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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002

                                       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  -
                March 31, 2002 and September 30, 2001                      3

                Condensed consolidated statements of operations -
                Three and six months ended March 31, 2002 and 2001         4

                Condensed consolidated statements of cash flows  -
                Six months ended March 31, 2002 and 2001                   5

                Notes to condensed consolidated financial statements       6

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

 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                                                               14




                                      -2-
<PAGE>



                          PART I. FINANCIAL INFORMATION

I. ITEM 1.    FINANCIAL STATEMENTS


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

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                       MARCH 31,         SEPTEMBER 30,
                                                                                         2002                2001
                                                                                 -------------------------------------
                                     ASSETS
CURRENT ASSETS:
<S>                                                                                   <C>              <C>
    Cash and cash equivalents                                                         $       22,171   $      56,221
    Trade accounts receivable, net of allowance for doubtful accounts of                   1,132,400       1,540,583
    $93,000 and $458,000 at March 31, 2002 and September 30, 2001, respectively
    Costs and estimated earnings in excess of billings on uncompleted contracts              108,986         528,489
    Prepaid expenses and other assets                                                        176,391         145,451
                                                                                             -------   -------------
             Total current assets                                                          1,439,948       2,270,744
PROPERTY AND EQUIPMENT, net                                                                1,965,200       2,338,407
NOTES RECEIVABLE                                                                             101,577          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                                                                  3,592,817   $   4,753,444
                                                                                           =========   =============
                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Notes payable to stockholders                                                              2,450   $       2,450
    Trade accounts payable                                                                 1,762,331       2,694,608
    Accrued expenses                                                                         535,241         413,525
    Taxes payable                                                                            283,007         278,854
    Billings in excess of costs and estimated earnings on uncompleted contracts              278,814         333,290
    Debt in default and current portion of long term debt and capital leases               1,992,955       2,151,326
    Other liabilities                                                                         14,824           1,259
                                                                                              ------   -------------
             Total current liabilities                                                     4,869,622       5,875,312
LIABILITIES SUBJECT TO COMPROMISE  (Note  (A)  below)                                      1,512,528       1,512,528
NOTES PAYABLE, less current portion                                                          469,044         630,025
CAPITAL LEASE PAYABLE, less current portion                                                  135,234         207,039
STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value, 50,000,000 shares authorized and 16,922,151
         shares issued                                                                        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                                                                  (17,652,606)    (17,730,278)
                                                                                        ------------   -------------
             Total stockholders' deficit                                                  (3,393,611)     (3,471,460)
                                                                                         -----------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         $      3,592,817   $   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

</TABLE>

                                      -3-

                             See Accompanying Notes

<PAGE>






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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                For The Three Months Ended March 31,  For The Six Months Ended March 31,
                                                      2002               2001              2002               2001
                                                ----------------- -----------------  ----------------  --------------

Revenues:
<S>                                             <C>               <C>                 <C>               <C>
Contract revenues                               $    1,288,262    $    4,072,242      $    3,559,791    $    7,330,769
Costs of revenues (a)                                  965,850         3,414,470           2,296,263         6,017,320
                                                --------------    --------------      --------------    --------------
Gross profit                                           322,412           657,772           1,301,528         1,313,449

Operating Expenses:
General and administrative                             215,913           772,066             877,229         1,545,634
Depreciation and amortization                           26,141           176,303              40,589          357,936
                                                --------------    --------------      --------------    --------------
Total operating expenses                               242,054           948,369             917,818         1,903,570
                                                --------------    --------------      --------------    --------------
Income (Loss) from operations                           80,358          (290,597)            383,710          (590,121)

Other Income (Expense):
Interest expense                                      (119,501)         (288,663)           (236,406)         (384,444)
Gain (loss) on disposal of assets                      (23,987)            9,682             (11,591)            9,682
Gain (loss) on sale of available for sale                    -          (210,281)                  -          (210,280)
securities
Other                                                   (7,072)          209,647             (12,684           243,039
                                                --------------    --------------      --------------    --------------
Total other income (expense)                          (150,560)         (279,615)           (280,681)         (342,003)

