25
                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934


                     For Quarter Ended:       March 31, 2001


                      Commission File Number:       0-26415


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


          Delaware  13-3876100
(State of Incorporation)                (IRS Employer ID No)

             6413 Congress Avenue, Suite 240, Boca Raton, FL  33487
                     (Address of principal executive office)


                                 (561) 988-0819
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes [X]  No [ ].

The number of shares outstanding of registrant's common stock, par value $.00001
per share, as of March 31, 2001 was 788,446,187.

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X].


<PAGE>
EVOLVE ONE, INC. AND SUBSIDIARIES

                            INDEX

                                                           Page
                                                            No.
Part I.    Financial Information (unaudited)

   Item 1. Condensed Consolidated:
             Balance Sheet - March 31, 2001                  3

             Statements of Operations-                       4
             Three Months Ended March 31, 2001 and 2000

             Statement of Stockholders' Equity -             5
             Three Months Ended March 31, 2001

             Statements of Cash Flows -                     6-7
             Three Months Ended March 31, 2001 and 2000

             Notes to Financial Statements -               8-12
             Three Months Ended March 31, 2001 and 2000

   Item 2. Managements Discussion and Analysis of          13-15
           Financial Condition and Results of Operations

Part II.   Other Information                                16





                               2

<PAGE>
<TABLE>
EVOLVE ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2001
(Unaudited)


Assets
<S>                                                             <C>
Current assets
  Cash and cash equivalents                                       $ 2,992,637
  Accounts receivable                                                  30,305
  Marketable equity securities                                      4,075,023
  Inventory                                                           478,984
  Notes receivable                                                     14,945
  Prepaid expenses                                                     32,532
                                                                  -----------
Total current assets                                                7,624,426
Property and equipment, net                                           672,761
Marketable equity securities                                        5,565,000
Investments in partially-owned equity affiliates - at cost             76,291
Goodwill, less accumulated amortization of $6,028                      43,212
Other assets                                                           14,991
                                                                 ------------
                                                                  $13,996,681
                                                                 ============
Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable                                                $    39,268
  Accrued expenses                                                     16,892
  Stockholder loans                                                    16,748
  Deferred income taxes                                               782,000
                                                                  -----------
Total current liabilities                                             854,908
                                                                  -----------
Deferred income taxes                                             $ 1,849,300
                                                                  -----------
Stockholders' equity
  Common stock, $.00001 par value.  Authorized 1,000,000,000            7,884
   shares:issued and outstanding 788,446,187 shares
  Paid-in capital                                                   6,819,781
  Accumulated deficit                                               (791,288)
  Accumulated other comprehensive income                            5,256,096
                                                                  -----------
Total stockholders' equity                                         11,292,473
                                                                  -----------
                                                                  $13,996,681
                                                                  ===========


See accompanying notes to condensed consolidated financial statements.
                                       3
</TABLE>
<PAGE>
<TABLE>
EVOLVE ONE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 2001 and 2000
(Unaudited)

<CAPTION>
                                                        2001           2000
<S>                                                <C>             <C>
Sales and revenues                                   $   301,027     $   499,225
Cost of sales                                            232,401         412,423
                                                     -----------     -----------
Gross profit                                              68,626          86,802
Selling, general and administrative expense              561,710         327,362
                                                     -----------     -----------
  Loss from operations                                 (493,084)       (240,560)

Other income (expense):
  Interest expense                                             -        (26,796)
  Sale of marketable equity securities                         -         598,587
  Interest and other income                               31,425          29,393
  Unrealized gain on marketable securities                   573         481,056
                                                     -----------     -----------
    Total other income (expense)                          31,998       1,082,240
                                                     -----------     -----------
Earnings (loss) before income taxes                    (461,086)         841,680
Income tax expense (benefit)                           (171,200)         318,100
                                                     -----------     -----------
Earnings (loss) from continuing operations             (289,886)         523,580
Income from discontinued operations                            -          29,093
                                                     -----------     -----------
Net earnings (loss)                                 $  (289,886)     $   552,673
                                                     ===========     ===========
Net earnings (loss) per share
  Basic and diluted                                 $     (0.00)     $      0.00
                                                     ===========     ===========
  Discontinued operations                              $       -     $      0.00
                                                     ===========     ===========
Weighted average shares outstanding
  Basic and diluted                                  788,446,187     767,446,187
                                                     ===========   =============

See accompanying notes to condensed consolidated financial statements.


