UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2005

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

                  For the transition period from _____ to _____


                         Commission File Number: 0-26415


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


         Delaware                                                13-3876100
         --------                                                ----------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)


             1000 Clint Moore Road, Suite 101, Boca Raton, FL 33487
             ------------------------------------------------------
                    (Address of principal executive offices)


                                 (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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [] No [X].

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date: 48,382,432 shares of common stock as of
September 13, 2005.

<PAGE>
                                EVOLVE ONE, INC.

                 Form 10-QSB for the period ended June 30, 2005

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this quarterly report on Form 10-QSB contain or
may contain forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this quarterly report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

         When used in this quarterly report, the terms "Evolve One," " we,"
"our," and "us" refers to Evolve One, Inc. a Delaware corporation, and our
subsidiaries.

                                        i
<PAGE>
                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Balance Sheet at June 30, 2005 unaudited)...............1

Condensed Consolidated Statements of Operations for the Three Months and Six
Months ended June 30, 2005 and 2004 (unaudited)................................2

Condensed Consolidated Statements of Cash Flows for the
Six Months ended June 30, 2005 and 2004 (unaudited)..........................3-4

Notes to Condensed Consolidated Financial Statements (unaudited)............5-11

Item 2.  Management's Discussion and Analysis or Plan of Operation.........12-17

Item 3.  Controls and Procedures .............................................17

Part II  OTHER INFORMATION

Item 1.  Legal Proceedings....................................................17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........17

Item 3.  Defaults Upon Senior Securities......................................17

Item 4.  Submission of Matters to a Vote of Security Holders..................17

Item 5.  Other Information....................................................17

Item 6.  Exhibits.............................................................17


                                       ii
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        EVOLVE ONE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)


                                     ASSETS
                                     ------

CURRENT ASSETS
  Cash and cash equivalents .....................................   $   139,113
  Marketable equity securities, net .............................         1,500
  Inventory .....................................................        62,675
                                                                    -----------
      Total Current Assets ......................................       203,288

PROPERTY AND EQUIPMENT, NET .....................................         7,439

OTHER ASSETS
  Other assets ..................................................         3,990
                                                                    -----------
      Total Other Assets ........................................         3,990
                                                                    -----------

TOTAL ASSETS ....................................................   $   214,717
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Overdraft at bank .............................................   $    20,301
                                                                    -----------
      Total Current Liabilities .................................        20,301
                                                                    -----------

COMMITMENTS AND CONTINGENCIES ...................................             -

STOCKHOLDERS' EQUITY
  Cumulative convertible preferred stock, $0.0001 par value,
    10,000,000 shares authorized, none issued and outstanding ...             -
  Common stock, $0.00001 par value, 1,000,000,000 shares
    authorized, 48,382,432 shares issued and outstanding ........           484
  Additional paid in capital ....................................     7,956,263
  Deferred stock compensation ...................................      (156,948)
  Accumulated deficit ...........................................    (7,600,433)
  Accumulated other comprehensive loss ..........................        (4,950)
                                                                    -----------
      Total Stockholders' Equity ................................       194,416
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................   $   214,717
                                                                    ===========

     See accompanying notes to condensed consolidated financial statements.

                                        1
<PAGE>
<TABLE>
                                        EVOLVE ONE, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (UNAUDITED)
<CAPTION>

                                                   For the Three   For the Three    For the Six     For the Six
                                                   Months Ended    Months Ended    Months Ended    Months Ended
                                                   June 30, 2005   June 30, 2004   June 30, 2005   June 30, 2004
                                                   -------------   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>             <C>
SALES AND REVENUE ..............................   $     11,458    $    245,155    $    103,775    $    494,954

COST OF SALES ..................................          8,067         172,373          73,174         324,467
                                                   ------------    ------------    ------------    ------------

GROSS PROFIT ...................................          3,391          72,782          30,601         170,487
                                                   ------------    ------------    ------------    ------------

OPERATING EXPENSES
 Stock compensation expense ....................        188,635               -         220,052               -
 Impairment ....................................         91,959               -         130,776               -
 Selling, general and administrative expenses ..        199,161         320,028         454,143         697,544
                                                   ------------    ------------    ------------    ------------
      Total Operating Expenses .................        479,755         320,028         804,971         697,544
                                                   ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS ...........................       (476,364)       (247,246)       (774,370)       (527,057)
                                                   ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
 Loss from sale of marketable equities .........              -               -               -         (49,050)
 Investment income .............................              -           5,271               -          13,663
 Unrealized gain (loss) on marketable securities              -          (2,346)              -            (694)
                                                   ------------    ------------    ------------    ------------
      Total Other Income (Expense) .............              -           2,925               -         (36,081)
                                                   ------------    ------------    ------------    ------------

NET LOSS .......................................   $   (476,364)   $   (244,321)   $   (774,370)   $   (563,138)
--------                                           ============    ============    ============    ============

LOSS PER COMMON SHARE - BASIC AND DILUTED
 Loss from continuing operations ...............          (0.02)          (0.01)          (0.03)          (0.02)
 Loss from discontinued operations .............              -               -               -               -
                                                   ------------    ------------    ------------    ------------

 Net loss per share - basic and diluted ........   $      (0.02)   $      (0.01)   $      (0.03)   $      (0.02)
                                                   ============    ============    ============    ============

Weighted average number of shares outstanding
  during the period - basic and diluted ........     31,292,322      24,770,432      27,804,797      24,770,432
                                                   ============    ============    ============    ============

                     See accompanying notes to condensed consolidated financial statements.

