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 THE QUARTER ENDED MARCH 31, 1998
                         COMMISSION FILE NO. 2-70345-NY.

                                  TIMEONE, INC.
             (Exact name of Registrant as specified in its Charter)


            Nevada                                   88-0182534
(State or other jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)              Identification  Number)

                             6500 South State Street
                            Murray, Utah 84107-7219
                    (Address of Principal Executive Offices)

              Registrant's Telephone Number, including Area Code:
                                 (801) 268-9280

                                Former Address:
                                      n/a
              Former Name, Former Address, and Former Fiscal Year,
                          if changed since last report

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filled by Section 13 or 15(d) of the  Securities  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.

             (1)      Yes:    X               No:

             (2)      Yes:    X               No:

         Number of Shares Outstanding at the End of the Fiscal Quarter:
                        8,354,900 shares of common stock
         (Indicate Number of Shares Outstanding of Each Class of Common
                       Stock as of the end of the Quarter)

                   Page 1 of 13 consecutively numbered pages.

                                        1


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


                  ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

         TimeOne,  Inc.,  formerly  known  as  Buffs-N-Puffs,  ("Registrant"  or
"Company")  files  herewith an unaudited  balance sheet of the  Registrant as of
March 31, 1998 and the related statements of income and cash flows for the three
month periods ended March 31, 1998 and 1997. The unaudited financial  statements
included in this  report on Form  10-QSB  have been  prepared by the Company and
have  not  been  the  subject  of  independent  review.  In the  opinion  of the
management of the Company, the financial statements fairly present the financial
condition of the Company.









                                        2


<PAGE>



                                  TimeOne, Inc.

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                       March 31,
                                                                       1998   
                                                                   ------------
   Cash                                                            $    274,542
   Receivables (Note E)                                                  39,139
   Inventory (Note A)                                                    21,964
   Marketable Securities (Note A)                                       557,432
   Prepaid Expenses & Supplies                                           52,144
                                                                   ------------

                                        Total Current Assets            945,221


PROPERTY, PLANT AND EQUIPMENT (at cost)

   Building                                                           1,494,000
   Land - Murray Carwash                                                581,000
   Furniture, Fixture & Equipment                                       889,443
   Improvements                                                         202,691
                                                                      3,167,134
   Less Accumulated Depreciation                                       (849,658)
                                                                   ------------

                            Total Property, Plant & Equipment         2,317,476


OTHER ASSETS

   Joint Venture                                                         19,611
   Startup Costs                                                         12,523
   Deposit                                                                2,076
   Montana Property                                                      52,590
   Deferred Tax Benefit                                                  17,000
                                                                   ------------
      Total Other Assets                                                103,800
                                                                   ------------
                                                 TOTAL ASSETS      $  3,366,497
                                                                   ============







                                        3


<PAGE>




                                  TimeOne, Inc.

                           Consolidated Balance Sheet
                                   (Unaudited)

                       LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES                                                  March 31,
                                                                       1998
                                                                   ------------
   Accounts Payable, Payroll and Sales Tax                         $     57,437
   Loan Payable                                                          48,130
   Loans Payable - Related Parties                                          163
                                                                   ------------
                                    Total Current Liabilities           105,730


LONG TERM LIABILITIES

   Long Term Liabilities                                              1,684,783
      Total Long Term Liabilities                                     1,684,783
                                                                   ------------
                                            Total Liabilities         1,790,513

STOCKHOLDERS EQUITY

   Capital Stock, Common                                                    835
   Additional Paid In Capital                                         1,229,327
   Retained Earnings (deficit)                                          345,822
                                                                   ------------
                                                                      1,575,984
                                                                   ------------
                    TOTAL LIABILITIES AND STOCKHOLDERS EQUITY      $  3,366,497
                                                                   ============





                                        4


<PAGE>



                                  TIMEONE, INC.

                      Consolidated Statement of Operations
                                   (Unaudited)

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
REVENUES:                                                     March 31,         March 31,
                                                                1998              1997
                                                            -------------     -------------
<S>                                                         <C>               <C>          
   Car Wash                                                 $     281,271     $     331,204
   Boutique - Net                                                   2,121             5,894
   Fuel Sales - Net                                                 2,419             3,510
   Discounts                                                      (21,007)           (2,928)
                                                            -------------     -------------

      TOTAL REVENUES                                              264,804           337,680

COSTS AND EXPENSES:

   Salaries, Labor and Commissions                                135,271           159,537
   Taxes and Benefits                                              24,698            30,148
   Interest and Credit Card Fees                                   42,678            55,059
   Travel, Promotion, Advertising                                   1,416             4,808
   Office, Telephone, Printing and Supplies                        30,021            40,512
   Utilities, Maintenance, and Insurance                           30,219            33,900
   Depreciation and Amortization                                   36,791            36,732
   Professional Fees and Other                                     19,029            32,670
                                                            -------------     -------------

      TOTAL COSTS AND EXPENSES                                    320,123           393,366
                                                            -------------     -------------

Net Income (Loss) before Other Income                             (55,319)          (55,686)

Q Lube Income                                                       8,457                 0
Contract Services and Miscellaneous                                10,072            (7,469)
Interest and Dividends                                              2,611             7,051
Gain (Loss) on Sale of Securities                                  86,544           ( 2,673)
                                                            -------------     -------------
        TOTAL OTHER INCOME                                        107,684            (3,091)
                                                            -------------     -------------
Net Income (Loss) Before Taxes                                     52,365           (58,777)
Income Taxes                                                            0                 0
                                                            -------------     -------------

Net Income (loss)                                           $      52,365     $     (58,777)
                                                            =============     =============

Net Income Per Share                                                  NIL               NIL
</TABLE>

                                        5


<PAGE>



                                  TIMEONE, INC.

                  Consolidated Statement of Stockholders Equity
                                   (Unaudited)

                        STATEMENT OF STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                                                                                    Additional           Retained
                                                  Common Stock                       Paid-In             Earnings
                                           Shares             Amount                 Capital            (Deficit)
                                       --------------      ------------          ----------------    --------------
<S>                                    <C>                 <C>                   <C>                 <C>            
Balances 12/31/94                           6,113,900      $        611          $      1,120,692    $     (122,044)

Net income for
      Year ended 12/31/94                                                                                   109,604
                                       --------------      ------------          ----------------    --------------


Balances 12/31/94                           6,113,900               611                 1,120,692    $      (12,440)

Net income for
      Year ended 12/31/95                                                                                   133,857
                                       --------------      ------------          ----------------    --------------

Balances 12/31/95                           6,113,900               611                 1,120,692    $      121,417

Net income for
      Year ended 12/31/96                                                                                   107,831

Stock issued for assets                     2,000,000               200                   124,800

Restricted stock issued
      To employees                            350,000                35                    32,776                 
                                       --------------      ------------          ----------------    --------------

Balances 12/31/96                           8,463,900               846                 1,278,268    $      229,248

Net income for
      Year ended 12/31/97                                                                                    64,209

Cancel treasury stock                        (109,000)              (11)                  (48,941)                
                                       --------------      ------------          ----------------    --------------

Balances 12/31/97                           8,354,900               835                 1,229,327    $      293,457

Net income for
      Quarter ended 3/31/98                                                                                  52,365
                                       --------------      ------------          ----------------    --------------

Balances 3/31/98                            8,354,900      $        835          $      1,229,327    $      345,822
                                       ==============      ============          ================    ==============
</TABLE>

                                        6


<PAGE>



                                  TIMEONE, INC.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                               CASH FLOW STATEMENT

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                              March 31,1998      March 31,1997
                                                                             ---------------    ---------------
OPERATING ACTIVITIES:
<S>                                                                          <C>                <C>             
   Net Income (Loss)                                                         $        52,365    $       (58,777)
   Adjustments to reconcile net income (loss) to net cash
     Provided by operating activities:
      Joint Venture Income                                                            (8,457)                 0
      Write off obsolete asset                                                             0              8,895
      Depreciation and amortization                                                   36,791             36,732
      (Increase) decrease in receivables                                              12,532             (1,248)
      (Increase) decrease in prepaid expenses, supplies and deposits                  (1,719)             3,798
      (Increase) decrease in inventory                                                 4,336             (3,556)
      Increase (decrease) in accounts payable and payroll tax payable                 23,283             58,445
                                                                             ---------------    ---------------
                                  NET CASH PROVIDED BY OPERATING ACTIVITIES          119,131             44,289

INVESTING ACTIVITIES:
      Cost of securities sold                                                         87,409              8,273
      Purchase of securities                                                        (252,884)            (6,069)
      Purchase of property and equipment                                                   0            (80,574)
      Joint venture distribution                                                      63,073                  0
      Decrease in deposits                                                               425                  0
                                                                             ---------------    ---------------
                                      NET CASH USED BY INVESTING ACTIVITIES         (101,977)           (78,370)

FINANCING ACTIVITIES:

      Repayment of loans and leases                                                  (12,827)           (61,697)
                                                                             ---------------    ---------------
                                      NET CASH USED BY FINANCING ACTIVITIES          (12,827)           (61,697)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       4,327            (95,778)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     270,215            225,496
                                                                             ---------------    ---------------

                                 CASH AND CASH EQUIVALENTS AT END OF PERIOD  $       274,542    $       129,718
                                                                             ===============    ===============
</TABLE>



                                        7


<PAGE>




                                  TIMEONE, INC.