                                                  4
</TABLE>

<PAGE>
<TABLE>
Evolve One, Inc. and
Subsidiaries

Condensed Consolidated Statement of
Stockholders' Equity
Three Months Ended March 31,
2001
(Unaudited)
<CAPTION>



                                          Common Stock                Paid-in
                                     Shares         Par Value         Capital
                                     -------         -------          -------
<S>                              <C>              <C>              <C>
Balance, December 31, 2000         $ 788,446,187   $       7,884   $   6,819,781
Comprehensive income (loss):
 Net loss                                      -               -               -
 Unrealized loss on available-
  for-sale securities, net                     -               -               -
     Total comprehensive loss                  -               -               -

                                     -----------     -----------     -----------
Balance, March 31, 2001            $ 788,446,187   $       7,884   $   6,819,781
</TABLE>                             ===========     ===========     ===========
<TABLE>
                                                   Accumulated
                                                      Other
                                   Accumulated    Comprehensive
                                     Deficit         Income            Total
                                     -------         -------          -------
<S>                                    <C>             <C>              <C>
Balance, December 31, 2000        $    (501,402)   $   9,242,296   $  15,568,559
Comprehensive income (loss):
 Net loss                              (289,886)               -               -
 Unrealized loss on available-
  for-sale securities, net                    -       (3,986,200)               -
     Total comprehensive loss                 -                 -     (4,276,086)

                                     -----------     -----------     -----------
Balance, March 31, 2001           $    (791,288)   $   5,256,096   $  11,292,473
                                     ===========     ===========     ===========

See accompanying notes to condensed consolidated
financial statements.
</TABLE>                               5
<PAGE>
<TABLE>

EVOLVE ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2001 and 2000
(Unaudited)
<CAPTION>
                                                               2001             2000
<S>                                                      <C>               <C>
Cash flows from operating activities
Net earnings (loss)                                        $    (289,886)     $    552,673
Adjustments to reconcile net earnings (loss) to net
 cash provided by (used in) operating activities:
  Depreciation and amortization                                    59,967            9,860
  Gain from discontinued operations                                     -         (29,093)
  Gain on marketable investment securities                              -        (598,587)
  Unrealized gain (loss) on marketable investment                   (573)        (481,056)
securities
  Proceeds from sale of marketable investment securities                -          628,578
  Purchase of marketable investment securities                          -         (23,333)
  Deferred income taxes                                         (171,200)          182,400
  Change in assets and liabilities:
    Accounts receivable                                            34,643         (17,969)
    Inventory                                                     104,440         (49,047)
    Other assets                                                   22,340         (31,865)
    Notes receivable                                                    -            5,000
    Accounts payable                                             (56,315)         (77,272)
    Accrued expenses                                             (23,395)            1,705
                                                                ---------        ---------
Net cash provided by (used in) operating activities             (319,979)           71,994
                                                                ---------        ---------
Cash flows from investing activities
  Capital expenditures                                           (93,430)         (51,029)
  Purchase of marketable investment securities                          -        (862,500)
  Net advances to discontinued operation                                -        (497,412)
                                                                ---------        ---------
Net cash used in investing activities                            (93,430)      (1,410,941)
                                                                ---------        ---------
Cash flows from financing activities
  Loan proceeds                                                         -        1,945,517
  Due to shareholders                                                   -          (1,652)
                                                                ---------        ---------
Net cash provided by financing activities                               -        1,943,865
                                                                ---------        ---------
Net increase (decrease) in cash and cash equivalents            (413,409)          604,918
Cash and cash equivalents, beginning of period                  3,406,046        2,737,538
                                                                ---------        ---------
Cash and cash equivalents, end of period                    $   2,992,637     $  3,342,456
                                                               ==========       ==========
See accompanying notes to condensed consolidated financial statements.        Continued
                                            6
</TABLE>
<PAGE>
<TABLE>


EVOLVE ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2001 and 2000
(Unaudited)
(Continued)
<CAPTION>
                                                           2001               2000
Supplemental Cash Flow Information
<S>                                                   <C>               <C>
Cash paid for:
  Interest                                               $          -      $     26,796
  Income taxes                                           $          -      $    150,000
Supplemental Schedule of Noncash Investing
        and Financing Activites:

Sale of 80% of subsidiary for receivable                 $          -      $    500,000


See accompanying notes to condensed consolidated
Finacial statements.




