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: September 30, 2001


                        Commission File Number: 000-26415


                                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 September 30, 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 - September 30, 2001 ............................3

                Statements of Operations -
                Three and Nine Months Ended September 30, 2001 and 2000 .......4

                Statement of Stockholders' Equity -
                Nine Months Ended September 30, 2001 ..........................5

                Statements of Cash Flows -
                Nine Months Ended September 30, 2001 and 2000 ...............6-7

                Notes to Financial Statements ..............................8-12

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

Part II Other Information ....................................................16






                                        2

<PAGE>

Evolve One, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet
September 30, 2001
(Unaudited)




Assets

Current assets
  Cash and cash equivalents ....................................    $ 2,339,872
  Accounts receivable ..........................................         22,404
  Marketable equity securities .................................      1,686,039
  Inventory ....................................................        340,789
  Notes receivable .............................................         14,945
  Prepaid expenses .............................................         83,798
  Deferred income taxes ........................................        507,400
                                                                    -----------
Total current assets ...........................................      4,995,247
Property and equipment, net ....................................        574,357
Marketable equity securities ...................................      1,908,000
Investments in partially-owned equity affiliates - at cost .....         76,291
Goodwill, less accumulated amortization of $7,672 ..............         41,568
Other assets ...................................................         39,695
                                                                    -----------
                                                                    $ 7,635,158
                                                                    ===========

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable .............................................    $    13,944
  Note Payable .................................................         30,767
  Accrued expenses .............................................          4,178
  Stockholder loans ............................................         16,748
                                                                    -----------
Total current liabilities ......................................         65,637
                                                                    -----------
Deferred income taxes ..........................................        487,100
                                                                    -----------

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 ..........................................     (1,257,640)
  Accumulated other comprehensive income .......................      1,512,396
                                                                    -----------
Total stockholders' equity .....................................      7,082,421
                                                                    -----------
                                                                    $ 7,635,158
                                                                    ===========

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

Evolve One, Inc. and Subsidiaries


Condensed Consolidated Statements of Operations
Three and Nine Months ended September 30, 2001 and 2000
(Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                     September 30,
                                                         2001             2000             2001             2000

<S>                                                 <C>              <C>              <C>              <C>
Sales and revenues ..............................   $     285,237    $     571,233    $     908,156    $   1,692,318
Cost of sales ...................................         236,429          525,380          721,476        1,446,405
                                                    -------------    -------------    -------------    -------------
Gross profit ....................................          48,808           45,853          186,680          245,913
Selling, general and administrative expense .....         485,287          612,987        1,504,943        1,437,041
                                                    -------------    -------------    -------------    -------------
  Loss from operations ..........................        (436,479)        (567,134)      (1,318,263)      (1,191,128)
                                                    -------------    -------------    -------------    -------------

Other income (expense):
  Interest expense ..............................          (1,014)         (54,500)          (6,904)        (141,018)
  Sale of marketable equity securities ..........               -                -            2,300          647,776
  Interest and other income .....................          (3,530)         114,993           51,198          273,006
  Equity in net loss of affiliated company ......               -           (1,664)               -          (15,530)
  Unrealized gain (loss) on marketable securities         (46,254)        (599,230)         (48,069)        (448,072)
                                                    -------------    -------------    -------------    -------------
    Total other income (expense) ................         (50,798)        (540,401)          (1,475)         316,162
                                                    -------------    -------------    -------------    -------------
Loss before income taxes ........................        (487,277)      (1,107,535)      (1,319,738)        (874,966)
Income tax expense (benefit) ....................        (253,800)        (416,100)        (563,500)        (327,100)
                                                    -------------    -------------    -------------    -------------
Loss from continuing operations .................        (233,477)        (691,435)        (756,238)        (547,866)
Income from discontinued operations .............               -                -                -           29,093
                                                    -------------    -------------    -------------    -------------
Net loss ........................................   $    (233,477)   $    (691,435)   $    (756,238)   $    (518,773)
                                                    =============    =============    =============    =============

Net loss per share
  Basic and diluted .............................   $       (0.00)   $       (0.00)   $       (0.00)   $       (0.00)
                                                    =============    =============    =============    =============
  Discontinued operations .......................   $           -    $           -    $           -    $        0.00
                                                    =============    =============    =============    =============

Weighted average shares outstanding
  Basic and diluted .............................     788,446,187      778,446,187      788,446,187      774,672,464
                                                    =============    =============    =============    =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