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

         NOTE A - Summary of Significant Accounting Policies

         Revenue Recognition
         Interest  income is accrued  as earned.  Gains or losses on the sale of
         securities are recorded as of the trade date.

         Depreciation
         Depreciation  on office  equipment  and  furniture is provided over the
         estimated useful life of five to ten years using an accelerated  method
         and  depreciation  on the office  building is being  provided  over the
         estimated  useful  life of 30 to 31.5  years  using the  straight  line
         method.

         Marketable Securities
         Marketable  securities,  as a group,  are  carried  at market  value in
         accordance with FAS #115. Prior to January 1, 1994, the securities were
         carried  at the lower of cost or  market.  At  December  31,  1997,  an
         increase of $69,305 was made to adjust to market ($31,549  decrease was
         made for 1996 and $10,207 increase was made for 1995).

         Income Taxes
         No federal  income taxes were due for the year ended December 31, 1997.
         At December 31, 1997, the Company had unused general  business  credits
         of $7,844 which expire in 1998 thru 2000, and  contributions  carryover
         of  $40,386,  expiring in 1998  through  2001.  The Company  also has a
         federal net operating loss carryover of $92,031 which if not used, will
         expire December 31, 2006.


         Inventory
         Inventory  consists of items for sale and use in the  operations of the
         carwash.  Inventory  is  recorded  at  lower  of cost or  market,  on a
         first-in, first-out basis.

         Cash and Cash Equivalents
         For  financial  statement  purposes,  the company  considers all highly
         liquid  investments  with an original  maturity of three months or less
         when purchased to be cash equivalents.

            Estimates:
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and   assumptions   that  affect  the   reported   amounts  of  assets,
         liabilities,  revenues,  and  expenses  during  the  reporting  period.
         Estimates  also  affect  the   disclosure  of  contingent   assets  and
         liabilities  at the date of the financial  statements.  Actual  results
         could  differ  from these  estimates.  Such  estimates  of  significant
         accounting sensitivity are allowance for doubtful accounts and reserves
         for obsolete inventory.


                                        8


<PAGE>

         NOTE B - COMMITMENTS

         The  company is also  obligated  under a  maintenance  contract  on its
         signs.  The contract  was signed to be  effective in December  1996 and
         runs through December 1999. The cost is $789 monthly.

         NOTE C - LOANS PAYABLE

         In March 1996,  the Company  purchased  the carwash  buildings and land
         from Daniel F. Pentelute for  $2,075,000.  The purchase price was below
         the  appraised  value of 2,400,000  actual and  $3,600,000  replacement
         cost.  The  loan  agreements  were  signed  with  Bank  One,  Utah  for
         $1,800,000 at an interest rate of 8.26% with 20 year amortization and 5
         year call. A line of credit for $150,000 with an interest rate of 8.25%
         was also  taken  out.  The  line of  credit  was  repaid  in 1997.  The
         following is a summary of debt at March 31, 1998 and 1997.



<TABLE>
<CAPTION>
                               Interest                     1998                                     1997
                                Rate %           Current          Long-Term               Current          Long-Term
                           ----------------  ---------------- ------------------      ---------------  ------------------
<S>                        <C>               <C>              <C>                     <C>              <C>               
Bank One Mortgage (1)                  8.26  $         42,140 $        1,681,810      $        47,417  $        1,716,146
Bank One Line of Credit                8.25                 0                  0              100,000                   0
                                       9.50             5,990              2,973               5,000               10,553
Escrow Services (2)
Daniel Pentelute                 8.75-10.50               163                  0                  163                   0
G.Phillip Condie *                     7.50                 0                  0                    0             120,000
                                             ---------------- ------------------      ---------------  ------------------

                                             $         48,293 $        1,684,783      $       152,580  $        1,846,699
                                             ================ ==================      ===============  ==================
</TABLE>


         *  The Condie loan was repaid during 1997

         Monthly payments are $15,487 and the balance is due March 25, 2001. The
               loan is secured by land and buildings with a cost of $2,075,000.

         Monthly payments are $1,155. The loan is secured by land with a cost of
$52,590.