                                                        2
</TABLE>
<PAGE>
<TABLE>
                                        EVOLVE ONE, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)
<CAPTION>
                                                                                  For the Six      For the Six
                                                                                 Months Ended     Months Ended
                                                                                 June 30, 2005    June 30, 2004
                                                                                 -------------    -------------
<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ..................................................................      $(774,370)       $(563,138)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization ...........................................         34,337           48,997
    Loss on marketable equity securities ....................................              -           49,050
    Unrealized loss on marketable equity securities .........................              -              694
    Provision for uncollectible accounts receivable .........................            940                -
    Provision for uncollectible note receivable .............................         10,000                -
    Loss on impairment of property and equipment ............................        130,776                -
    Stock issued for services ...............................................        220,051                -
  Changes in operating assets and liabilities:
    Decrease (increase) in:
      Accounts receivable ...................................................              -            9,666
      Inventory .............................................................         24,034          242,013
      Other assets ..........................................................         20,151            9,431
    Increase (decrease) in:
      Accounts payable ......................................................        (64,731)         (64,341)
      Other accrued liabilities .............................................              -           (1,428)
      Accrued salaries ......................................................              -          125,698
                                                                                   ---------        ---------
        Net Cash Used In Operating Activities ...............................       (398,812)        (143,358)
                                                                                   ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures ......................................................              -           (1,990)
  Intangibles ...............................................................              -           (6,500)
  Loan receivable - Onspan Networking, Inc., Net ............................              -          675,000
  Interest receivable - Onspan Networking, Inc. .............................              -           17,940
  Proceeds from sale of marketable equity securities ........................              -              950
                                                                                   ---------        ---------
        Net Cash Used In Investing Activities ...............................              -          685,400
                                                                                   ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash overdraft ............................................................         20,301                -
  Exercise of stock options .................................................         20,700                -
  Proceeds from sale of common stock ........................................        220,000                -
  Proceeds from loan payable ................................................        100,000                -
                                                                                   ---------        ---------
        Net Cash Provided By Financing Activities ...........................        361,001                -
                                                                                   ---------        ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS ...................................        (37,811)         542,042

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............................        176,924          118,912
                                                                                   ---------        ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................................      $ 139,113        $ 660,954
                                                                                   =========        =========

                     See accompanying notes to condensed consolidated financial statements.

                                                        3
</TABLE>
<PAGE>
<TABLE>
                                        EVOLVE ONE, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)
<CAPTION>
                                                                                  For the Six      For the Six
                                                                                 Months Ended     Months Ended
                                                                                 June 30, 2005    June 30, 2004
                                                                                 -------------    -------------
<S>                                                                                <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------

Cash paid for income taxes ..................................................      $       -        $       -
                                                                                   =========        =========

Cash paid for interest expense ..............................................      $       -        $       -
                                                                                   =========        =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

During 2005, a stockholder converted $100,000 in loans payable to common stock.


                     See accompanying notes to condensed consolidated financial statements.

                                                        4
</TABLE>
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

NOTE 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A) ORGANIZATION

         Evolve One, Inc. (the "Company", Evolve One or "EONE") is a diversified
         holding company that develops and operates Internet and direct retail
         marketing companies. The Company's operating subsidiaries presently
         include StogiesOnline.com, Inc. ("Stogies") (www.CigarCigar.com), an
         online distributor of brand name premium cigars and accessories,
         AuctionStore.com Inc. ("AuctionStore") (www.Auctionstore.com) is an
         eBay(R) Trading Assistant and Internet- based seller of consigned
         merchandise whose primary medium of sales is through eBay(R),
         AuctionStore Franchise Corp. ("Franchise"), a recently formed
         subsidiary that will market and service AuctionStore franchises and
         International Internet Venture I, LLC ("Ventures") which from time to
         time has owned 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. EONE was incorporated in Delaware on
         June 21, 1994.

         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. As of December 31,
         2004, the Company decided to discontinue the operations of
         A1DiscountProducts.com and has classified these operations as
         discontinued operations.

         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,
         2004, as amended, which is included in the Company's Form 10-KSB for
         the year ended December 31, 2004, as amended. 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.

         (B) ACCOUNTING ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make certain
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and reported amounts of revenue
         and expenses during the reporting period. Actual results could differ
         from those estimates.