Reorganization Items:
Professional fees                                       13,216                 -             45,1693                 -
Trustee fees                                               500                 -               1,000                 -
                                                --------------    --------------      --------------    --------------
Total reorganization items                              13,716                 -              46,169                 -
                                                --------------    --------------      --------------    --------------
Income (Loss) from continuing operations               (83,918)         (570,212)             76,880          (932,124)

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

Net Income (Loss)                               $      (83,918)   $     (570,212)     $       76,880    $     (723,891)

Basic and Diluted Net Loss Per Common Share:
Loss from continuing operations                 $         .(01)   $         .(03)    $           .01    $         (.05)
Gain from discontinued operations                           --                --                  --               .01
                                                --------------    --------------      --------------    --------------
Net loss per common share                       $         ( 01)   $          (03)    $            01    $         (.04)

Basic and Diluted Weighted Average Shares           16,629,301        16,877,920          16,629,301        16,425,173
</TABLE>


(a)      Includes $169,000 and $178,000 of depreciation in three months
         ended March 31, 2002 and 2001, and $342,000 and $346,000 of
         depreciation in six months ended March 31, 2002 and 2001, respectively.




                                       -4-
                             See Accompanying Notes

<PAGE>



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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                           FOR THE SIX MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                      -----------------------------------
                                                                                      ----------------   ----------------
                                                                                           2002               2001
                                                                                      ----------------   ----------------
                                                                                      ----------------   ----------------
OPERATING ACTIVITIES:
<S>                                                                                   <C>                <C>
Net Income (Loss)                                                                     $       76,880     $     (723,891)
    Adjustments to reconcile net loss to net cash provided by (used in) operating
         activities:
        Depreciation and amortization                                                        364,768            703,979
        Provision for doubtful accounts                                                     (364,586)            66,000
        Amortization of unearned compensation                                                      -              93,031
        Realized and unrealized (gain) loss on investments                                         -             209,232
        Loss (gain) on sale of assets                                                         11,591             (9,682)
        Net cash used in discontinued operations activities                                        -            (95,316)
        Loss (gain) on sale of discontinued operations                                             -           (215,456)
        Changes in operating assets and liabilities:
          Trade accounts receivable                                                          772,769            (64,278)
          Notes receivable                                                                   (45,211)                 -
          Costs and estimated earnings in excess of billings on uncompleted                  419,503            (10,033)
          contracts
          Prepaid expenses and other assets                                                  (33,622)           (68,230)
          Trade accounts payable                                                            (932,277)            31,607
          Accrued expenses and other liabilities                                             140,403            309,462
          Billings in excess of costs and estimated earnings on uncompleted                  (54,476)           (47,109)
                                                                                      ---------------    ---------------
          contracts
              Net cash provided by (used in) operating activities                            355,742            147,709
INVESTING ACTIVITIES:
    Purchase of property and equipment                                                       (54,514)          (100,137)
    Disposal of assets                                                                        51,362
    Change in notes receivable and other assets                                                    -             19,855
    Net cash provided by discontinued operating activities                                                       75,000
    Change in net assets of discontinued operations                                             4517            (20,316)
                                                                                      --------------     --------------
              Net cash provided by (used in) investing activities                              1,365             (5,282)
FINANCING ACTIVITIES:
    Payments on line-of-credit                                                                                 (455,000)
    Principal payments on notes payable and capital leases                                  (391,157)          (141,611)
    Proceeds from sale of common stock
                                                                                                  -             196,775
    Debt issuance costs                                                                           -             127,000
    Proceeds from borrowings on notes payable and capital leases                                  -             631,744
    Proceeds from issuance of common stock                                                        -             250,000
                                                                                      --------------            -------
    Net cash provided by (used in) financing activities                                     (391,157)          (380,884)
                                                                                      --------------     ---------------
    Increase (decrease) in cash and cash equivalents                                         (34,050)          (238,457)
    Cash and cash equivalents at beginning of period                                          56,221            296,285
                                                                                      --------------     --------------
    Cash and cash equivalents at end of period                                                22,171             57,828
                                                                                      ==============     ==============

</TABLE>

                                      -5-
                             See Accompanying Notes
<PAGE>


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


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 MARCH 31, 2002


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 March 31,
2002, 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  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 March 31, 2002 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. On May 2, 2002, the Company submitted its
second amended reorganization plan to the court. As of May 10, 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.

