (434,573)

Other comprehensive loss                                            (213,020)         (179,515)
Accumulated deficit                                              (11,746,663)      (11,592,984)
                                                                ------------      ------------
Total stockholders' equity                                         2,110,527         2,028,655
                                                                ------------      ------------
                                                                $ 10,159,457      $ 11,356,806
                                                                ============      ============
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                  THREE MONTHS ENDED DECEMBER 31
                                                      2000             1999
                                                  ------------     ------------
Revenues                                          $  3,258,527     $  3,660,578

Cost of Sales (including $168,000 and $180,000
  of depreciation and amortization in 2000
  and 1999, respectively)                            2,602,850        3,441,595
                                                  ------------     ------------
Gross margin                                           655,677          218,983

Operating expenses:
   General and administrative                          773,567        1,199,005
   Depreciation and amortization                       181,633          228,010
                                                  ------------     ------------
Loss from operations                                  (299,523)      (1,208,032)

Other income (expense):
   Interest expense                                    (95,781)        (240,859)
   Other                                                33,392          106,887
                                                  ------------     ------------
Net loss from continuing operations                   (361,912)      (1,342,004)

Discontinued operations:
   Loss from operations                                 (7,223)        (380,322)
   Gain on disposal                                    215,456        1,246,064
                                                  ------------     ------------
 Net loss                                         $   (153,679)    $   (476,262)
                                                  ============     ============

Basic and diluted net loss per common share:
   Loss from continuing operations                $       (.02)    $       (.10)
   Gain/(Loss) from discontinued operations                .01              .06
                                                  ------------     ------------
 Net loss per common share                        $       (.01)    $       (.04)
                                                  ============     ============

 Basic and diluted weighted average shares:         15,980,847       12,929,338
                                                  ============     ============

           See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED DECEMBER 31
                                                                 2000               1999
                                                             ----------           --------
<S>                                                            <C>                <C>
OPERATING ACTIVITIES
Net loss                                                     $ (153,679)       $  (476,262)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization                               350,023            408,219
    Provision for doubtful accounts                               7,500             44,000
    Amortization of unearned compensation                        19,056             93,936
    Accretion of debt discount                                       --             95,306
    Stock compensation                                               --             64,000
    Realized and unrealized (gain) loss on investments               --           (127,750)
    Gain on disposal of discontinued operations                (215,456)        (1,246,064)
    Loss on sale of assets                                           --             56,398
    Changes in operating assets and liabilities:
      Trading securities                                             --          1,373,750
      Trade accounts receivable                                 293,897           (176,077)
      Costs and estimated earnings in excess of
        billings on uncompleted contracts                       (57,463)          (448,543)
      Prepaid expenses and other assets                          57,156           (102,342)
      Trade accounts payable                                     31,607            888,948
      Accrued expenses                                          (71,351)           178,709
      Taxes payable                                                 987             15,895
      Billings in excess of cost and estimated
        earnings on uncompleted contracts                        54,253             50,958
      Other liabilities                                         (41,315)           (51,584)
                                                             ----------        -----------
Net cash provided by operating activities                       275,215            641,497

INVESTING ACTIVITIES
Purchases of property and equipment                             (48,031)          (169,818)
Change in other assets                                            4,055            (66,736)
Net cash used in discontinued operations activities             (20,316)          (356,112)
                                                             ----------        -----------
Net cash used in investing activities                           (64,292)          (592,666)

FINANCING ACTIVITIES
Net repayments under credit lines                              (415,000)                --
Principal payments under capital lease obligations              (90,895)           (43,947)
Process from sale of common stock                               250,000                 --
Debt Issuance Costs                                                  --            (50,000)
Proceeds from borrowings                                        132,068            779,000
Principle payments of notes payable                            (362,501)          (424,661)
                                                             ----------        -----------
Net cash provided by (used in) financing activities            (486,328)           260,392
                                                             ----------        -----------
Increase (decrease) in cash and cash equivalents               (275,405)           309,223
Cash and cash equivalents at beginning of period                296,285            160,032
                                                             ----------        -----------
Cash and cash equivalents at end of period                   $   20,880        $   469,255
                                                             ==========        ===========
</TABLE>

            See Notes To Condensed Consolidated Financial Statements.

