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: June 30, 2001


                         Commission File Number: 0-26415


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


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

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


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

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

The number of shares outstanding of registrant's common stock, par value $.00001
per share, as of June 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 - June 30, 2001                              3

             Statements of Operations-                                  4
             Three and Six  Months Ended June 30, 2001 and 2000

             Statement of Stockholders' Equity -                        5
             Six Months Ended June 30, 2001

             Statements of Cash Flows -                                6-7
             Six Months Ended June 30, 2001 and 2000

             Notes to Financial Statements -                           8-12
             Six Months Ended June 30, 2001 and 2000

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

Part II. Other Information                                              16














                                       2
<PAGE>
<TABLE>
<CAPTION>
Evolve One, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet
June 30, 2001
(Unaudited)




Assets

Current assets
<S>                                                                                          <C>
  Cash and cash equivalents                                                                  $      2,703,008
  Accounts receivable                                                                                  36,631
  Marketable equity securities                                                                      2,318,193
  Inventory                                                                                           381,744
  Notes receivable                                                                                     14,945
  Prepaid expenses                                                                                    109,195
  Deferred income taxes                                                                                33,700
                                                                                             -----------------
Total current assets                                                                                5,597,416
Property and equipment, net                                                                           642,623
Marketable equity securities                                                                        2,607,600
Investments in partially-owned equity affiliates - at cost                                             76,291
Goodwill, less accumulated amortization of $6,850                                                      42,390
Other assets                                                                                           14,309
                                                                                             -----------------
                                                                                             $      8,980,629
                                                                                             =================

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable                                                                           $         21,172
  Note Payable                                                                                         61,361
  Accrued expenses                                                                                      3,751
  Stockholder loans                                                                                    16,748
                                                                                             -----------------
Total current liabilities                                                                             103,032
                                                                                             -----------------
Deferred income taxes                                                                                 754,700
                                                                                             -----------------

Stockholders' equity
  Common stock, $.00001 par value.  Authorized 1,000,000,000 shares; issued and                         7,884
   outstanding 788,446,187 shares
  Paid-in capital                                                                                   6,819,781
  Accumulated deficit                                                                              (1,024,164)
  Accumulated other comprehensive income                                                            2,319,396
                                                                                             -----------------
Total stockholders' equity                                                                          8,122,897
                                                                                             -----------------
                                                                                             $      8,980,629
                                                                                             =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.



                                                    3
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated Statements of Operations
Three and Six Months ended June 30, 2001 and 2000
(Unaudited)
                                                                 Three Months Ended              Six Months Ended
                                                                      June 30,                       June 30,
                                                                 2001          2000            2001           2000

<S>                                                             <C>           <C>             <C>           <C>
Sales and revenues                                            $   321,891   $   621,860    $    622,919   $   1,121,085
Cost of sales                                                     252,645       508,603         485,047         921,025
                                                              ------------  ------------   -------------  --------------
Gross profit                                                       69,246       113,257         137,872         200,060
Selling, general and administrative expense                       457,947       496,691       1,019,656         824,054
                                                              ------------  ------------   -------------  --------------
  Loss from operations                                           (388,701)     (383,434)       (881,784)       (623,994)
                                                              ------------  ------------   -------------  --------------

Other income (expense):
  Interest expense                                                 (5,891)      (59,722)         (5,891)        (86,518)
  Sale of marketable equity securities                              2,300        49,189           2,300         647,776
  Interest and other income                                        23,304       128,620          54,728         158,013
  Equity in net loss of affiliated company                                      (13,866)                        (13,866)
  Unrealized gain (loss) on marketable securities                  (2,387)     (329,898)         (1,815)        151,158
                                                              ------------  ------------   -------------  --------------
    Total other income (expense)                                   17,326      (225,677)         49,322         856,563
                                                              ------------  ------------   -------------  --------------
Earnings (loss) before income taxes                              (371,375)     (609,111)       (832,462)        232,569
Income tax expense (benefit)                                     (138,500)     (229,100)       (309,700)         89,000
                                                              ------------  ------------   -------------  --------------
Earnings (loss) from continuing operations                       (232,875)     (380,011)       (522,762)        143,569
Income from discontinued operations                                     -             -               -          29,093
                                                              ------------  ------------   -------------  --------------
Net earnings (loss)                                           $  (232,875)  $  (380,011)   $   (522,762)  $     172,662
                                                              ============  ============   =============  ==============