                                      -6-
<PAGE>

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.

4  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. Effective March, 2002 the Company terminated
account purchase activity with the bank. The Company is attempting to resolve
any penalties that may result from termination of the Account Purchase
Agreement. The Company does not believe the penalties will exceed $20,000.

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 (Note 6). 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. As of March 31, 2002, approximately $439,000 of the
Company's accounts receivable were sold and assigned to the private investors.

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.

                                      -7-
<PAGE>

         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.

Critical Accounting Policies

         The discussion  and analysis of our financial  condition and results of
operations are based on the  consolidated  financial  statements which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial  statements requires estimates
and assumptions that affect the reported amounts and disclosures.

         We believe the  following,  among  others,  to be  critical  accounting
policies.  That is, they are both  important to the  portrayal of the  Company's
financial  condition  and  results of  operations,  and they  required  critical
management judgements and estimates about matters that are inherently uncertain.
Although we believed our judgments and estimates are  appropriated  and correct,
actual future results may differ from our estimates.

         Basis of Consolidation - We have consolidated the financial  statements
which include the accounts of the Company and its subsidiaries, all of which are
wholly  owned   subsidiaries.   All   significant   intercompany  accounts  and
transactions have been eliminated.

         Bankruptcy  Reporting - We have  prepared the  financial  statements in
accordance with the American Institute of Certified Public Accountants Statement
of Position 90-7 (SOP 90-7) for reporting  bankruptcy  related  items.  SOP 90-7
requires  the  Company  to record  claims at the  amount  allowed  or the amount
estimated to be allowed as opposed to the amount for which the  liabilities  are
expected  to  be  settled.   SOP  90-7  also  requires  separate  balance  sheet
classification for liabilities subject to compromise, and requires disclosure of
certain bankruptcy related items.  Reorganization  items are separately reported
as such in the statement of operations.

         Revenue and Cost  Recognition  - We recognize  revenue  from  contracts
using the  percentage  of  completion  method.  Under this method,  revenues are
recognized  and measured by the  percentage  of costs  incurred to date to total
estimated  costs  for  each  contract.   Provisions  for  estimated   losses  on
uncompleted  contracts  are  made  in  the  period  in  which  such  losses  are
determined.

         We  include in cost of sales all direct  material  and labor  costs and
those indirect costs related to contract  performance,  such as indirect  labor,
supplies, tools, repairs and depreciation.  General and administrative costs are
charged to expense as incurred. Changes in job performance,  job conditions, and
estimated   profitability,   including  those  arising  from  contract   penalty
provisions,  and final contract settlements may result in revisions in costs and
income and are recognized in the period in which the revisions are determined.




                                       -8-
<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.

THREE  MONTHS  ENDED MARCH 31, 2002  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
2001

         The Company's  operating  income was $81,000 for the three months ended
March 31,  2002  compared  to a $291,000  operating  loss for the same period in
2001.  The  Company's  net loss was $84,000 for the three months ended March 31,
2002 compared to a $570,000 net loss for the period in 2001.

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were  $1,288,000  for the three  months  ended  March 31,  2002,  a
decrease of 68.4.% from  $4,072,000  for the three  months ended March 31, 2001.
The current economic slowdown in the  telecommunication  industry has negatively
impacted revenue. The Company anticipates revenue to remain at current levels or
increase  modestly in the  remainder  of the fiscal  year.  Considering  current
economic  conditions  in the  telecommunication  industry,  the  Company can not
predict when revenues  will  recover.  The Company is attempting to identify new
revenue sources and is more aggressively pursuing additional projects.