7
</TABLE>







<PAGE>
EVOLVE ONE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2001 and 2000
(Unaudited)
A    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Effective November 21, 2000, International Internet, Inc., through a merger
     with  an  inactive subsidiary, changed its name to Evolve  One,  Inc.  (the
     "Company" or "EONE").  EONE is a diversified holding company that  develops
     and   operates  Internet  and  direct  retail  marketing  companies.    The
     consolidated financial statements include the accounts of the  Company  and
     its   wholly   owned  subsidiaries,  StogiesOnline.com,  Inc.   ("Stogies")
     (www.stogiesonline.com),  WebHumidor.com Corp. and  International  Internet
     Ventures  I,  LLC  ("Ventures  LLC") and its majority  owned  subsidiaries,
     TheBroadcastWeb.com,  Inc.  ("Broadcast" or "BW") (www.thebroadcastweb.com)
     and Mr. Cigar, Inc. ("Cigar").

     EONE,  through  its  Venture  group, owns an  equity  interest  in  several
     companies, some of which are classified as trading securities and  some  of
     which are classified as available-for-sale securities.

     Stogies  became  an online distributor and retailer of brand  name  premium
     cigars  within  the United States on November 18, 1998.  Stogies'  products
     consist  of  premium  cigars, factory brand name seconds  and  mass  market
     cigars, which are distributed online to retail and wholesale customers.

     Broadcast  is an aggregator and broadcaster of streaming media  programming
     on  the Web with the network infrastructure to deliver or "stream" live and
     on-demand   audio   programs  over  the  Internet.    Broadcast   and   its
     representative       sites       (BluesBoyMusic.com,       SoulManMusic.com
     ClassicRockers.com, HitMusicRadio.com and JazzManMusic.com) rely  primarily
     on providers of streaming media products to license encoders to it in order
     to  broadcast  its content and to distribute player software  in  order  to
     create a broad base of users.

     The  financial statements included in this report have been prepared by the
     Company  pursuant  to  the  rules and regulations  of  the  Securities  and
     Exchange  Commission  for  interim reporting and  include  all  adjustments
     (consisting only of normal recurring adjustments) that are, in the  opinion
     of   management,  necessary  for  a  fair  presentation.   These  financial
     statements have not been audited.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  condensed or omitted pursuant  to  such  rules  and
     regulations  for  interim  reporting.   The  Company  believes   that   the
     disclosures contained herein are adequate to make the information presented
     not  misleading.   However, these financial statements should  be  read  in
     conjunction with the financial statements and notes thereto included in the
     Company's  Annual  Report for the year ended December 31,  2000,  which  is
     included in the Company's Form 10-KSB for the year ended December 31, 2000.
     The  financial  data for the interim periods presented may not  necessarily
     reflect  the  results  to  be anticipated for the complete  year.   Certain
     reclassifications of the amounts presented for the comparative period  have
     been made to conform to the current presentation.
                                    8
<PAGE>
B.   MARKETABLE INVESTMENT SECURITIES

     FAS  No.  115  "Accounting  for  Certain Investments  in  Debt  and  Equity
     Securities,"  requires  that all applicable investments  be  classified  as
     trading   securities,  available-for-sale  securities  or  held-to-maturity
     securities.   The  Company has classified certain  of  its  investments  as
     trading  securities, which are reported at fair value, which is defined  to
     be  the last closing price for the listed securities.  The unrealized gains
     and  losses, which the Company recognizes from its trading securities,  are
     included  in  earnings.   The  Company also has investments  classified  as
     available-for-sale, which are also required to be reported at  fair  value,
     with  unrealized gains and losses excluded from earnings and reported as  a
     separate  component of shareholders' equity (net of the  effect  of  income
     taxes).   Fair value is also defined to be the last closing price  for  the
     listed  security.  Due to the size of certain of the Company's  investments
     and  their  limited  trading volume, there can be  no  assurance  that  the
     Company will realize the value which is required to be used by FAS No. 115.