                                        5
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

         (C) NET EARNINGS (LOSS) PER SHARE

         Basic net earnings (loss) per share is computed by dividing net
         earnings (loss) by the weighted-average number of shares outstanding.
         Diluted net earnings (loss) per share includes the dilutive effect of
         stock options. The calculation of diluted weighted average shares
         outstanding for the quarters ending June 30, 2005 and 2004 excludes
         98,096,000 and 24,000 common shares respectively, issuable pursuant to
         outstanding options. These shares were excluded because their effect
         was anti-dilutive.

         (D) STOCK-BASED COMPENSATION

         The Company granted stock options to directors and employees that are
         more fully described in Note 5. The Company accounts for its stock
         options using the intrinsic value method under Accounting Principles
         Board Opinion ("APB") No. 25, "Accounting For Stock Issued To
         Employees."

NOTE 2   MARKETABLE EQUITY 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 stockholders' 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 amortized cost of equity securities as shown in the accompanying
         balance sheet and their estimated market value at June 30, 2005 are as
         follows:

         Available-for-sale securities:
           Cost .............................................  $ 6,450
           Unrealized loss ..................................   (4,950)
                                                               -------

         Marketable equity securities classified as current .  $ 1,500
                                                               =======

         Losses from trading securities that were included in earnings for the
         six months ended June 30, 2005 and 2004 were as follows:

                                                  2005          2004
                                                  ----        --------

         Realized loss ...................        $  -        $(49,050)
                                                  ====        ========

         Unrealized loss .................        $  -        $  1,652
                                                  ====        ========

                                        6
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

         The change in unrealized gains (losses) from available-for-sale
         securities included as a component of equity for the six months ended
         June 30, 2005 and 2004 were as follows:

                                                     2005       2004
                                                     ----    ---------

         Net unrealized gain ....................    $  -    $ 267,595
         Decrease in deferred tax asset .........       -      100,700
         Allowance deferred taxes ...............       -     (100,700)
                                                     ----    ---------

         Unrealized gain ........................    $  -    $ 267,595
                                                     ====    =========

         On June 19, 2003, Onspan Networking, Inc. granted the Company 67,500
         stock options under a revolving note agreement. The options have an
         exercise price of $.10 per share. Onspan Networking, Inc. also granted
         the Company on June 19, 2003, 607,500 stock options. in the same note
         agreement. These options have an exercise price of $.30 per share. The
         Company currently has excluded these "options" on common stock from the
         assets of the Company, as the underlying stock, due to market
         conditions, are not readily convertible to cash. If conditions are
         satisfied and the underlying stock becomes marketable, the "options"
         would be reclassified as a derivative and recorded at fair value as an
         adjustment through current period results of operations.

NOTE 3   OTHER COMPREHENSIVE INCOME (LOSS)

         The following represents a reconciliation of other comprehensive loss
         for the six months ended June 30, 2005:

         Accumulated other comprehensive loss at December 31, 2004  $(4,950)
         Unrealized gain from marketable equity securities .......        -
                                                                    -------

         Net accumulated other comprehensive loss ................  $(4,950)
                                                                    =======

NOTE 4   LOAN PAYABLE

         On March 22, 2005 the Company entered into a subscription agreement
         with one of its directors, Robert Sands for the sale of 20 units of its
         securities for an aggregate price of $100,000. Each unit had a cost of
         $5,000 and consisted of 100,000 shares of common stock and one three
         year option consisting of 100,000 shares of common stock exercisable at
         $.25 cents per share. The Company rejected the subscription agreement
         and recorded the proceeds as a loan payable at March 31, 2005. The loan
         is unsecured, non-interest bearing and due on demand. During June 2005,
         the loan was converted into common stock in the Company's June 2005
         private placement (See Note 5).

NOTE 5   CAPITAL STOCK

         On March 15, 2005, the Company entered into a Management Agreement with
         Diversifax Inc. ("Diversifax"). Irwin Horowitz, a principal
         shareholder, member of the Board of Directors and Chief Executive
         officer of the Company, is also a principal shareholder and Chief
         Executive Officer of Diversifax. Under the terms of the agreement,
         Diversifax makes available to the Company its facilities at 39
         Stringham Avenue, Valley Stream, New York; the services on a part-time
         basis of six persons presently employed by Diversifax for approximately
         100 hours per week; equipment, hardware and software of Diversifax; and
         related utilities and overhead functions at that facility. The term of
         the agreement is for six months and may be terminated prior to the
         conclusion of its term on 10 days' prior written notice by either
         party, or the agreement may be renewed for a successive six-month term.

                                        7
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

         In consideration for the management services and facilities provided by
         Diversifax during the initial six-month term, the Company issued
         Diversifax 2,900,000 shares of its common stock. In addition, in the
         event the market price of the Company's common stock on the six-month
         anniversary date is below $0.15 per share, the Company will issue
         Diversifax additional shares of its common stock so that the 2,900,000
         shares of common stock initially issued to Diversifax plus such
         additional shares of common stock will be equal in value to $435,000.
         In addition, Diversifax will receive 10% of the total amount of the
         monies received as a result of their efforts with regard to auctions
         being completed for accounts they have introduced to AuctionStore.com.
         Payment of the percentage fee will be made in cash or stock as
         determined by Diversifax. As of June 30, 2005, the Company recorded an
         expense of $220,052 and deferred stock compensation of $156,948. The
         Company will amortize the fair value of the stock over the term of the
         agreement.