Net earnings (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   778,083,550     788,446,187     772,764,868
                                                              ============  ============   =============  ==============


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



                                                             4
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2001
(Unaudited)

                                                                                                     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                                   -               -                -          (522,762)                -                -
 Unrealized loss on available-
  for-sale securities, net                  -               -                -                 -        (6,922,900)               -
     Total comprehensive loss               -               -                -                 -                 -       (7,445,662)


                                 -------------  --------------  ---------------  ---------------- -----------------  ---------------
Balance, June 30, 2001            788,446,187   $       7,884   $    6,819,781   $    (1,024,164) $      2,319,396   $    8,122,897
                                 =============  ==============  ===============  ================ =================  ===============


See accompanying notes to condensed consolidated financial statements.

</TABLE>











                                                                   5
<PAGE>
<TABLE>
<CAPTION>
Evolve One, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2001 and 2000
(Unaudited)

                                                                                          2001               2000
Cash flows from operating activities
<S>                                                                               <C>                <C>
Net earnings (loss)                                                               $      (522,762)   $       172,662
Adjustments to reconcile net earnings (loss) to net
 cash (used in) operating activities:
  Depreciation and amortization                                                           129,970             24,437
  Gain from discontinued operations                                                             -            (29,093)
  Equity in loss of affiliated company                                                                        13,866
  Gain on marketable investment securities                                                 (2,300)          (647,776)
  Unrealized (gain) loss on marketable investment securities                                1,815           (151,158)
  Proceeds from sale of marketable investment securities                                    5,642            678,566
  Purchase of marketable investment securities                                                  -            (23,333)
  Deferred income taxes                                                                  (309,700)            56,100
  Change in assets and liabilities:
    Accounts receivable                                                                    28,317            (78,044)
    Inventory                                                                             201,680           (212,852)
    Other assets                                                                           36,731            (74,526)
    Notes receivable                                                                            -              9,270
    Accounts payable                                                                      (74,411)           (50,132)
    Accrued expenses                                                                      (36,537)            (1,803)
    Income taxes payable                                                                                     (30,318)
                                                                                  ----------------   ----------------
Net cash (used in) operating activities                                                  (541,555)          (344,134)
                                                                                  ----------------   ----------------

Cash flows from investing activities
  Capital expenditures                                                                   (131,790)          (101,463)
  Purchase of marketable investment securities                                                  -           (862,500)
  Proceeds from sale of discontinued operations                                                 -            500,000
  Net advances to discontinued operation                                                        -           (497,412)
                                                                                  ----------------   ----------------
Net cash (used in) investing activities                                                  (131,790)          (961,375)
                                                                                  ----------------   ----------------

Cash flows from financing activities
  Sale of common stock for cash                                                                 -          4,001,250
  Loan proceeds                                                                                 -          2,539,020
  Loan repayment                                                                          (29,693)           (29,863)
  Due to shareholders                                                                           -             (1,252)
                                                                                  ----------------   ----------------
Net cash provided by (used in) financing activities                                       (29,693)         6,509,155
                                                                                  ----------------   ----------------
Net increase (decrease) in cash and cash equivalents                                     (703,038)         5,203,646
Cash and cash equivalents, beginning of period                                          3,406,046          2,737,538
                                                                                  ----------------   ----------------
Cash and cash equivalents, end of period                                          $     2,703,008    $     7,941,184
                                                                                  ================   ================

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




                                                        6
<PAGE>
<TABLE>
<CAPTION>
Evolve One, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2001 and 2000
(Unaudited)
(Continued)
                                                                                       2001               2000

Supplemental Cash Flow Information

Cash paid for:
<S>                                                                               <C>                <C>
  Interest                                                                        $         5,891    $        86,518
  Income taxes                                                                    $             -    $       150,000

Supplemental Schedule of Noncash Investing and Financing Activities

Insurance Financing                                                               $        91,054    $        91,410