     The following summarize the Company's investments at March 31, 2001:

                                                                    2001
TRADING SECURITIES
Cost                                                               $ 13,915
Unrealized gain                                                      71,108
                                                                 ----------
                                                                     85,023
                                                                 ----------
AVAILABLE-FOR-SALE SECURITIES
Cost                                                            $ 1,127,604
Unrealized gain                                                   8,427,396
                                                                 ----------
                                                                  9,555,000
                                                                 ----------
    Total value                                                   9,640,023

Marketable investment securities classified as current            4,075,023
                                                                 ----------
Marketable investment securities classified as non-current      $ 5,565,000
                                                                -----------
     Gains  (losses) from trading securities that were included in earnings  for
     the three months ended March 31, 2001 and 2000 were as follows:

                                2001         2000
                 Realized    $      -   $    598,587
                              =======   ============
               Unrealized   $     573   $    481,056
                              =======   ============
     Unrealized gains from available-for-sale securities included as a component
     of equity for the three months ended March 31, 2001 were as follows:

                                         2001
         Unrealized gain             $ 8,427,396
         Less: Deferred income taxes   3,171,300
                                       ---------
                                     $ 5,256,096
                                       =========
                                       9

<PAGE>
     The   Company's   investment  in  available-for-sale  securities   includes
     10,200,000  shares (10,000,000 shares not registered) of SGD Holdings,  LTD
     ("SGD")  with a cost of $158,854 and a closing value on March 31,  2001  of
     $8,925,000 ($.875 per share).  The Company's investment represents 10.7% of
     the  outstanding  stock of SGD and accordingly the Company  is  subject  to
     certain restrictions on the number of shares it can sell.  There can be  no
     assurance  that the Company will realize the calculated carrying value  for
     the securities.

C.   INCOME TAXES

     Income tax expense (benefit) for continuing operations for the three months
     ended March 31, 2001 and 2000 consists of:

                                               2001          2000
     Current tax expense:
     Federal                             $        -       $ 115,900
     State                                        -          19,800
                                             ------          ------
                                                  -         135,700
     Deferred tax expense (benefit)          (171,200)      182,400
                                        -------------- ------------
     Total income tax expense (benefit) $    (171,200)    $ 318,100
                                        ==============  ===========
 Actual income tax expense (benefit) applicable to earnings (loss), from
continuing operations, before income taxes is reconciled with the "normally
expected" federal income tax expense (benefit) as follows for the three months
ended March 31, 2001 and 2000:

                                                      2001           2000

"Normally expected" income tax expense               $ (156,800)    $ 286,200
Increase (decrease) in taxes resulting from:
State income taxes, net of Federal income tax benefit   (16,700)       30,500
Nondeductible meals and other                             2,300         1,400
                                                       --------      --------
                                                     $ (171,200)    $ 318,100
                                                       ========      ========
     The  deferred income tax liabilities at March 31, 2001 are comprised of the
     following:

     Current   Noncurrent

Unrealized gain on trading securities               $     26,700   $       -
Unrealized gain on available-for-sale securities       1,324,300      1,847,000
Net operating loss                                      (569,000)          -
Asset basis                                                    -          2,300
                                                        ---------     ----------
 Net deferred income tax liabilities                $    782,000   $  1,849,300

D.   STOCK WARRANTS
     The  Company has 2,200,000 warrants to purchase its common stock,  with  an
     exercise price of $1.50 per share, outstanding at March 31, 2001.

                                      10
<PAGE>
E.   DIVESTITURES

     In  December 1999, the Company decided to sell its wholly owned  subsidiary
     ACS.  In March 2000, the Company completed the agreement for sale of 80% of
     its  interest in ACS to an ACS officer for $500,000.  The Company  received
     the full payment on April 5, 2000.