                                       5
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                DECEMBER 31, 2000

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-month  period
ended December 31, 2000, are not necessarily  indicative of the results that may
be expected for the year ended September 30, 2001.

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

2. DISCONTINUED OPERATIONS

NEIGHBORCOMM, INC. - INTERNET ACCESS BUSINESS

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

     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 December  31,  2000,  the Company had not fully
satisfied the outstanding  amounts due on these equipment leases. As of December
31, 2000,  one of the leases has been paid in full,  two  additional  leases are
current and two other leases are current under a revised payment schedule agreed
to by the lessor.

     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. The Company has partially
satisfied the equipment  leases but  continues to owe  additional  amounts as of
December 31, 2000.

     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 $1,246,000 in
fiscal 2000.

                                       6
<PAGE>
NEIGHBORCOMM, INC. - PRIMESERV VIRTUAL TELEPHONE SERVICE

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

ROCKET SCIENCE - E-COMMERCE

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

OTHER

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

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

                                                          THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                           2000          1999
                                                        --------      ---------
     Revenues                                           $ 31,713      $ 901,061
     Cost of sales                                        (5,823)      (843,456)
     General and administrative expense                  (33,113)      (353,386)
     Depreciation and amortization expense                    --        (85,924)
     Interest expense                                         --         (5,618)
     Net loss                                             (7,223)      (380,322)

     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.

3. AVAILABLE FOR SALE SECURITIES

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

                                       7
<PAGE>
4.  ACCOUNTS RECEIVABLE - PURCHASE AGREEMENT

     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 holds  back  payment of an
amount  equal to 20 percent of the gross  face  amount  sold.  The  Company  has
included  $194,000  in  its  December  31,  2000,  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. At December 31, 2000,
uncollected receivables,  which have been sold subject to this agreement,  would
have represented  approximately  37 percent of accounts  receivable had they not
been sold through their respective dates of disposal.

5. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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

                                                  DECEMBER 31,     SEPTEMBER 30,
                                                      2000             2000
                                                   -----------      -----------
     Costs incurred on uncompleted contracts       $ 1,613,470      $ 2,070,472
     Estimated earnings                                354,398          306,456
                                                   -----------      -----------
                                                     1,967,868        2,376,928
     Less billings to date                          (1,600,399)      (2,012,669)
                                                   -----------      -----------
                                                   $   367,469      $   364,259
                                                   ===========      ===========

     Included in the accompanying balance sheet under the following captions:

                                                    DECEMBER 31,   SEPTEMBER 30,
                                                       2000           2000
                                                     ---------      ---------
     Costs and estimated earnings in excess of
       billings on uncompleted contracts             $ 656,960      $ 599,497
     Billings in excess of costs and estimated
       earnings on uncompleted contracts              (289,491)      (235,238)
                                                     ---------      ---------
                                                     $ 367,469      $ 364,259
                                                     =========      =========

6. PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at:

                                                   DECEMBER 31,    SEPTEMBER 30,
                                                       2000             2000
                                                   -----------      -----------
     Furniture and fixtures                        $    80,145      $    88,506
     Computers and other equipment                     137,760          116,367
     Construction equipment                          1,996,907        1,992,742
     Software                                            9,005           40,175
     Vehicles                                        1,418,984        1,345,237
     Leasehold improvements                             14,091           26,942
                                                   -----------      -----------
                                                     3,656,892        3,609,969
     Less accumulated depreciation
       and amortization                             (1,103,641)        (957,258)
                                                   -----------      -----------
                                                   $ 2,553,251      $ 2,652,711
                                                   ===========      ===========

7. INTANGIBLE ASSETS

     Intangible assets consist of the following at:

                                                  DECEMBER 31,     SEPTEMBER 30,
                                                     2000             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                         (1,647,175)      (1,477,347)
                                                  -----------      -----------
                                                  $ 4,743,448      $ 4,913,276
                                                  ===========      ===========