Evolve One, Inc. and Subsidiaries


Condensed Consolidated Statement of Stockholders' Equity
Nine Months Ended September 30, 2001
(Unaudited)
<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                                                  Other
                                        Common Stock             Paid-in       Accumulated    Comprehensive
                                    Shares      Par Value        Capital         Deficit         Income           Total
                                  -----------   ------------   ------------   -------------   -------------   ------------
<S>                               <C>           <C>            <C>            <C>             <C>             <C>
Balance, December 31, 2000 ...    788,446,187   $      7,884   $  6,819,781   $   (501,402)   $  9,242,296    $ 15,568,559

Comprehensive income (loss):
 Net loss ....................              -              -              -       (756,238)              -               -

 Unrealized loss on available-
  for-sale securities, net ...              -              -              -              -      (7,729,900)              -

     Total comprehensive loss               -              -              -              -               -      (8,486,138)
                                  -----------   ------------   ------------   ------------    ------------    ------------
Balance, September 30, 2001 ..    788,446,187   $      7,884   $  6,819,781   $ (1,257,640)   $  1,512,396    $  7,082,421
                                  ===========   ============   ============   ============    ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>

Evolve One, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2001 and 2000
(Unaudited)
<TABLE>
<CAPTION>
                                                                2001           2000
<S>                                                        <C>            <C>
Cash flows from operating activities
Net loss ...............................................   $  (756,238)   $  (518,773)
Adjustments to reconcile net loss to net
 cash (used in) operating activities:
  Depreciation and amortization ........................       200,049         74,218
  Gain from discontinued operations ....................             -        (29,093)
  Equity in loss of affiliated company .................             -         15,530
  Gain on marketable investment securities .............        (2,300)      (647,776)
  Unrealized loss on marketable investment securities ..        48,069        448,072
  Proceeds from sale of marketable investment securities         5,642        678,566
  Purchase of marketable investment securities .........             -        (23,333)
  Deferred income taxes ................................      (563,500)      (309,500)
  Change in assets and liabilities:
    Accounts receivable ................................        42,544        (45,597)
    Inventory ..........................................       242,635       (602,486)
    Other assets .......................................        36,073        (93,522)
    Notes receivable ...................................             -         11,405
    Accounts payable ...................................       (81,639)       (89,216)
    Accrued expenses ...................................       (36,110)         3,617
    Income taxes payable ...............................             -        (30,318)
                                                           -----------    -----------
Net cash used in operating activities ..................      (864,775)    (1,158,206)
                                                           -----------    -----------

Cash flows from investing activities
  Capital expenditures .................................      (132,112)      (693,752)
  Purchase of marketable investment securities .........        (9,000)    (1,068,750)
  Proceeds from sale of discontinued operations ........             -        500,000
  Net advances to discontinued operation ...............             -       (497,412)
                                                           -----------    -----------
Net cash used in investing activities ..................      (141,112)    (1,759,914)
                                                           -----------    -----------

Cash flows from financing activities
  Sale of common stock for cash ........................             -      4,001,250
  Loan proceeds ........................................             -      3,651,222
  Loan repayment .......................................       (60,287)    (3,711,551)
  Due to shareholders ..................................             -         (1,252)
                                                           -----------    -----------
Net cash provided by (used in) financing activities ....       (60,287)     3,939,669
                                                           -----------    -----------
Net increase (decrease) in cash and cash equivalents ...    (1,066,174)     1,021,549
Cash and cash equivalents, beginning of period .........     3,406,046      2,737,538
                                                           -----------    -----------
Cash and cash equivalents, end of period ...............   $ 2,339,872    $ 3,759,087
                                                           ===========    ===========
                                                                   Continued
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>

Evolve One, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2001 and 2000
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
                                                               2001          2000
Supplemental Cash Flow Information
<S>                                                        <C>            <C>
Cash paid for:
  Interest ..............................................  $     6,904    $   141,018
  Income taxes ..........................................  $         -    $   150,923

Supplemental Schedule of Noncash Investing and
  Financing Activities

Insurance Financing .....................................  $    91,054    $    91,410
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       7

<PAGE>

Evolve One, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 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), 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

         SFAS 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 SFAS No. 115.