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation was $966,000 during the three months ended March 31, 2002, compared
to  $3,414,000  for the three  months ended March 31,  2001.  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. Gross margins increased from 16.2% for the
three months ended March 31, 2001, to 25.0% for the three months ended March 31,
2002.

GENERAL AND ADMINISTRATIVE

         General and administrative  expenses decreased $557,000, or 72.2%, from
$772,000  in the three  months  ended March 31,  2001,  to $215,000 in the three
months ended March 31, 2002.  General and  administrative  expenses were reduced
$365,000 due to the collection of accounts receivable previously reserved due to
Chapter 11 filing of the customer. Additional expense reduction 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.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization,  not including  depreciation included in
cost of sales,  decreased $150,000 from $176,000 in the three months ended March
31, 2001 to $26,000 in the three months  ended March 31, 2002.  The decrease was
attributable  to the  elimination of goodwill  amortization  related to the OPEC
acquisition.



                                      -9-
<PAGE>



INTEREST EXPENSE

         Interest expense  decreased  $169,000 from $288,000 in the three months
ended March 31,  2001,  to $120,000 in the three  months ended March 31, 2002. .
The decrease in interest  expense is primarily due to reduced  interest  expense
associated  with accretion of debt discount from working  capital loans obtained
by the Company during the six months ended March 30,

OTHER

         The Company realized a loss of  approximately  $24,000 during the three
months ended March 31, 2002,  related to the abandonment of certain software and
furniture assets.

REORGANIZATION ITEMS

         During  the  quarter  ending  March  31,  2002,  the  Company  incurred
professional  fees  of  $14,000  in  administrative   expenses  related  to  its
bankruptcy proceedings.

SIX MONTHS ENDED MARCH 30, 2002 COMPARED WITH SIX MONTHS ENDED MARCH 30, 2001

REVENUES

         Total  revenues,   excluding  revenues   attributable  to  discontinued
operations,  were $3,600,000 for the six months ended March 30, 2002, a decrease
of 50.9%,  from  $7,331,000 for the six months ended March 30, 2001. The current
economic  slowdown in the  telecommunication  industry has  negatively  impacted
revenue. The Company anticipates revenue to remain at current levels or increase
modestly in the  remainder  of the fiscal  year.  Considering  current  economic
conditions in the telecommunication  industry,  the Company can not predict when
revenues will recover. The Company is attempting to identify new revenue sources
and is more aggressively pursuing additional projects.

COSTS OF REVENUES

         Cost of  sales,  which  includes  materials,  direct  labor  costs  and
depreciation,  was  $2,296,000  during  the six  months  ended  March 30,  2002,
compared to $6,017,000 for the six months ended March 30, 2001. While operations
and project selection improved during fiscal 2001, the decrease is primarily the
result of lower revenues.  Gross margins increased from 17.9% for the six months
ended March 30, 2001,  to 36.2% for the six months ended March 30, 2002.  Direct
labor,  overtime,  equipment rental,  construction related travel and contractor
expenses were significantly reduced.

GENERAL AND ADMINISTRATIVE

         General and administrative  expenses decreased $669,000, or 43.3%, from
$1,546,000 in the six months ended March 30, 2001, to $877,000 in the six months
ended March 30,  2002.  The decrease was mainly  related to the  elimination  of
administrative  expenses required to support business segments that were sold or
discontinued.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization,  not including  depreciation included in
cost of sales,  decreased  $317,000  from $357,000 in the six months ended March
30, 2001 to $41,000 in the six months  ended March 30,  2002.  The  decrease was
attributable  to the  elimination of goodwill  amortization  related to the OPEC
acquisition



                                      -10-
<PAGE>



INTEREST EXPENSE

         Interest  expense  decreased  $148,000  from $384,000 in the six months
ended March 30, 2001,  to $236,000 in the six months  ended March 30, 2002.  The
decrease  in  interest  expense is  primarily  due to reduced  interest  expense
associated  with accretion of debt discount from working  capital loans obtained
by the Company during the six months ended March 30, 2001.