         Scheduled principal reductions for the next five years are as follows:

         12/31/98                  $    48,293
         12/31/99                       52,507
         12/31/2000                     49,815
         Thereafter                  1,582,461
                                   -----------
                                   $ 1,733,076
                                   ===========




                                        9


<PAGE>






         NOTE D - DEFERRED TAX ASSET

         In February,  1992,  the  Financial  Account  Standards  board  adopted
         Statement of Financial  Accounting  Standards  No. 109  Accounting  for
         Income Taxes, which supersedes  substantially all existing  authoritive
         literature for  accounting  for income taxes and requires  deferred tax
         balances  to be  adjusted to reflect the tax rates in effect when those
         amounts are expected to become payable or refundable. The Statement was
         applied in the  Company's  financial  statements  for the calendar year
         commencing  January 1, 1993 by recognizing the cumulative effect of the
         change during 1993.

         NOTE E - RECEIVABLES

         Receivables at March 31, 1998 and 1997 consisted of the following:

                                               March 31,             March 31,
                                                1998                  1997   
                                              ----------           ----------
            Trade accounts receivable         $   39,139           $   16,970
                                              ----------           ----------

         NOTE F - MONTANA LAND

         During 1994,  Daniel  Pentelute,  the major shareholder of the Company,
         purchased  21 acres of land in Montana  and three (3) days later sold a
         one-half  interest  to the  Company  at his cost.  The  other  one-half
         interest is owned by Desert Land Enterprises, whose sole shareholder is
         Daniel Pentelute.


                                       10


<PAGE>






                                     PART I

                              FINANCIAL INFORMATION


         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND OPERATING RESULTS.

         Changes in Financial Condition
         At March 31, 1998 the Company had current  assets of $945,221  compared
         to  $790,570  as of  December  31,  1997.  Cash  increased  $4,327 from
         $270,215 as of December 31, 1997 to $274,542 as of March 31, 1998. This
         increase  is  due  to  the  sale  of  marketable  securities.   Current
         liabilities  increased  $23,283 from $82,447 as of December 31, 1997 to
         $105,730 as of March 31, 1998.  This increase is due to larger accounts
         payable for the quarter.  Inventory decreased $4,336 from $26,300 as of
         December 31, 1997 to $21,964 as of March 31, 1998.


         Changes in Results of Operations
         Carwash volume  decreased 5,043 cars from 23,945 for the 3 month period
         ended  March 31,  1997 to 18,902 for the same  period  ended  March 31,
         1998.  Volume  reduction can be traced to the El Nino weather  patterns
         bringing  above  average  rain and  snowfall  to the Western  U.S.  The
         carwash  was closed or did less than 100 cars on 30 of the 90 days this
         quarter.


         Revenue  for the 3 month  period  ended  March  31,  1998 was  $264,804
         compared to $337,680  for the same 3 month period ended March 31, 1997,
         a decrease of $72,876 or 27.5%.  The  revenue  decrease is due to lower
         wash volume.

         During  the 3 months  ended  March 31,  1998  costs and  expenses  were
         $320,123 compared to $393,366 for the same period ended March 31, 1997,
         a  decrease  of $73,243 or 23%.  Costs and  expenses  were lower in all
         categories, reflecting the drop in volume at the carwash.


         At March 31, 1998 the Company  posted a net profit of $52,365  compared
         to a net loss of  ($58,777)  for the same period  ended March 31, 1997.
         Net profit per share for the period was negligible.  The profit for the
         quarter is due to the income from the Q Lube joint venture and the sale
         of  marketable  securities.  The  carwash  operation  continues  to  be
         unprofitable,  during the first quarter of the year, which has included
         very unfavorable weather conditions.

         As of March 31, 1998 cash and  equivalents  were  $274,542  compared to
         $129,718 for the same period ended March 31, 1997.

         The current  ratio as of March 31, 1998 was 8.93 compared to 2.05 as of
         March 31, 1997. Long term  liabilities  were $1,684,783 as of March 31,
         1998 compared to $1,845,480 as of March 31, 1997.  Management  believes
         sufficient working capital exists for its continuing operations.


                                       11


<PAGE>


                                    PART II.


         ITEM 1.   LEGAL PROCEEDINGS

         During  the  reporting  period the  Company  was not party to any legal
proceedings.

         ITEM 2.   CHANGES IN SECURITIES

         None.

         ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

         The Registrant has no securities which are reportable under this item.

         ITEM 4.   MATTERS SUBMITTED TO A VOTE OF THE COMPANY'S
                   SHAREHOLDERS

         No  matters  were  submitted  to a vote of the  Company's  shareholders
during this quarter.



                                       12


<PAGE>






                                    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.


                                  TimeOne, Inc.



                                  By: /s/ Alan R. Theis
                                  Alan R. Theis
                                  On Behalf of the Registrant
                                  and as Secretary/Treasurer
                                  and Vice President


Dated May 6,1998.