         The following summarize the Company's investments at September 30,
         2001:

                                                                        2001
         TRADING SECURITIES
         Cost .....................................................  $   10,572
         Unrealized gain ..........................................      22,467
                                                                     ----------
                                                                         33,039
                                                                     ----------

         AVAILABLE-FOR-SALE SECURITIES
         Cost .....................................................   1,136,604
         Unrealized gain ..........................................   2,424,396
                                                                     ----------
                                                                      3,561,000
                                                                     ----------

         Total value ..............................................   3,594,039
         Marketable investment securities classified as current ...   1,686,039
                                                                     ----------
         Marketable investment securities classified as non-current  $1,908,000
                                                                     ==========

         Gains (losses) from trading securities that were included in earnings
         for the nine months ended September 30, 2001 and 2000 were as follows:

                                                          2001           2000

         Realized ..................................   $   2,300     $  647,776
                                                       =========     ==========
         Unrealized ................................   $ (48,069)    $ (448,072)
                                                       =========     ==========

         Unrealized gains from available-for-sale securities included as a
         component of equity for the nine months ended September 30, 2001 and
         2000 were as follows:

                                                         2001          2000

         Unrealized gain ........................   $ 2,424,396    $ 20,193,396
         Less: deferred income taxes ............       912,000       7,598,800
                                                    -----------    ------------

                                                    $ 1,512,396    $ 12,594,596
                                                    ===========    ============


                                       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 September
         30, 2001 of $3,060,000 ($.30 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 nine
         months ended September 30, 2001 and 2000 consists of:

                                                          2001         2000
         Current tax expense:
                  Federal ..........................   $       -    $       -
                  State ............................           -            -
                                                       ---------    ---------
                                                       ---------    ---------
         Deferred tax expense (benefit) ............    (563,500)    (327,100)
                                                       ---------    ---------
                  Total income tax expense (benefit)   $(563,500)   $(327,100)
                                                       =========    =========

         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 nine months ended September 30, 2001 and 2000:
<TABLE>
<CAPTION>

                                                                        2001         2000

        <S>                                                          <C>          <C>
         "Normally expected" income tax expense (benefit) ........   $(448,700)   $(297,488)
         Increase (decrease) in taxes resulting from:
             State income taxes, net of Federal income tax benefit     (47,900)     (31,762)
             Nondeductible meals and other .......................     (66,900)       2,150
                                                                     ---------    ---------
                                                                     $(563,500)   $(327,100)
                                                                     =========    =========
</TABLE>

         The deferred income tax liabilities (assets) at September 30, 2001 are
comprised of the following:
<TABLE>
<CAPTION>
                                                             Current       Noncurrent

        <S>                                                 <C>            <C>
         Unrealized gain on trading securities ..........   $   8,500      $       -
         Unrealized gain on available-for-sale securities     428,000        484,500
         Net operating loss .............................    (943,900)             -
         Asset basis ....................................           -          3,100
                                                            ---------      ---------
             Net deferred income tax liabilities (assets)   $(507,400)     $ 487,600
                                                            =========      =========
</TABLE>

D.       STOCK WARRANTS

         The Company has outstanding 2,200,000 warrants to purchase its common
         stock, with an exercise price of $1.50 per share at September 30, 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 nine months ended September 30, 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>

F.      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 nine months ended September 30, 2001, the Company operated in the
following segments, none of which have intersegment revenues:

<TABLE>
<CAPTION>

                           Ventures       Stogies      Broadcast     Corporate     Consolidated
                         ------------   ------------   ----------   ------------   ------------
<S>                      <C>            <C>            <C>          <C>            <C>
Revenue ..............   $         -    $   900,360    $   7,796    $         -    $   908,156
Operating loss .......       (48,995)      (517,928)    (259,020)      (492,320)    (1,318,263)
Other income (expense)       (43,214)             -            -         41,739         (1,475)
Net loss .............        27,191       (327,427)    (161,820)      (294,182)      (756,238)
Assets ...............     3,356,111      1,588,163      316,415      2,374,469      7,635,158

</TABLE>

For the nine months ended September 30, 2000, the Company operated in the
following segments, none of which have intersegment revenues:
<TABLE>
<CAPTION>
                           Ventures        Stogies     Broadcast     Corporate     Consolidated
                         ------------   ------------   ----------   ------------   ------------
<S>                      <C>            <C>            <C>          <C>            <C>
Revenue ...............  $          -   $ 1,691,699    $     619    $          -   $ 1,692,318
Operating loss ........      226,096)      (443,875)    (163,661)      (357,496)    (1,191,128)
Other income (expense)       184,174           --            (52)       132,040        316,162
Earnings (loss) from
  continuing operations      (26,122)      (275,975)    (103,113)      (142,656)      (547,866)
Discontinued operations            -              -            -         29,093         29,093
Net earnings(loss) ....      (26,122)      (275,975)    (103,113)      (113,563)      (518,773)
Assets ................   21,766,032      1,417,582      143,157      3,895,063     27,221,834