OTHER

         The Company  realized a loss of  approximately  $210,000 during the six
months ended March 30, 2001, on the recognition of the prolonged  decline in the
value of ICCX stock received when the Company sold its internet service provider
business.  Company  officers  canceled  personal  notes  due  from  the  Company
resulting in a gain of approximately  $188,000 during the six months ended March
30, 2001.

REORGANIZATION ITEMS

         During  the six months  ending  June 20,  2001,  the  Company  incurred
professional  fees of  $47,000  in  legal  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. The
Company filed its second amended  reorganization  plan on May 2, 2002. As of May
10, 2002, the Company's  reorganization  plan had not been  approved.  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:

                                                      SIX MONTHS ENDED MARCH 31
                                                         2002            2001
                                                    ------------    -----------

 Net Cash Provided by (Used in) Operating             $   355,000   $  147,000
 Activities....................................
 Net Cash Provided by (Used in) Investing                   1,000       (5,000)
 Activities....................................
 Net Cash Provided by (Used in)Financing                 (391,000)     381,000
 Activities....................................
 Ending Cash Balance...........................            22,000      (58,000)
 Working Capital Deficit.......................        (3,430,000)  (2,680,000)
          (March 2002 working capital deficit excludes
          $1,513,000 in liabilities subject to compromise)



                                      -11-
<PAGE>


         The Company had net cash provided from operating activities of $360,000
for the six months ended March 31, 2002  compared to $148,000 net cash  provided
by  operating  activities  for the six months  ended  March 31,  2001.  Net cash
provided from  operating  activities  was reduced as result of decrease in trade
accounts payable $950,000.  The Company's investment  activities required $3,000
and $5,000,  during the six months ended March 31, 2002 and 2001,  respectively.
Financing  activities  used  $391,000 in the six months ended March 31, 2002 and
used $381,000 in the six months ended March 31, 2001. All the cash proceeds from
financing  activities in the period ending March 31, 2001 were  attributable  to
the sale of common stock.

         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 to acquire asset based
line of credit that if  obtained  will  significantly  reduce  current  interest
charges. Additionally, the Company will continue discussions with equity capital
groups and may include equity funds as part of its restructuring plan.

         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,  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 is 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.

         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."



                                      -12-
<PAGE>


         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.  Activities  under this
agreement were terminated in March of 2002.

         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

         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.

         On January 21, 2002 OPEC entered into agreements modifying the terms of
the  $1,000,000  and $300,000  notes.  The Interest  rate was changed to 18%, 9%
payable each month and 9% deferred  until the loans are  terminated.  The change
was  effective  July 1,  2001.  As of May 10,  2002  OPEC has paid the  $300,000
entirely and reduced the $1,000,000 note to $864,000. Deferred interest recorded
through March 31, 2002 was $79,000.

         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.



                                      -13-
<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


NUMBER   DESCRIPTION OF EXHIBIT
------   ----------------------
<TABLE>
<CAPTION>

<C>                                          <C>
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.*

*        Incorporated by reference from the Company's Form 10-QSB Registration Statement filed with the Commission on
         February 15, 2002.
</TABLE>


         (b)      No reports on Form 8-K were filed under the Securities
                  and Exchange Act of 1934 during the quarter ended March 31,
                  2002


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


(b)      Exhibits


NUMBER   DESCRIPTION OF EXHIBIT
------   ----------------
<TABLE>
<CAPTION>

<C>                                    <C>
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.

*           Incorporated by reference from the Company's Form 10-QSB Registration Statement filed with the Commission on
            February 15, 2002.
</TABLE>

         (b)      No reports on Form 8-K were filed under the Securities
                  and Exchange Act of 1934 during the quarter ended March 31,
                  2002




                                      -14-