                                       8
<PAGE>
8. NOTES PAYABLE AND LONG TERM DEBT

     On October 7, 1999, the Company  issued to Richard B. McCulloch  detachable
warrants to purchase 250,000 shares of its Common Stock at $1.00 per share and a
$250,000 promissory note in consideration for $250,000.  The note bears interest
at 15% annually and originally  matured February 8, 2000, but was extended until
August 7, 2000. When the note was extended in February 2000, it was renewed as a
convertible  note so that principal and accrued interest could be converted into
Common Stock of the Company at $1.00 per share.  The offering of such  warrants,
promissory  note and  underlying  shares of Common Stock was made pursuant to an
exemption from registration  under Section 4(2) of the Securities Act as private
transactions not involving a public distribution. The warrants have a determined
value of $47,500,  which has been  recorded as a discount to the debt issued and
will be accreted to interest  expense over the term of the note. The Company has
negotiated an extension,  a lower  interest rate and extended  payment terms for
this note. See Subsequent Events.

     Effective  as of  October  22,  1999,  the  Company  issued  to 12  Squared
Partners,  LLC, an Arizona limited  liability  company;  detachable  warrants to
purchase  500,000  shares of its  Common  Stock a $0.75 per share and a $500,000
promissory note convertible into 500,000 shares of Common Stock in consideration
for  $500,000.  The note  included  interest  at a rate of 12% per annum and the
principal and interest were due and payable on April 19, 2000.  The Company paid
this loan in full on March 28, 2000, by  transferring  shares of ICCX stock that
it had acquired from the sale of its ISP.  Because the loan was paid early,  the
lender agreed to forgive all interest  accrued on the note. The offering of such
warrants,  promissory  note and  underlying  shares  of  Common  Stock  was made
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated under the Securities Act as private
transactions not involving a public distribution.  The warrants had a determined
value of  $195,000  that has been  recorded as a discount to the debt issued and
were accreted to interest expense over the term of the note. In conjunction with
this transaction, the Company issued warrants, to Joseph Charles & Assoc. and/or
their designees to purchase 100,000 shares of common stock at $0.75 per share as
payment of a partial commission.  These warrants were determined to have a value
of $39,000 and were included in consulting expense.

     Effective  as of December 28,  1999,  the Company  issued to Hare & Co., as
Trustees for Financial  Institutions  Retirement  Fund,  detachable  warrants to
purchase  16,667  shares  of its  Common  Stock at $1.00 per share and a $50,000
promissory note  convertible into 50,000 shares of Common Stock in consideration
for $50,000. The note bears interest at 12% and matured June 28, 2000, which was
subsequently  extended  to  December 1, 2000.  The  offering  of such  warrants,
promissory  note and  underlying  shares of Common Stock was made pursuant to an
exemption  from  registration  under Section 4(2) of the Securities Act and Rule
506 of Regulation D promulgated under the Securities Act as private transactions
not involving a public  distribution.  The warrants  have a determined  value of
$3,167,  which  have been  recorded  as a discount  to the debt  issued and were
accreted  to  interest  expense  over  the term of the  note.  The  Company  has
negotiated an extension and extended payment terms. See Subsequent Events.

     During the period of August  through  December  2000,  the  Company  issued
warrants to purchase  360,000 shares of the Company's  Common Stock at $1.00 per
share to  holders  of a  secured  note  issued  by the  Company's  wholly  owned
subsidiary,  OPEC  CORP.,  ("OPEC") in  exchange  for the holders  subordinating
certain of their collateral to other financing obtained by the Company.  Mark E.
Morley, a director of the Company and his  sister-in-law are 10% participants in
the loan, as tenants in common, and accordingly  received 36,000 of the warrants
issued by the Company in this  transaction.  The  offering of such  warrants and
underlying  shares  of Common  Stock  was made  pursuant  to an  exemption  from
registration  under Section 4(2) of the Securities  Act as private  transactions
not involving a public distribution.  These warrants were subsequently cancelled
and reissued at $0.20 per share. See Subsequent Events.