         On June 20, 2005, the Company completed subscription arrangements with
         four accredited investors and one unaccredited family member of the
         chief executive officer of the Company. The Company sold $320,000 of
         units in this offering and as consideration therefore received $220,000
         in cash and the conversion of a $100,000 loan payable.. Pursuant to the
         subscription arrangements, the Company issued 19,200,000 shares of its
         common stock and an equal number of warrants exercisable at $0.15 per
         share for a term ending in May 2008. Dr. Horowitz and Diversifax
         purchased an aggregate $200,000 of units in this offering and received
         12,000,000 shares of common stock and warrants to purchase 12,000,000
         shares. Mr. Sands, a director of the Company, converted the $100,000
         note payable described in Note 4 above into 6,000,000 shares of common
         stock and 6,000,000 common stock purchase warrants as part of the
         offering. No commissions or fees were paid in connection with the
         issuance. Inasmuch as the investors were all members of management and
         accredited investors or, in one instance, was a relative of a member of
         management, the shares were exempt from registration under the
         Securities Act of 1933 by virtue of Section 4(2) of that Act.

NOTE 6   STOCK OPTIONS

         In November 1999, the Board of Directors approved the establishment of
         Evolve One, Inc. Stock Option Plan (the "Plan") to provide incentives
         to attract future employees and retain existing key employees with the
         Company. The Company initially reserved 100,000 shares of common stock
         for the grant of qualified incentive options or non-qualified options
         to employees and directors of the Company or its parents or
         subsidiaries, and to non-employee directors, consultants and advisors
         and other persons who may perform significant services for or on behalf
         of the Company under the Plan. During 2005, the Company amended its
         stock option Plan to increase the number of shares covered by the Plan
         to 100,000,000 shares of common stock. Prices for incentive stock
         options must provide for an exercise price of not less than 100% of the
         fair market value of the common stock on the date the options are
         granted unless the eligible employee owns more than 10% of the
         Company's common stock for which the exercise price must be at least
         110% of such fair market value. Non-statutory options must provide for
         an exercise price of not less than 85% of the fair market value. The
         Plan was approved by the shareholders at a meeting on November 11,
         1999.

         The Company applied Accounting Principles Board Opinion No. 25 and
         related interpretations in accounting for its plans. Accordingly, no
         compensation cost has been recognized for the incentive stock options
         granted to employees under its stock option plan in its statements of
         operations.

                                        8
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

         A summary of the status of the Company's stock options as of June 30,
         2005 and the changes during the six months ended June 30, 2005 and the
         year ended December 31, 2004 is presented below:
                                                                        Weighted
                                                                        Average
                                                          Shares         Price
                                                       -----------      --------

         Beginning Balance, January 1, 2004 .....          128,000       $.0005

          Options granted .......................        2,920,000        .0549
          Options exercised .....................                -            -
          Options cancelled .....................                -            -
                                                       -----------       ------

         Ending Balance, December 31, 2004 ......        3,048,000        .0554
                                                       -----------       ------

          Options granted .......................       76,000,000        .30
          Options exercised .....................         (152,000)       .14
          Options cancelled .....................                -        -
                                                       -----------       ------

         Ending Balance, June 30, 2005 ..........       78,896,000       $.029
                                                       ===========       ======

         Options exercisable at period end ......       78,896,000        .131
                                                       ===========       ======

         Weighted average fair value of options
         granted to employees during the year ...              .30        .131
                                                       ===========       ======

         During the six months ended June 30, 2005, the Company granted
         76,000,000 stock options to employees. The Company granted 2,920,000
         stock options to certain employees during the year ended December 31,
         2004. The Company applies APB Opinion No. 25 and related
         interpretations in accounting for stock options issued to employees.
         Had compensation cost been determined based on the fair market value at
         the grant date, consistent with SFAS 123, the Company's net income
         (loss) would have changed to the pro-forma amounts indicated below.

                                                    For the Six     For the Six
                                                    Months Ended   Months Ended
                                                   June 30, 2005   June 30, 2004
                                                   -------------   -------------
         Net loss available to
         common stockholders         As Reported   $   (774,370)    $ (563,138)
                                      Pro Forma    $ (8,996,023)    $ (563,138)

         Basic and diluted loss
         per share                   As Reported          (0.03)         (0.02)
                                      Pro Forma           (0.32)         (0.02)


                                        9
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                  Weighted
                                                   Average       Weighted                        Weighted
                                  Number          Remaining       Average         Number         Average
             Range of         Outstanding at     Contractual     Exercise     Exercisable at     Exercise
          Exercise Price      June 30, 2005         Life          Price       June 30, 2005       Price
         ----------------     --------------     -----------     --------     --------------     --------
         <S>                    <C>                  <C>            <C>         <C>                <C>
         $.000125 - .5625       78,896,000           7.5            .29         76,896,000         .29