     The  ACS  segment  is  accounted  for  as  a  discontinued  operation,  and
     accordingly,  amounts in the financial statements and related  notes  since
     the  acquisition of ACS effective September 30, 1999, have  been  shown  as
     discontinued  operations.   Operating results of the  discontinued  segment
     during the three months ended March 31, 2000, including expenses associated
     with the divestiture, are as follows:
                   Net sales                                    $ 43,830
                                                                 ===========
                   Loss from operations before income taxes      $ (148,141)
                   Income tax benefit                                 55,800
                                                                 -----------
                   Net loss from discontinued operations            (92,341)
                                                                 -----------
                   Gain on sale                                      194,834
                   Income taxes                                      (73,400)
                                                                 -----------
                   Net gain on sale                                  121,434
                                                                 -----------
                   Net earnings from discontinued operations      $   29,093
                                                                 ===========
             Net earnings per common share:
                   Basic                                              $ 0.00
                                                                    ========
                       Diluted                                        $ 0.00
                                                                    ========
                                   11
<PAGE>
SEGMENT INFORMATION

The   Company  reports  segments  based  upon  the  management  approach,  which
designates  the  internal  reporting that  is  used  by  management  for  making
operating decisions and assessing performance.

For the three months ended March 31, 2001, the Company operated in the following
segments, none of which have intersegment revenues:
                      Ventures     Stogies  Broadcast  Corporate  Consolidated

Revenue               $      -  $ 295,738  $  5,289    $      -  $    301,027
Operating loss          (15,000) (189,040)  (86,113)     (202,931)   (493,084)
Other income (expense)    5,010        -          -        26,988      31,998
Net loss                 (6,390) (118,840)  (54,013)     (110,643)   (289,886)
Assets                9,839,875 1,362,558   148,266     2,645,982   13,996,681

For the three months ended March 31, 2000, the Company operated in the following
segments, none of which have intersegment revenues:

                         Ventures Stogies  Broadcast  Corporate  Consolidated

Revenue                 $     -   $499,050   $    175  $     -   $   499,225
Operating loss            (74,226) (65,918)   (42,391)  (58,025)    (240,560)
Other income (expense)  1,079,643       -         -      29,393    1,109,036
Earnings (loss) from
  continuing operations   625,616  (41,018)   (26,591)  (34,427)     523,580
Discontinued operations        -        -          -     29,093       29,093
Net earnings              625,616  (41,018)   (26,591)   (5,334)     552,673
Assets                  2,249,483  292,618     93,031  3,909,788   6,544,920

The  Ventures segment owns an equity interest in several companies, mainly  with
Internet  operations,  and derives its revenue from the  net  gains  and  losses
recognized  when  the investments are sold.  In addition, the  Ventures  segment
recognizes  income or loss from the unrealized gains or losses  associated  with
its trading securities.

The  Stogies segment is an online distributor and retailer of brand name premium
cigars  within the United States.  Stogies revenue includes wholesale  sales  to
cigar stores, as well as, retail sales to internet customers.

The  Broadcast  segment  is  an aggregator and broadcaster  of  streaming  media
programming  on the Web with the network infrastructure to deliver  or  "stream"
live and on-demand audio programs over the Internet.  Broadcast will derive  its
revenues from advertising sales.

Corporate  assets  consist  of  the majority  of  the  cash  and  certain  notes
receivable.   Interest expense will be allocated to the other  segments  to  the
extent it exceeds interest income.
                                    12
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS


     From  time  to  time,  the  Company may publish forward-looking  statements
     relative  to  such  matters as anticipated financial performance,  business
     prospects,  technological developments and similar  matters.   The  Private
     Securities Litigation Reform Act of 1995 provides a safe harbor for forward
     looking  statements.   All statements other than statements  of  historical
     fact  included in this section or elsewhere in this report are, or  may  be
     deemed to be, forward-looking statements within the meaning of Section  27A
     of  the Securities Act of 1933 and Section 21E of the Exchange Act of 1934.
     Important factors that could cause actual results to differ materially from
     those  discussed  in such forward-looking statements include:  1.   General
     economic factors including, but not limited to, changes in interest  rates,
     trends in disposable income; 2. Information and technological advances;  3.
     Cost  of  products  sold;  4. Competition; and  5.  Success  of  marketing,
     advertising and promotional campaigns.

     The   Company's  continuing  operations  consist  of  two  Internet   based
     businesses.   Stogies is an online distributor and retailer of  brand  name
     premium  cigars  within  the United States and  Canada.   Broadcast  is  an
     aggregator and broadcaster of streaming media programming on the  Web  with
     the  network infrastructure to deliver or "stream" live and on-demand audio
     programs over the Internet and Intranets.

     Stogies   became  operational  in  November  1998  and  it   accounts   for
     substantially   all  of  the  sales  revenue.   Broadcast   is   finalizing
     development of their infrastructure, expanding their base of listeners, and
     has started receiving advertising revenues.