     OPEC had an  existing  bank line of credit  that was in place  prior to the
Company's  acquisition  of OPEC in July  1998.  The amount  available  under the
initial line of credit was $480,000,  however,  on October 16, 2000,  the credit
limit was reduced to $430,000. As of December 31, 2000, the balance was $40,000,
which was subsequently paid in January 2001.

     The Company has not paid a promissory note,  totaling $70,000 by the stated
maturity  date of  September  1, 2000 nor has it  received  from the  holder any
notice of conversion to Common Stock.  However, the Company is in the process of
negotiating extended terms on this note.

9. SEVERANCE AGREEMENT

     On November 23, 1999, the Company  entered into a Severance  Agreement with
Kendall Q. Northern,  the Company's then President and Chief Executive  Officer.
Pursuant to the Severance Agreement, Mr. Northern's employment contract with the

                                       9
<PAGE>
Company was terminated by mutual consent and Mr. Northern resigned as an officer
and director of the Company and all of its affiliates, and agreed not to compete
with the Company for a period of one year.  In  consideration  for executing the
Severance  Agreement,  the Company  paid a one-time sum of $50,000 and agreed to
pay a  one-year  separation  payment  of  $100,000  to be paid in equal  monthly
installments.  In addition, the Company paid for Mr. Northern's auto lease, auto
insurance  and medical  insurance  for one year.  The Company  also  allowed Mr.
Northern to retain certain Company property,  already in his possession,  valued
at approximately  $17,500 and to exchange 200,000 shares of the Company's Common
Stock owned by Mr.  Northern for 47,031 shares of ICCX common stock  obtained by
the  Company  from  the sale of its  Internet  access  business.  Under a mutual
agreement,  Mr. Northern  exchanged 184,000 shares of the Company's Common Stock
for 43,004 shares of ICCX stock. The Company has not paid the last seven monthly
installments of Mr. Northern's  separation  payments,  legal and other expenses,
totaling  $63,000.  The  Company has  negotiated extended payment terms for this
obligation. See Subsequent Events.

10. LEASES

     The Company is currently  negotiating  with certain  third parties to fully
satisfy certain  outstanding  equipment leases and other liabilities  related to
the  assets  acquired  from the  Company  by ICCX in an  approximate  amount  of
$260,000. The Company may be subject to certain penalties under the terms of the
agreement  between  ICCX and the  Company  if it does  not  fully  satisfy  such
liabilities in a timely manner.

11. SALE OF STOCK

     In December 2000, the Company issued  1,000,000  shares of its Common Stock
to in exchange for $100,000 to a private investor.

12. SUBSEQUENT EVENTS

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

     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,
originally granted effective October 1, 2000, were immediately vested.

     In January 2001, the Company  negotiated a second  amendment to the August,
27, 1999, Collateralized Convertible Commercial Promissory Note by OPEC CORP. 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,  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
Norwest Bank and John  Ventimiglia  with 1 million  warrants to purchase  Common
Stock of the  Company  at $0.20 per  share,  600,000  warrants  to the  original
lenders  to  purchase  Common  Stock of the  Company  at $0.40  per share and to
reprice 360,000  warrants  previously  issued to the original 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 10% participants in the original loan, as tenants in common.

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

     In January 2001,  the Company  reached  agreement with Richard B. McCulloch
regarding a $250,000 note, plus accrued interest at 15% per annum payable to him
and a lease, plus accrued interest at 19% per annum, with an approximate balance

                                       10
<PAGE>
of $282,933  payable to him. Under terms of the agreement,  Mr. McCulloch agreed
to forgive all previously  accrued interest on the note and lease as of December
31, 2000, approximately $47,865, to lower the interest rate to 8% and to combine
the  balance due on the note and lease and to accept  payments  of  $10,000,  of
principal and interest, per month on the combined balance.

     In January 2001,  the Company  entered into an agreement with Hare & Co. to
repay their  $50,000  note,  which was due December 1, 2000,  by making  monthly
payments of $2,000  including  interest  starting  February  28, 2001 and ending
October 28, 2003.