<CAPTION>
                                                   Weighted
                                  Number           Average       Weighted         Number         Weighted
                              Outstanding at      Remaining      Average      Exercisable at     Average
             Range of          December 31,      Contractual     Exercise      December 31,      Exercise
          Exercise Price           2004             Life           Price           2004           Price
         ----------------     --------------     -----------     --------     --------------     --------
         <S>                    <C>                  <C>           <C>          <C>                <C>
         $.000125 - .5625       3,048,000            4.93          .0526        3,048,000          .0526
</TABLE>

NOTE 7   COMMITMENTS AND CONTINGENCIES

         During 2005, Messrs. Schultheis and Tabin, former executive officers,
         directors and principal shareholders of the Company, entered into
         separate Separation and Severance Agreements with the Company pursuant
         to which they provided their resignations and also agreed to the
         termination of their prior employment agreements with the Company. Both
         of them received options to purchase 10,000,000 shares of common stock
         at an exercise price of $0.30 per share expiring January 26, 2013, and
         both were paid the sum of $6,144 to defray health insurance premiums
         for the ensuing six months.

         On January 26, 2005, Irwin Horowitz, a director of the Company was
         elected as President and Chief Executive Officer. Mr. Horowitz entered
         into an employment agreement with the Company pursuant to which he
         receives an annual salary of $12,000 per year, reimbursement of his
         expenses, including travel and lodging costs until such as time as he
         relocates his principal residence to the location of the Company's
         offices, and an automobile allowance of up to $1,500 on a monthly
         basis. In addition, the Company granted to Mr. Horowitz an option to
         purchase up to 50,000,000 shares of common stock exercisable at $0.30
         per share and expiring January 26, 2013.

         During April 2005, the Company entered into an employment agreement
         with an individual as the Director of Franchising. The agreement calls
         for the individual to receive a salary of $ 52,000, 3,000,000 stock
         options exercisable at $0.075 for a period of three years and 3,000,000
         stock options exercisable at $0.15 for a period of three years.

NOTE 8   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. The sharp reduction in
         revenues is due to the reorganization of the company to focus on
         AuctionStore and Franchise activities only.

                                       10
<PAGE>
                        EVOLVE ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)

         For the six months ended June 30, 2005, the Company operated in the
         following segments, none of which have inter-segment revenues:
<TABLE>
<CAPTION>
                               Ventures         Stogies         Corporate      Auction Store     Consolidated
                               --------        ---------        ---------      -------------     ------------
         <S>                   <C>             <C>              <C>              <C>             <C>
         Revenue .........     $      -        $  33,409        $       -        $ 70,366        $   103,775

         Net income (loss)            -         (183,198)        (457,027)       (134,145)          (774,370)

         Assets ..........        1,500           50,611          143,890          18,716            214,717

         Depreciation ....            -           19,303            5,305           9,729             34,337

</TABLE>

         For the six months ended June 30, 2004, the Company operated in the
         following segments, none of which have inter-segment revenues:
<TABLE>
<CAPTION>
                                                                                A1Discount
                               Ventures         Stogies         Corporate         Perfume        Consolidated
                               --------        ---------        ---------       ----------       ------------
         <S>                   <C>             <C>              <C>              <C>             <C>
         Revenue .........     $      -        $ 480,093        $       -        $ 14,861        $   494,954

         Operating loss...         (233)        (122,619)        (394,100)        (10,105)          (527,057)

         Other income
         (expense) .......      (49,744)               -           13,663               -            (36,081)

         Net loss ........      (49,977)        (122,619)        (380,437)        (10,105)          (563,135)

         Assets ..........      231,462          325,882          613,603          30,467          1,201,414

</TABLE>

NOTE 9   RELATED PARTY TRANSACTIONS

         See Notes 4, 5, 6 and 7.

NOTE 10  GOING CONCERN

         As reflected in the accompanying consolidated financial statements, the
         Company has incurred losses since its inception, used cash in
         operations during the six months ended June 30, 2005 of $774,370 and
         has an accumulated deficit of $7,600,433 This raises substantial doubt
         about its ability to continue as a going concern. The ability of the
         Company to continue as a going concern is dependent on the Company's
         ability to raise additional capital and implement its business plan.
         The financial statements do not include any adjustments that might be
         necessary if the Company is unable to continue as a going concern.

         Management believes that actions presently being taken to obtain
         additional funding and implement its business plan provide the
         opportunity for the Company to continue as a going concern.

                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis of our financial condition and
results of operations should be read with the unaudited condensed consolidated
financial statements and related notes contained in this report. All statements
other than statements of historical fact included in this annual 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 Securities Exchange Act
of 1934. These statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity, performance
or achievements to be materially different than any expressed or implied by
these forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue," or the negative of these terms or other comparable
terminology. Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include:

         o General economic factors including, but not limited to, changes in
interest rates and trends in disposable income;

         o Information and technological advances;

         o Cost of products sold;

         o Competition; and

         o Success of marketing, advertising and promotional campaigns.

