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 JUNE 30, 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


<PAGE>




                                     PART I

                              FINANCIAL INFORMATION

              ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

         TimeOne,  Inc.  ("Registrant" or "Company") files herewith an unaudited
balance sheet of the  Registrant as of June 30, 1998 and the related  statements
of income and cash flows for the three and six month periods ended June 30, 1998
and June 30, 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.

                                  Page 2 of 13


<PAGE>



                                  TimeOne, Inc.
                                  BALANCE SHEET
                                     ASSETS

<TABLE>
<CAPTION>
CURRENT ASSETS                                                                                                June 30,1998
                                                                                                      -----------------------------
<S>                                                                                                   <C>                        
   Cash                                                                                               $                   289,493
   Receivables (Note E)                                                                                                    48,464
   Marketable Securities (Note A)                                                                                         535,736
   Inventory (Note A)                                                                                                      21,940
   Prepaid Expenses & Supplies                                                                                            101,926
                                                                                                      -----------------------------
      Total Current Assets                                                                                                997,559

PROPERTY, PLANT AND EQUIPMENT (at cost)
   Building                                                                                                             1,494,000
   Building Improvements                                                                                                  202,691
   Furniture, Fixture & Equipment                                                                                         891,032
   Land                                                                                                                   581,000
                                                                                                      -----------------------------
                                                                                                                        3,168,723
   Less Accumulated Depreciation                                                                                         (886,446)
                                                                                                      -----------------------------
      Total Property, Plant & Equipment                                                                                 2,282,277

OTHER ASSETS
   Q Lube Joint Venture                                                                                                    21,641
   Startup Costs                                                                                                            9,739
   Deposit                                                                                                                  2,076
   Montana Property                                                                                                        75,453
   Deferred Tax Asset                                                                                                      17,000
                                                                                                      -----------------------------
        Total Other Assets                                                                                                125,909
                                                                                                      -----------------------------
        TOTAL ASSETS                                                                                                   $3,405,745
                                                                                                      =============================
</TABLE>


                                  Page 3 of 13


<PAGE>

                                  TimeOne, Inc.
                       LIABILITIES AND STOCKHOLDERS EQUITY


<TABLE>
<CAPTION>
CURRENT LIABILITIES                                                                                            June 30, 1998
                                                                                                      ------------------------------
<S>                                                                                                   <C>                          
   Accounts Payable, Payroll and Sales Tax                                                            $                      87,842
   Loan Payable - Bank One                                                                                                   40,608
   Loans Payable - Related Parties                                                                                              163
                                                                                                      ------------------------------
        Total Current Liabilities                                                                                           128,613

LONG TERM LIABILITIES

Long Term Liabilities - Bank One                                                                                          1,673,193
                                                                                                      ------------------------------
        Total Long Term Liabilities                                                                                       1,673,193
                                                                                                      ------------------------------
                Total Liabilities                                                                                         1,801,806

Capital Stock, common                                                                                                           835
Additional paid in capital                                                                                                1,229,327
Retained Earnings                                                                                                           373,777
                                                                                                      ------------------------------
                                                                                                                          1,603,939
                                                                                                      ------------------------------
        TOTAL LIABILITY AND STOCKHOLDERS EQUITY                                                       $                   3,405,745
                                                                                                      ==============================
</TABLE>


                                  Page 4 of 13

<PAGE>


                                  TimeOne, Inc.
                             STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                          For three months ended                       For six months ended
                                                 -----------------------------------------   --------------------------------------
                                                     June 30,                 June 30,          June 30,             June 30,
REVENUES:                                              1998                     1997              1998                 1997
                                                 ------------------     ------------------   -----------------   ------------------
<S>                                              <C>                    <C>                  <C>                 <C>             
   Car Wash                                      $        342,732       $          362,842   $       624,003     $        694,046
   Boutique Net                                             7,625                    6,814             9,746               12,708
   Fuel Sales - Net                                         2,133                    3,548             4,552                7,058
   Carpet Express Equipment - Net                               0                       16                 0                   16
   Discounts                                              (27,505)                  (3,066)          (48,512)              (5,994)
                                                 ------------------     ------------------   -----------------   ------------------
        TOTAL REVENUES                                    324,985                  370,154           589,789              707,834