     In January 2001, the Company reached agreement with Mr. Northern to pay the
balance of his severance  agreement and legal fees totaling  $63,000 at the rate
of $5,000 per month,  including 12% interest. An initial $5,000 payment was made
on January  31, 2001 and regular  monthly  payments  are to begin March 2001 and
continuing until the entire debt is extinguished.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     All statements in this  "Management's  Discussion and Analysis of Financial
Condition  and  Results of  Operations"  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
limited  operating  history,  unpredictability  of  operating  results,  intense
competition in various aspects of its business,  the risks of rapid growth,  the
Company's  dependence  on key  personnel,  uncertainty  of  product  acceptance,
changes in laws and regulations, changes in economic conditions, an inability to
obtain financing and other risks described in the Company's reports on file with
the   Securities  and  Exchange   Commission.   In  light  of  these  risks  and
uncertainties,  all of the forward-looking  statements made herein are qualified
by these  cautionary  statements  and there can be no assurance  that the actual
results or developments anticipated by the Company will be realized. The Company
undertakes  no  obligation  to  update  or  revise  any of the  forward  looking
statements contained herein.

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

RESULTS OF OPERATIONS

     The Company operates its business under a single segment, Telecommunication
Infrastructure   Services   (formerly   called  Broadband   communications   and
engineering  construction  services).  The  Company's  previous  other  business
segments, Internet services (which was sold October 6, 2000),  telecommunication
and convergence  technology and communication  equipment sales, are now 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 $362,000 and $1,342,000,  and its net loss
was  $154,000  and  $476,000,  including  non-recurring  gains of  approximately
$215,000 and $1,246,000  from the disposal of discontinued  operations,  for the
three months ended December 31, 2000 and 1999, respectively.

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1999

REVENUES

     Total revenues, excluding revenues attributable to discontinued operations,
were  $3,259,000 for the three months ended December 31, 2000, a decrease of 11%
from  $3,661,000  for the three  months ended  December  31,  1999.  The revenue
decrease is a result of the Company changing its focus from larger projects that
typically  yield lower margins to smaller jobs with greater gross  margins.  The
Company also significantly  reduced business activity in lower margin horizontal
drilling and splicing projects.

COSTS OF REVENUES

     Cost  of  sales,   which  includes   materials,   direct  labor  costs  and
depreciation,  was  $2,603,000  during the three months ended December 31, 2000,
compared to  $3,442,000  for the three  months ended  December  31,  1999.  This
decrease is partially the result of lower revenue,  however, it is primarily the
result  of  improved  operations  and  project  selection.  Gross  margins  have
increased  from 6.0% for the three months ended  December 31, 1999, to 20.2% for
the three months ended December 31, 2000.  The increased  margins are the result
of the Company  changing its focus from larger  projects  that  typically  yield
lower  margins to smaller  jobs with  greater  gross  margins.  The Company also
reduced  business  activity in lower  margin  horizontal  drilling  and splicing
projects.  Additionally  two large  projects in the first quarter of fiscal 2000
exceeded cost estimates negatively impacting gross margins for this period.

                                       11
<PAGE>
GENERAL AND ADMINISTRATIVE

     General  and  administrative  expenses  decreased  $425,000,  or 35%,  from
$1,199,000 in the three months ended December 31, 1999, to $774,000 in the three
months ended December 31, 2000. The decrease is directly  related to elimination
of administrative  expenses required to support business segments that have been
sold or discontinued.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization decreased $46,000, from $228,000 in the three
months ended  December  31, 1999 to $182,000 in the three months ended  December
31, 2000.  This decrease is  attributable to a reduction in amortization of debt
issuance cost and reduction in corporate leasehold  improvement assets resulting
from closing the Phoenix corporate office and consolidating  offices in Colorado
Springs.

INTEREST EXPENSE

     Interest  expense  decreased  $145,000,  from  $241,000 in the three months
ended December 31, 1999, to $96,000 in the three months ended December 31, 2000.
The  decrease  in  interest  expense  is a  combination  of  decreased  debt for
equipment  resulting  from the sales of assets used in the  horizontal  drilling
business,  interest forgiven of $47,000, and reduced interest expense associated
with  accretion of debt  discount  from working  capital  loans  obtained by the
Company during the three months ended December 31, 1999 of $68,000.