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
















                                                        7
<PAGE>
Evolve One, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
Six Months Ended June 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

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

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

                                                                  2001
         TRADING SECURITIES
         Cost                                                  $   10,572
         Unrealized gain                                           68,721
                                                               -----------
                                                                   79,293
                                                               -----------
         AVAILABLE-FOR-SALE SECURITIES
         Cost                                                   1,127,604
         Unrealized gain                                        3,718,896
                                                               -----------
                                                                4,846,500
                                                               -----------
             Total value                                        4,925,793
         Marketable investment securities classified
           as current                                           2,318,193
                                                               -----------
         Marketable investment securities classified as
           non-current                                         $2,607,600
                                                               ===========

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

                                             2001                  2000
        Realized                        $       2,300          $   647,776
                                        ==============         ============
         Unrealized                     $      (1,815)         $   151,158
                                        ==============         ============

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

                                            2001                  2000
         Unrealized gain                $   3,718,896          $ 25,451,380
         Less: deferred income taxes        1,399,500             9,577,400
                                        --------------         -------------
                                        $   2,319,396          $ 15,873,980
                                        ==============         =============


                                       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 June 30,
         2001 of $4,182,000 ($.41 per share). The Company's investment
         represents 10.7% of the outstanding stock of SGD and accordingly the
         Company is subject to certain restrictions on the number of shares it
         can sell. There can be no assurance that the Company will realize the
         calculated carrying value for the securities.

C.       INCOME TAXES

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

                                                      2001              2000
         Current tax expense:
             Federal                             $         -      $   28,100
             State                                         -           4,800
                                                 ------------     -----------
                                                           -          32,900
         Deferred tax expense (benefit)             (309,700)         56,100
                                                 ------------     -----------
             Total income tax expense (benefit)  $  (309,700)     $   89,000
                                                 ============     ===========

         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 six months ended June 30, 2001 and 2000:
<TABLE>
<CAPTION>

                                                                         2001             2000

<S>                                                                  <C>               <C>
         "Normally expected" income tax expense (benefit)            $  (283,000)      $   79,073
         Increase (decrease) in taxes resulting from:
           State income taxes, net of Federal income tax benefit         (30,200)           8,442
           Nondeductible meals and other                                   3,500            1,485
                                                                     ------------      -----------
                                                                     $  (309,700)      $   89,000
                                                                     ============      ===========
</TABLE>


         The deferred income tax liabilities (assets) at June 30, 2001 are
         comprised of the following:
<TABLE>
<CAPTION>
                                                                         Current       Noncurrent
<S>                                                                  <C>              <C>
         Unrealized gain on trading securities                       $    25,900      $       -
         Unrealized gain on available-for-sale securities                646,500          753,000
         Net operating loss                                             (706,100)              -
         Asset basis                                                           -            1,700
                                                                     -----------      -----------

             Net deferred income tax liabilities (assets)            $   (33,700)     $   754,700
                                                                     ============     ===========
</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 June 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 six months ended June 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 six months ended June 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                        $        -     $    615,792      $    7,127    $        -      $   622,919
Operating loss                    (33,977)        (336,481)       (171,045)     (340,281)        (881,784)
Other income (expense)              2,159                -               -        47,164           49,323
Net loss                          (21,418)        (209,981)       (106,945)     (184,418)        (522,762)
Assets                          4,368,501        1,674,520         301,280     2,636,328        8,980,629
</TABLE>

For the six months ended June 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                         $       -   $    1,120,667         $   418     $       -     $  1,121,085
Operating loss                   (136,686)        (149,929)        (98,592)     (238,787)        (623,994)
Other income (expense)            785,068                -             (11)       71,506          856,563
Earnings (loss) from
  continuing operations           495,782         (139,429)        (62,104)     (150,680)         143,569
Discontinued operations                 -                -               -        29,093           29,093
Net earnings                      495,782         (139,429)        (62,104)     (121,587)         172,662
Assets                         27,356,300          539,269         116,793     8,127,642       36,140,004
</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>



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 $5,494,384 at June 30, 2001. The major components of the
         decrease in the amount of $3,100,047 includes decreases in cash of
         $703,038, decreases in marketable equity securities of $4,172,457
         offset by a decrease in current deferred taxes payable of $1,869,100.