A.   LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  working capital decreased from $8,594,431 at  December  31,
     2000 to $6,769,518 at March 31, 2001.  The major components of the decrease
     in  the  amount of $1,824,913 includes decreases in cash in the  amount  of
     $413,409,  decreases  in  marketable equity securities  in  the  amount  of
     $2,415,627  and  less a decrease in current deferred taxes payable  in  the
     amount of $1,087,100.

     The  Company had $319,979 in cash flow used in operations during the  three
     months  ended  March 31, 2001 as compared to $71,994 in  cash  provided  by
     operations  in  the year earlier period.  The year earlier period  included
     proceeds  from the sale of marketable securities in the amount of $628,578.
     The  Company  did  not have any sales of marketable securities  during  the
     current year.

     On  March  15,  2000,  the Company entered into an  agreement  with  Avenel
     Financial Group ("AFG") to structure and fund an investment in the  Company
     in  an  amount of up to $11,250,000.  The Company sold investors restricted
     shares  of  the  Company's common stock at a purchase price  of  $.375  per
     share.   For each five shares of common stock purchased, the investor  also
     received a warrant that entitled the owner to purchase one share of  common
     stock  at an exercise price of $1.50 per share.  AFG will be paid a fee  of
     3%  of  the  gross  amount funded to the Company.  On April  3,  2000,  the
     Company  issued,  in a private sale, 11,000,000 shares of its  unregistered
     common stock and 2,200,000 of its warrants, with an exercise price of $1.50
     per share for net proceeds of $4,001,250.

     The  Company  has budgeted capital expenditures in the amount of  $250,000,
     primarily for computer equipment and software, for the year 2001 with plans
     to  utilize cash reserves to meet its requirements.  As of March  31,  2001
     the  Company  had completed acquisition of $93,430 in capital  expenditures
     for  cash, of which $18,603 was for Broadcast's operations and $74,827  was
     for Stogies operations.
                                          13
     <PAGE>
     The  Company  had  a  line of credit agreement with Merrill  Lynch  in  the
     maximum  amount  of  $3,400,000.  The agreement  required  annual  renewal,
     expired initially on January 31, 2001 and included variable interest  at  a
     per  annum  rate equal to the sum of 2.3% plus the 30-day Dealer Commercial
     Paper Rate.  The annual fee was $34,000 and the collateral consisted  of  a
     first security interest upon the Company's Merrill Lynch securities account
     containing  securities having an aggregate value of not less than  115%  of
     the  line  of credit drawn.  At September 30, 2000, the Company had  repaid
     all advances from the line of credit.


B.   RESULTS OF OPERATIONS

     SALES  AND  COST OF SALES - During the three months ended March  31,  2001,
     sales declined to $301,027 from the year earlier amounts of $499,225.

     Stogies  revenues  declined $203,312 (41%) during the  three  months  ended
     March  31, 2001, as compared to the same year earlier period.  The  decline
     in  sales  is  attributed  to a number of factors,  including  the  slowing
     economy,  which has resulted in less product demand, the Company's  efforts
     to   increase  prices  and  the  loss  of  its  principal  wholesale  sales
     representative.   The  Company is in process of hiring  two  new  wholesale
     representatives  who  are  expected to allow  the  Company  to  expand  its
     wholesale  sales.   The Company improved its gross profit  percentage  from
     17.4%  during  the three-month period ended March 31, 2000 to 22.4%  during
     the three-month period ended March 31, 2001.

     Broadcast revenues increased to $5,289 during the three months ended  March
     31,  2001  as  compared  to  $175  during the  same  year  earlier  period.
     Broadcast  operates  five  Internet radio  stations,  each  being  a  music
     specific  format hosted by DJ's.  In Arbitron's December ratings, Broadcast
     rated  25th  out  of  almost 1,100 stations rated.  The  high  ratings  are
     expected  to  allow Broadcast to develop a base of quality advertisers  and
     thus expand its advertising revenues.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE  -  Selling,  general   and
     administrative expenses increased $234,348 (72%) to $561,710 in the  three-
     month  period  ended March 31, 2001 as compared to the  same  year  earlier
     period.   The  increase in selling, general and administrative  expense  of
     $234,348 consists primarily of increases in:  salaries and wages - $58,938;
     insurance  - $33,636; accounting and audit fees - $40,965; advertising  and
     public relations - $25,266; depreciation expense - $50,119; rent - $11,797;
     and other net of $13,627.