</TABLE>

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>

G.       Recent Accounting Pronouncements

         In June 1998, FASB issued Statement of Financial Accounting Standards
         ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
         Activities, which establishes accounting and reporting standards for
         derivative instruments and hedging activities. It requires that an
         entity recognize all derivatives as either assets or liabilities in the
         statement of financial position and measure those instruments at fair
         value. In June, 1999, the FASB issued SFAS No. 137, Accounting for
         Derivative Instruments -- Deferral of the Effective date of SFAS
         Statement No. 133. SFAS No. 137 deferred the effective date of SFAS No.
         133 until June 15, 2000. The Company has adopted SFAS No. 133 as
         required for its first quarterly filing of fiscal year 2001. SFAS No.
         133 shall be effective for all subsequent quarters and annual filings.
         The adoption of SFAS No. 133 did not have a material effect on the
         financial position or results of operations of the Company.

         In July 2001, FASB issued SFAS No. 141, "Business Combinations." SFAS
         No. 141 requires the purchase method of accounting for business
         combinations initiated after June 30, 2001 and eliminates the
         pooling-of-interests method. We believe that the adoption of SFAS No.
         141 will not have a significant impact on our financial statements.

         In July 2001, FASB issued SFAS No. 142, "Goodwill and Other Intangible
         Assets", which is effective for fiscal years beginning after December
         15, 2001. SFAS No. 142 requires, among other things, the discontinuance
         of goodwill amortization. In addition, the standard includes provisions
         upon adoption for the reclassification of certain existing recognized
         intangibles as goodwill, reassessment of the useful lives of existing
         recognized intangibles, reclassification of certain intangibles out of
         previously reported goodwill and the testing for impairment of existing
         goodwill and other intangibles. We are currently assessing but have not
         yet determined the impact of SFAS No. 142 on our financial position and
         results of operations.

         In June 2001, the Emerging Issues Task Force ("EITF") issued EITF Issue
         No. 00-25, "Vendor Income Statement Characterization of Consideration
         Paid to a Reseller of the Vendor's Products." EITF Issue No. 00-25
         addresses whether consideration from a vendor to a reseller is (a) an
         adjustment of the selling prices of the vendor's products and,
         therefore, should be deducted from revenue when recognized in the
         vendor's income statement or (b) a cost incurred by the vendor for
         assets or services received from the reseller and, therefore, should be
         included as a cost or expense when recognized in the vendor's income
         statement. The Company will adopt EITF Issue No. 00-25 effective
         January 1, 2002. The adoption of EITF Issue No. 00-25 is not expected
         to have a material impact on the Company's financial statements.


                                       13

<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 $4,929,610 at September 30, 2001. The major components of the
         decrease in the amount of $3,664,821 includes decreases in cash of
         $1,066,174, decreases in marketable equity securities of $4,804,611
         offset by a decrease in current deferred taxes payable of $1,869,100.

         The Company had $864,775 in cash flow used in operations during the
         nine months ended September 30, 2001 as compared to $1,158,206 in cash
         flow used by operations in the year earlier period. The year earlier
         period included proceeds from the sale of marketable securities in the
         amount of $678,566. The Company had sales of $5,642 of marketable
         securities during the current period. In addition inventory decreased
         $242,635 during the nine months ended September 30, 2001 versus an
         increase of $602,486 in inventory for the same period in the prior
         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.

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         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 September 30, 2001 the Company had completed acquisition of $132,112
         in capital expenditures for cash, of which $24,727 was for Broadcast's
         operations and $107,385 was for Stogies operations.

         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 closed out its line of credit.

         The Company during the period ended September 30, 2000 also received
         $500,000 from the sale of ACS and made additional purchases of
         marketable investment securities of $1,068,750.During the period ended
         September 30, 2001 the Company purchased an additional $9,000 of
         marketable securities.


B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the three and nine months ended
         September 30, 2001, sales declined to $285,237 and $908,156 from the
         year earlier amounts of $571,233 and $1,692,318, respectively.