         We are subject to specific risks and uncertainties related to our
business model, strategies, markets and legal and regulatory environment. With
respect to any forward-looking statement that includes a statement of its
underlying assumptions or bases, we believe such assumptions or bases to be
reasonable and have formed them in good faith, assumed facts or bases almost
always vary from actual results, and the differences between assumed facts or
bases and actual results can be material depending on the circumstances. When,
in any forward-looking statement, we express an expectation or belief as to
future results, that expectation or belief is expressed in good faith and is
believed to have a reasonable basis, but there can be no assurance that the
stated expectation or belief will result or be achieved or accomplished. All
subsequent written and oral forward-looking statements attributable to us, or
anyone acting on our behalf, are expressly qualified in their entirety by the
cautionary statements. We do not undertake any obligations to publicly release
any revisions to any forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect unanticipated
events that may occur.

Overview
--------

         Our present operations consist of two Internet based businesses within
the United States, Stogies and AuctionStore. Stogies is an online distributor
and retailer of brand name premium cigars. AuctionStore, is an eBay(R) Trading
Assistant and Internet-based seller of consigned merchandise whose primary
medium of sales is eBay(R). Stogies became operational in November 1998, and
AuctionStore became operational in December 2004. Effective December 31, 2004,
we discontinued operations of our A1Discount Perfume operating line of business
as discussed in Note 1 of the Notes to Condensed Consolidated Financial
Statements appearing elsewhere in this report. Our Stogies segment generates
revenues from the sale of cigars and cigar accessories. Our AuctionStore.com
segment, which was formed during the third quarter of fiscal 2004, generates
revenues from selling items that are generated from individuals, charity fund
donation drives and business liquidations. Our focus is to continue to develop
sales with a strong appeal to charities and expansion through franchising.

                                       12
<PAGE>

The Company will intensify its effort by increased hiring of sales people and
entering into a management agreement with an affiliate which will seek to
promote sales over several states. In May 2005 the Company formed a new
subsidiary, AuctionStore Franchise Corp., to market and service franchises of
AuctionStore.com. The Company has engaged an expert in franchise development and
marketing. We are developing a nationwide franchise model that is now in the
final process of completing its regulatory documentations and government
filings. The Company expects to sell franchises when the various documents are
completed and/or approved by the regulatory authorities.

Critical Accounting Policies
----------------------------

         We have identified the policies outlined below as critical to our
business operations and an understanding of our results of operations. The
listing is not intended to be a comprehensive list of all of our accounting
policies. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United
States, with no need for management's judgment in their application. The impact
and any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to Condensed Consolidated Financial Statements appearing elsewhere
herein. Our preparation of the financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

New Accounting Standards
------------------------

         In March 2004, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 03-01, "The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments." EITF 03-01 provides guidance on
other-than-temporary impairment models for marketable debt and equity securities
accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," and SFAS No. 124, "Accounting for Certain Investments
Held by Not-for-Profit Organizations," and non-marketable equity securities
accounted for under the cost method. The EITF developed a basic three-step model
to evaluate whether an investment is other-than-temporarily impaired. In
September 2004, the FASB issued FASB Staff Position EITF 03-01-1, which delays
the effective date until additional guidance is issued for the application of
the recognition and measurement provisions of EITF 03-01 to investments in
securities that are impaired; however, the disclosure requirements are effective
for annual periods ending after June 15, 2004. The adoption of the disclosure
provisions of EITF 03-01 did not have a material effect on our results of
operations or financial condition.

         In November 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS 151, Inventory Costs--An Amendment Of Arb No. 43, Chapter 4. The
Statement Amends The Guidance Of Arb No. 43, Chapter 4, Inventory Pricing, by
clarifying that abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials (spoilage) should be recognized as current-period
charges and by requiring the allocation of fixed production overheads to
inventory based on the normal capacity of the production facilities. It does not
appear that this Statement will have a material effect on our financial
position, operations or cash flows when it becomes effective in 2006.

         In December 2004, the FASB issued SFAS No. 123R "Share-Based Payment"
("SFAS 123R"), a revision to SFAS No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"), and superseding APB Opinion No. 25 "Accounting for
Stock Issued to Employees" and its related implementation guidance. SFAS 123R

                                       13
<PAGE>

establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services, including obtaining
employee services in share-based payment transactions. SFAS 123R applies to all
awards granted after the required effective date and to awards modified,
repurchased, or cancelled after that date. Adoption of the provisions of SFAS
123R were effective as of the beginning of the first interim or annual reporting
period that began after December 15, 2005. We are currently in the process of
evaluating the potential impact that the adoption of SFAS 123R will have on our
consolidated financial position and results of operations.