OTHER

     The  Company  realized a gain of  approximately  $128,000  during the three
months ended  December 31, 1999,  on the sale of the ICCX stock  received in the
sale of its Internet access business.

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.  During the periods
ended December 31, 1999, the Company  recognized a gain of $1,246,000 related to
the disposal of its Internet access business.

LIQUIDITY AND CAPITAL RESOURCES

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

                                                  THREE MONTHS ENDED DECEMBER 31
                                                       2000           1999
                                                   -----------      ---------
     Net Cash Provided by Operating Activities     $   275,000     $   642,000
     Net Cash Used in Investing Activities             (64,000)       (593,000)
     Net Cash Provided by (Used in) Financing
       Activities                                     (486,000)        260,000
     Ending Cash Balance                                21,000         469,000
     Working Capital (Deficit)                      (4,384,000)     (1,398,000)

     The Company had net cash provided from operating activities of $275,000 for
the three months ended  December 31, 2000 compared to $642,000 net cash provided
by operating  activities  for the three months ended December 31, 1999. Net cash
provided by operating activities was less during the three months ended December
31, 2000  primarily  due to lower  growth in  accounts  payable.  The  Company's
investment  activities  required  $64,000 and $593,000,  during the three months
ended  December  31, 2000 and 1999,  respectively.  The  primary  reason for the
change in cash used from investing activities in the three months ended December
31, 2000 was the decrease in cash provided by (used in) discontinued  operations
of  $356,000.  Financing  activities  used  $486,000 in the three  months  ended
December 31, 2000 and provided  $260,000 in the three months ended  December 31,
1999. The cash proceeds in the period ending  Decmber 31, 2000 was  attributable
to the sale of  common  stock  while  the cash  proceeds  in the  period  ending
December 31, 1999 was attributable to net debt proceeds.

                                       12
<PAGE>
     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 an  existing  bank line of credit  that was in place  prior to the
Company's  acquisition  of OPEC in July  1998.  The amount  available  under the
initial line of credit was $480,000,  however,  on October 16, 2000,  the credit
limit was reduced to $430,000. As of September 30, 2000, the outstanding balance
was  $455,000 and at December  31,  2000,  the balance was $40,000.  The Company
terminated the original 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.

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

     In August 1999, OPEC obtained a loan for $1,000,000, which was evidenced by
a convertible note which was originally convertible 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. In
January 2001,  the original note was amended to provide among other things that:
(i) the due date was extended  until December 31, 2002, but the note is callable
on  demand  at  the  option  of  the  holders,   (ii)  the  holders  will  allow
subordination  of the  collateral to factoring of accounts  receivable to a bank
based on a formula, (iii) two of the original holders will provide an additional
$300,000 revolving line of credit, (iv) the conversion privilege on the $444,444
at $1.00 per share was removed (v) the holders providing the $300,000  revolving
credit line will receive  1,000,000  warrants to purchase the  Company's  Common
Stock at $0.20,  and the original  lenders receive 600,000  warrants to purchase
the Company's Common Stock at $0.40 and the 360,000 warrants  previously  issued
to the holders  will be re-priced  at $0.20.  Mark E. Morley,  a director of the
Company and his  sister-in-law  are 10%  participants  in the original  loan, as
tenants in common.

     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 William H. Peetz,  at $0.10 per share,  to obtain funds in
the amount of $100,000.