         Stogies revenues declined $791,851 (47%) during the nine months ended
         September 30, 2001, as compared to the same year earlier period. The
         decline in sales is attributed to a number of factors, including the
         slowing economy and extraodinary events occurring in September 2001 ,
         which has resulted in less product demand and overall consumer
         spending, the Company's efforts to increase prices and the loss of its
         principal wholesale sales representative. In a effort to increase sales
         by expanding its potential customer market, the Company recently added
         Wine Accessories, (including Wine Books, Wine CorkScrews, Wine
         Decanters and Wine Racks) and Cigar Accessories (including Cigar
         Ashtrays, Cigar Books, Cigar Cutters, Cigar Humidors and Cigar
         Lighters) to its list of products carried on its' StogiesOnline.com,
         Inc. CigarCigar.com (http://www.CigarCigar.com), website. Since
         employing the Microsoft / Great Plains eEnterprise system the Company's
         StogiesOnline.com, Inc. CigarCigar.com website,
         (http://www.CigarCigar.com), has risen to become the most popular
         retail Cigar site as listed on the search engine Yahoo. The Company
         improved its gross profit percentage from 14.5% during the nine-month
         period ended September 30, 2000 to 20.5% during the nine-month period
         ended September 30, 2001.

         On September 28, 2001, the Company created a new Subsidiary named
         A1DiscountPerfume Inc. and in October 2001, launched a new e-commerce
         site specializing in men's and women's fragrances. The site named
         A1DiscountPerfume.com is located at http://www.A1DiscountPerfume.com.
         The site is to be a competitor of other discount as well as full price
         online retailers of Perfume and Cologne. The site employs the Microsoft
         / Great Plains eEnterprise system the Company purchased last year and
         will permit customers to benefit by having direct access to
         up-to-the-minute information about inventory, pricing, "hot deals" as
         well as order information. The eEnterprise system allows
         A1DiscountPerfume.com to inexpensively reach customers anywhere, around
         the clock.

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         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - Selling, general and
         administrative expenses increased $67,902 to $1,504,943 in the
         nine-month period ended September 30, 2001 as compared to the same year
         earlier period. The increase in selling, general and administrative
         expense of $67,902 consists primarily of increases in: salaries and
         wages - $64,015; insurance - $15,813; depreciation expense - $125,860;
         rent - $24,141; and decreases in:
         loan fees - ($25,500): legal and professional - ($26,405) , advertising
         (78,483).The increase in salaries and wages includes an increase of
         $50,046 for Broadcast and an increase of $13,968 for Stogies and
         corporate overhead. The increase is primarily due to additional
         personnel, with one additional person in administration and management,
         and one full-time and one part-time person added to Broadcast. The
         increase in insurance cost is due in part to the Directors and officers
         liability insurance premium increased starting April 1, 2000 due to the
         increase in the coverage level, as well as the addition of an
         additional property insurance policy starting in February 2001.
         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. Loan fees decreased due to the payoff of the Merrill
         Lynch line of credit in 2000. Legal and professional decreased
         primarily due to higher legal fees in 2000 due to the sale of its
         wholly owned subsidiary ACS. Advertising decreased due to more
         efficient placement and use of internal advertising.

         INTEREST EXPENSE - The Company incurred, during the nine month period
         ended September 30, 2001, interest expense in the amount of $6,904.
         During the nine month period ended September 30, 2000, the company
         incurred interest expense in the amount of $141,018, primarily on their
         credit facility with Merrill Lynch .

         MARKETABLE INVESTMENT SECURITIES - The Company sold trading equity
         securities and recognized realized profits of $2,300 and $647,776
         during the nine month period ended September 30, 2001 and 2000,
         respectively.

         The Company recognized unrealized losses in the amount of $(48,069)
         during the nine-month period ended September 30, 2001 and recognized
         unrealized losses in the amount of $(448,072) during the year earlier
         period.

         OTHER INCOME - The Company had income of $51,198 and $273,006 from
         interest and dividends in the nine-month periods ended September 30,
         2001 and 2000, respectively. The decrease is due to lower balances in
         interest bearing money market accounts in 2001.

         INCOME TAXES - The Company's effective tax rate during the nine months
         ended September 30, 2001 was approximately 37% as compared to 38% in
         the year earlier period. The Company recognized net tax benefits during
         the nine months ended September 30, 2001 of $563,500, 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 September 30, 2001
         were $1,512,396 ($2,424,396 gain less deferred taxes of $912,000).
         During the nine months ended September 30, 2001, the Company recorded a
         decrease in its net unrealized gain from available-for-sale securities
         in the amount of $7,729,900, which consisted of a decline in market
         value of $12,394,200 less a decrease in related deferred tax liability
         $4,664,300.

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                           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:    November 14, 2001         By:/s/ Gary Schultheis
                                      -------------------------------
                                      Gary Schultheis, President



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




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