         In December 2004, the FASB issued SFAS 153, "Exchanges of Non-monetary
Assets, an amendment of APB 29, Accounting for Non-monetary Transactions." The
amendments made by SFAS 153 are based on the principle that exchanges of
non-monetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
non-monetary exchanges of similar productive assets and replace it with a
broader exception for exchanges of non-monetary assets that do not have
commercial substance. Previously, APB 29 required that the accounting for an
exchange of a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded
amount of the asset relinquished. APB 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
The FASB believes that exception required that some non-monetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the exception on exchanges that lack commercial substance, the FASB believes
SFAS 153 produces financial reporting that more faithfully represents the
economics of the transactions. SFAS 153 was effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for non-monetary asset exchanges occurring in fiscal
period beginning after the date of issuance. The provisions of this Statement
shall be applied prospectively. We do not believe that SFAS 153 will have a
material impact on our consolidated financial statements.

Property, Plant and Equipment
-----------------------------

         Property, plant and equipment are recorded at cost and are depreciated
on a straight-line basis over the estimated useful lives of such assets. Changes
in circumstances such as technological advances, changes to our business model
or changes in our capital strategy could result in the actual useful lives
differing from our estimates. In those cases where the we determine that the
useful life of property, plant and equipment should be shortened, we will
depreciate the net book value in excess of the estimated salvage value over its
revised remaining useful life.

Deferred Tax Assets
-------------------

         We record a valuation allowance to reduce the carrying value of our
deferred tax assets to an amount that is more likely than not to be realized.
While we have considered future taxable income and prudent and feasible tax
planning strategies in assessing the need for the valuation allowance, should we
determine that we would not be able to realize all or part of our net deferred
tax assets in the future, an adjustment to the carrying value of the deferred
tax assets would be charged to income in the period in which such determination
was made.

Investments
-----------

         Investments are classified as either available-for-sale or trading
securities and are held for resale in anticipation of short-term market
movements or until such securities are registered or are otherwise unrestricted.
At June 30, 2005, investments consisted of common stock and options to acquire
common stock held for resale.

                                       14
<PAGE>

         Trading account assets, consisting of marketable equity securities, are
stated at fair value. Unrealized gains or losses on trading securities are
recognized in the statement of operations on a monthly basis based on changes in
the fair value of the security as quoted on national or inter-dealer stock
exchanges.

         Available-for-sale assets, which are also required to be reported at
fair value, with unrealized gains and losses excluded from earnings, are
reported as a separate component of stockholders' equity (net of the effect of
income taxes).

Results of Operations
---------------------

         We reported sales and revenues of $103,775 for the six months ended
June 30, 2005 as compared to $494,954 for the six months ended June 30, 2004, a
decrease of $391,179, or approximately 79%. Included in sales and revenues for
the six months ended June 30, 2005, are sales and revenues of $33,409
attributable to our Stogies segment, a decrease of $446,684 or approximately
93%, from our sales and revenues from this segment of $480,093 for the six
months June 30, 2004. The decrease in sales and revenues from our Stogies
segment is primarily attributable to our plan to reduce inventory and refocus of
our business effort on our AuctionStore and AuctionStore Franchise operations.
During the six months ended June 30, 2005 we reported sales and revenues from
our Auctionstore.com segment of $70,366 and we did not report any sales and
revenues from our newly formed AuctionStore Franchise subsidiary. Because our
AuctionStore subsidiary was formed in the third quarter of fiscal 2004 we did
not have comparable sales and revenues during the six months ended June 30,
2004. During the six months ended June 30, 2004 we reported sales and revenues
of $14,861 from our A1 Discount Perfume segment. As described earlier in this
section, this segment was discontinued in fiscal 2004. For the balance of fiscal
2005 we anticipate that sales and revenues from our AuctionStore.com subsidiary
will continue to increase. In addition, we presently plan to launch our
AuctionStore Franchise program during fiscal 2005 which may provide additional
sales and revenue during this fiscal year.

         Our cost of sales as a percentage of sales and revenues was 70.5% for
the six months ended June 30, 2005 as compared to 65.6% for the six months ended
June 30, 2004. This increase in cost of sales and corresponding decrease in our
gross profit margins is primarily attributable to a reduction in our margins on
sales of products by Stogies resulting from market competition.

         Operating expenses for the six months ended June 30, 2005 increased
$107,427, or approximately 15.4%, to $804,971 from $697,544 for the comparable
six-month period in fiscal 2004. Included in this change was a decrease of
$243,4016, or approximately 34.9%, in selling, general and administrative
expenses for the six months ended June 30, 2005 as compared to the six months
ended June 30, 2004. The decrease in selling, general and administrative
expenses was due to the decrease in payroll expense. This decrease in selling,
general and administrative expenses was offset by an increase of $220,052 in
non-cash stock based compensation representing the current portion of the
expense attributable to the value of stock issued to a company controlled by Dr.
Irwin Horowitz, our CEO, as compensation for management services and facilities
provided us, as well as a one time expense of $130,776 for impairment of certain
computer equipment and leasehold improvements. We did not have a comparable
expenses during the six months ended June 30, 2004. We anticipate that operating
expenses will substantially increase due to the roll out of our franchising
marketing program during the balance of fiscal 2005.