     The Company,  however,  has incurred  substantial  current debt,  including
accounts  payable,  during  the  past  two  years,  because  of its  substantial
unprofitable operations. A significant portion of the Company's accounts payable
and borrowings  were incurred from the operation of businesses,  which have been
discontinued.  The Company is now 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 an extended period of time, out of its cash flow from existing
operations. To date the Company has been successful in obtaining debt reductions
and/or  extended  payment terms on  approximately  $1,500,000 of existing  debt.
There is, however, no guarantee that the Company will be successful in obtaining
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.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     All legal  proceedings and actions 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.  None  of  the  Company's  officers,  directors  or
beneficial  owners of 5% or more of the  Company's  outstanding  securities is a
party  adverse to the Company,  nor do any of the foregoing  individuals  have a
material interest adverse to the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     In September 2000, the Company issued 2,500,000 shares of its Common Stock,
to Mark E. Morley, a director of the Company,  and his brother,  in exchange for
$100,000 and a subscription for $150,000. The subscription was subsequently paid
in October and  November  2000.  The offering of such shares of Common Stock was
made  pursuant to an  exemption  from  registration  under  Section  4(2) of the
Securities Act and Rule 506 of Regulation D promulgated under the Securities Act
as private transactions not involving a public distribution.

     During the period of October  through  December  2000,  the Company  issued
warrants to purchase  240,000 shares of the Company's  Common Stock at $1.00 per
share to holders of a secured  note issued by the  Company in  exchange  for the
holders subordinating certain of their collateral to other financing obtained by
the Company. The purchase price under these warrants was subsequently reduced to
$0.20 per share under an  agreement to modify the terms of the note entered into
January,  16,  2001.  Mark  E.  Morley,  a  director  of the  Company,  and  his
sister-in-law  are 10%  participants  in the loan,  as tenants  in  common,  and
accordingly  received  24,000  of the  warrants  issued by the  Company  in this
transaction. The offering of such warrants and underlying shares of Common Stock
was made pursuant to an exemption  from  registration  under Section 4(2) of the
Securities Act as private transactions not involving a public distribution.

     Effective  October 1, 2000, the Company  issued  warrants to purchase up to
9,060,000  shares of the Company's  Common Stock,  at $0.20 per share, to senior
management  of the  Company.  4,060,000  of the warrants are subject to an equal
three-year  annual  vesting  schedule,  which may be  accelerated  under certain
circumstances.  2,000,000  of the warrants  issued to Steven R. Green,  a former
director of the Company,  were fully vested under a Severance  Agreement entered
into with Mr. Green on January 12, 2001.  Warrants to purchase  2,000,000 Common
shares were  subsequently  surrendered by Earl J. Cook, the former President and
Chief  Executive  Officer,  pursuant to a Severance  Agreement dated January 12,
2001. As part of his severance  agreement,  the Company issued to Mr. Cook fully
vested warrants to purchase up to 1,000,000 shares of the Company's Common Stock
at $0.15 per share.  The 1,000,000  warrants issued to Bruce A. Robson were also
canceled upon his  termination  from the Company in February 2001. Such warrants
and the  underlying  shares of Common  Stock were  issued  without  registration
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act as a private transaction not involving a public distribution.

     In December 2000, the Company issued  1,000,000  shares of its Common Stock
to William H. Peetz in exchange  for  $100,000.  The  offering of such shares of
Common Stock was made pursuant to an exemption from  registration  under Section
4(2) of the  Securities  Act and Rule 506 of Regulation D promulgated  under the
Securities Act as private transactions not involving a public distribution.

                                       14
<PAGE>
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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        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.

                                       15
<PAGE>
        4.46    Form of Warrant to Purchase 500,000 shares of Common Stock in
                the name of John M. Ventimiglia dated January 16, 2001.

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

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

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

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

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

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

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

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

       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 Amendment 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 with Wells Fargo Bank West and John Ventimiglia
                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. Trustee to the
                Wells Fargo Bank West 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.

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

     (b) No reports on Form 8-K were filed under the Securities and Exchange Act
of 1934 during the quarter ended December 31, 2000.

                                       16
<PAGE>
                                   SIGNATURES

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

                                       FUTUREONE, INC.

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

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

                                       17
<PAGE>
                                  EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        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.

                                       18
<PAGE>
        4.46    Form of Warrant to Purchase 500,000 shares of Common Stock in
                the name of John M. Ventimiglia dated January 16, 2001.

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

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

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

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

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

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

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

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

       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 Amendment 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 with Wells Fargo Bank West and John Ventimiglia
                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. Trustee to the
                Wells Fargo Bank West 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.

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

                                       19