     The  increase  in salaries and wages includes an increase  of  $16,093  for
     Broadcast  and  an increase of $42,845 for Stogies and corporate  overhead.
     The  increase is primarily due to additional personnel, with one additional
     person  in administration and management, two additional people in  Stogies
     and  one  full-time  and  one part-time person  added  to  Broadcast.   The
     increase  in  insurance cost includes an increase of approximately  $12,500
     for  health  insurance and benefits and approximately $21,000  increase  in
     directors  and  officers  liability insurance.  The  health  insurance  and
     benefits increase includes both higher costs and more personnel included in
     the  plan.   Directors and officers liability insurance increased  starting
     April  1, 2000 due to the increase in the coverage level.  Audit fees  were
     billed  during  the  first quarter of 2001 and were not  billed  until  the
     second  quarter during 2000.  Advertising and public relations  costs  were
     higher  during  the quarter ended March 31, 2001 than in the  corresponding
     prior  year period, primarily due to utilizing an outside public  relations
     firm  during  2001.  The Company has now discontinued using this  firm  and
     will prepare news and information releases internally.
                                     14
<PAGE>
     Depreciation  expense  increased  due to  the  accounting  and  information
     management  system that was added during the third quarter  of  2000.   The
     increase in rent is due primarily to the additional space utilized  by  the
     Stogies  operation  for  warehouse, as well as,  normal  year-to-year  rent
     increases.

     INTEREST  EXPENSE - The Company incurred interest expense in the amount  of
     $26,796,  primarily on their credit facility with Merrill Lynch during  the
     three-month period ended March 31, 2000.  The Company did not have any debt
     during the current year period.

     MARKETABLE  INVESTMENT  SECURITIES  -  The  Company  sold  trading   equity
     securities  during  the  three months ended March  31,  2000  and  realized
     profits in the amount of $598,587.  The Company did not sell any marketable
     equity securities during the current year.

     The  Company recognized unrealized gains in the amount of $573  during  the
     three-month period ended March 31, 2001 and recognized unrealized gains  in
     the amount of $481,056 during the year earlier period.

     OTHER  INCOME - The Company had income of $31,425 and $29,393 from interest
     and  dividends  in the three-month periods ended March 31, 2001  and  2000,
     respectively.

     INCOME  TAXES  - The Company's effective tax rate during the  three  months
     ended  March 31, 2001 was approximately 37% as compared to 38% in the  year
     earlier  period.  The Company recognized net tax benefits during the  three
     months  ended March 31, 2001 of $171,200, primarily as a result of the  net
     operating loss incurred.

     DISCONTINUED OPERATIONS - The Company sold 80% of their investment  in  ACS
     as  of the end of March 2000.  The net earnings from discontinued operation
     in  the  amount  of $29,093 consisted of a loss of $92,341 from  operations
     (net of tax benefit in the amount of $55,800) and a gain on the sale in the
     amount of $121,434 (net of taxes in the amount of $73,400).

     OTHER  COMPREHENSIVE  INCOME  -  Unrealized gains  from  available-for-sale
     securities  included  as a component of equity as of March  31,  2001  were
     $5,256,096 ($8,427,396 gain less deferred taxes of $3,171,300).  During the
     three  months ended March 31, 2001, the Company recorded a decrease in  its
     net  unrealized gain from available-for-sale securities in  the  amount  of
     $3,986,200, which consisted of a decline in market value of $6,391,200 less
     a decrease in related deferred tax liability of $2,405,000.
                                     15

<PAGE>
                           PART II - OTHER INFORMATION


     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits - Not applicable
          (b)  Reports on Form 8-K - None during the current quarter.



                                    SIGNATURE

     Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
     Registrant  has duly caused this report to be signed on its behalf  by  the
     undersigned thereunto duly authorized.

                              EVOLVE ONE, INC.



     Date:     May 14, 2001        By:  /s/ Gary Schultheis
                                        Gary Schultheis, President



     Date:     May 14, 2001        By:  /s/ Marissa Dermer
                              Marissa Dermer, Controller and
                              Principal Accounting Officer