                                       15
<PAGE>

         We reported $0 in other income (expense) for the six months ended June
30, 2005 as compared to $(36,081) for the six months ended June 30, 2004. The
expense during 2004 was related to a loss from the sale of marketable securities
we held which was offset by investment income and an unrealized loss on
marketable securities we held, offset by investment income of $13,663.

Liquidity and Capital Resources
-------------------------------

         Liquidity is the ability of a company to generate funds to support its
current and future operations, satisfy its obligations and otherwise operate on
an ongoing basis. We had working capital of $182,987 at June 30, 2005, a
decrease of $24,830, or approximately 11.9%, from working capital of $207,817 at
December 31, 2004. The working capital change consists primarily of a decrease
of $(37,811) in cash, $(940) in accounts receivable, $(24,033) in inventory,
$(6,475) in other current asset and a decrease of $(64,731) in accounts payable
which was offset by an increase of $20,301 in bank overdraft.

         Net cash used in operating activities for the six months ended June 30,
2005 was $(398,812) as compared to $(143,358). This increase of $255,454, or
approximately 178%, is primarily attributable to:

         o an increase of 211,232 in our net loss,

         o an increase of $10,940 in provisions for uncollectible accounts
receivable and note receivable,

         o an increase of $130,776 in loss on impairment of property and
equipment related to a one-time write down of certain computer equipment, and

         o an increase of $220,051 in stock-based compensation representing the
current portion of the value of the shares of our common stock issued to a
company controlled by our CEO as compensation for management services and the
provision of facilities to us,

         which were primarily offset by:

         o a decrease of $14,660 in depreciation and amortization,

         o a decrease of $49,050 in loss on marketable equity securities,

         o a decrease of $217,979 in inventory,

         o a decrease of $10,720 in other assets,

         o a decrease of $1,428 in other accrued liabilities, and

         o a decrease of $125,698 in accrued salaries.

         Net cash used in investing activities was $0 for the six months ended
June 30, 2005 as compared to $685,400 for the six months ended June 30, 2004.
Net cash provided by financing activities for the six months ended June 30, 2005
was $361,001 as compared to $0 for the six months ended June 30, 2004. The
increase in the 2005 period represents $20,301 benefit from the cash overdraft,
$20,700 received from the exercise of stock options and $100,000 received as a
loan from one of our directors as further described in Note 4 of the Notes to
Condensed Consolidated Financial Statements (unaudited) appearing elsewhere
herein and $220,000 in net proceeds from the sale of our equity securities as
described in Note 5 of the Notes to Condensed Consolidated Financial Statements
(unaudited) appearing elsewhere herein.

                                       16
<PAGE>

         We do not generate sufficient sales and revenues to fund our ongoing
operations and satisfy our obligations. At June 30, 2005 we had cash and cash
equivalents of $139,113. At June 30, 2005 we had an accumulated deficit of
$(7,600,433) and an accumulated other comprehensive loss of $(4,950). The report
from our independent registered public accounting firm on our audited financial
statements at December 31, 2004 contains an explanatory paragraph regarding
doubt as to our ability to continue as a going concern as a result of our
significant recurring losses from operations since inception. We will require
funds to satisfy our current obligations and implement our business model. We do
not presently have any commitments for additional working capital and there are
no assurances that such capital will be available to us when needed or upon
terms and conditions which are acceptable to us. If we are able to secure
additional working capital through the sale of equity securities, the ownership
interests of our current stockholders will be diluted. If we raise additional
working capital through the issuance of debt or dividend paying securities our
future interest and dividend expenses will increase. If we are unable to secure
additional working capital as needed, our ability to implement our business
model and meet our operating obligations as they become due and continue our
business and operations could be in jeopardy and we may be required to cease
operations. In that event, you would lose your investment in our company.

ITEM 3.  CONTROLS AND PROCEDURES

         Our management, which includes our CEO who is our sole officer, has
conducted an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-14(c) promulgated under the Securities and
Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the
end of the period covered by this report. Based upon that evaluation, our CEO
has concluded that our disclosure controls and procedures are effective for
timely gathering, analyzing and disclosing the information we are required to
disclose in our reports filed under the Securities Exchange Act of 1934, as
amended. There have been no significant changes made in our internal controls or
in other factors that could significantly affect our internal controls
subsequent to the end of the period covered by this report based on such
evaluation.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

Exhibit No.                       Description

31.1     Rule 13a-14(a)/15d-14(a) certification of President

31.2     Rule 13a-14(a)/15d-14(a) certification of principal accounting officer

32.1     Section 1350 certification

                                       17
<PAGE>
                                   SIGNATURES

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

                                        EVOLVE ONE, INC.

                                        By: /s/ Irwin Horowitz
                                        Irwin Horowitz, President and CEO,
                                        principal executive officer and
                                        principal accounting officer

Dated: September 15, 2005

                                       18