         The Company had $541,555 in cash flow used in operations during the six
         months ended June 30, 2001 as compared to $344,134 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 $201,680
         during the six months ended June 30, 2001 versus an increase of
         $212,852 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.


                                       13
<PAGE>
         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 June 30, 2001 the Company had completed acquisition of $131,790 in
         capital expenditures for cash, of which $24,571 was for Broadcast's
         operations and $107,219 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 June 30, 2000 also received
         $500,000 from the sale of ACS and made additional purchases of
         marketable investment securities of $862,500.


B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the three and six months ended June
         30, 2001, sales declined to $321,891 and $622,919 from the year earlier
         amounts of $621,860 and $1,121,085, respectively.

         Stogies revenues declined $504,875 (45%) during the six months ended
         June 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, which has resulted in less product demand, the Company's
         efforts to increase prices and the loss of its principal wholesale
         sales representative. The Company is in process of hiring two new
         wholesale representatives who are expected to allow the Company to
         expand its wholesale sales. The Company improved its gross profit
         percentage from 17.8% during the six-month period ended June 30, 2000
         to 22.1% during the six-month period ended June 30, 2001.

         Broadcast revenues increased to $7,127 during the six months ended June
         30, 2001 as compared to $418 during the same year earlier period.
         Broadcast operates five Internet radio stations, each being a music
         specific format hosted by DJ's. In Arbitron's December ratings,
         Broadcast rated 25th out of almost 1,100 stations rated. The high
         ratings may allow Broadcast to develop a base of quality advertisers
         and thus expand its advertising revenues.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - Selling, general and
         administrative expenses increased $195,602 (24%) to $1,019,656 in the
         six-month period ended June 30, 2001 as compared to the same year
         earlier period. The increase in selling, general and administrative
         expense of $195,602 consists primarily of increases in: salaries and
         wages - $89,219; insurance - $31,153; depreciation expense - $105,546;
         rent - $19,221; and decreases in: loan fees - ($17,000): legal and
         professional - ($55,741) other net  of $23,204.


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<PAGE>
         The increase in salaries and wages includes an increase of $33,960 for
         Broadcast and an increase of $55,259 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 includes an increase of approximately $20,500 for health
         insurance and benefits and approximately $10,800 increase in directors
         and officers liability insurance. The health insurance and benefits
         increase includes both higher costs and more personnel included in the
         plan. Directors and officers liability insurance increased starting
         April 1, 2000 due to the increase in the coverage level, 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.

         INTEREST EXPENSE - The Company incurred, during the six month period
         ended June 30, 2001, interest expense in the amount of $5,891. During
         the six month period ended June 30, 2000, the company incurred interest
         expense in the amount of $86,518, 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 six month period ended June 30, 2001 and 2000, respectively.

         The Company recognized unrealized losses in the amount of $(1,815)
         during the six-month period ended June 30, 2001 and recognized
         unrealized gains in the amount of $151,158 during the year earlier
         period.

         OTHER INCOME - The Company had income of $54,728 and $158,013 from
         interest and dividends in the six-month periods ended June 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 six months
         ended June 30, 2001 was approximately 37% as compared to 38% in the
         year earlier period. The Company recognized net tax benefits during the
         six months ended June 30, 2001 of $309,700, 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 June 30, 2001 were
         $2,319,396 ($3,718,896 gain less deferred taxes of $1,399,500). During
         the six months ended June 30, 2001, the Company recorded a decrease in
         its net unrealized gain from available-for-sale securities in the
         amount of $6,922,900, which consisted of a decline in market value of
         $11,099,700 less a decrease in related deferred tax liability of
         $4,176,800.

                                       15
<PAGE>
                           PART II - OTHER INFORMATION


         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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



                                    SIGNATURE

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

                                                     EVOLVE ONE, INC.



         Date:    August 14, 2001           By:   /s/ Gary Schultheis
                                                  ------------------------------
                                                  Gary Schultheis, President



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

















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