COSTS AND EXPENSES
   Salaries, Labor and Commissions                        154,306                  166,208           289,577              325,745
   Taxes and Benefits                                      28,423                   27,193            53,121               57,341
   Interest and Credit Card Fees                           43,599                   49,116            86,277              104,175
   Travel, Auto, Promotional and Advertising                4,315                    7,382             5,731               12,190
   Office, Telephone, Printing and Supplies                35,947                   40,939            65,968               81,451
   Utilities, Maintenance, Rent and Insurance              25,592                   32,738            55,811               66,638
   Depreciation and Amortization                           39,573                   35,143            76,364               71,875
   Professional Fees and Other                             18,394                   29,637            37,423               62,307
                                                 ------------------     ------------------   -----------------   ------------------
        TOTAL COSTS AND EXPENSES                          350,149                  388,356           670,272              781,722
                                                 ------------------     ------------------   -----------------   ------------------

Net Income (Loss) before Other Income                     (25,164)                 (18,202)          (80,483)             (73,888)

Q Lube Income                                              10,476                        0            18,933                    0
Contract Services and Miscellaneous                        11,270                    6,056            21,342               (1,413)
Interest and Dividends                                      1,854                    2,913             4,465                9,964
Gain On Property Sale                                       5,315                  213,315             5,315              213,315
Gain (loss) on Sale of Securities                          35,433                        0           121,977               (2,673)
                                                 ------------------     ------------------   -----------------   ------------------
                                                           64,348                  222,284           172,032              219,193
Income Taxes                                              (11,229)                  (2,425)          (11,229)              (2,425)
                                                 ------------------     ------------------   -----------------   ------------------
NET INCOME                                                $27,955                 $201,657           $80,320             $142,880
                                                 ==================     ==================   =================   ==================
NET INCOME PER SHARE                                          NIL                     $.02              $.01                 $.02
                                                 ==================     ==================   =================   ==================
</TABLE>

                                  Page 5 of 13
<PAGE>

                                  TimeOne, Inc.
                        STATEMENT OF STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                                                                                            Additional              Retained
                                                             Common Stock                     Paid-in               Earnings
                                                    Shares               Amount               Capital                (Deficit)
                                                 ------------          -----------          -----------          --------------
<S>                                              <C>                   <C>                  <C>                  <C>           
    Balances 12/31/93                               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 6 months ended                                                                                        80,320
                                                 ------------          -----------          -----------          --------------

    Balances 6/30/98                                8,354,900          $       835          $ 1,229,327          $      373,777
                                                 ============          ===========          ===========          ==============
</TABLE>


                                  Page 6 of 13


<PAGE>


                                  TimeOne, Inc.
                              CASH FLOWS STATEMENT

<TABLE>
<CAPTION>
                                                       For three months ended                  For six months ended
                                                ----------------------------------     ----------------------------------
                                                   June 30,           June 30,            June 30,            June 30,
OPERATING ACTIVITIES                                 1998               1997                 1998              1997
                                                ---------------    ---------------     ---------------    ---------------
<S>                                             <C>                <C>                 <C>                <C>            
   Net Income                                   $        27,955    $       201,657     $        80,320    $       142,880
   Adjustments to reconcile 
     net income (loss) to Net
     cash provided by operating
     activities:
   Joint Venture Income                                  (2,030)                 0             (10,487)                 0
   Sale of West Valley Property                               0           (213,315)                  0           (213,315)
   Write off Obsolete Assets                                  0                  0                   0              8,895
   Depreciation and Amortization                         39,573             35,143              76,364             71,875
   (Increase) Decrease in Receivables                    (9,326)           (25,050)              3,206            (26,298)
   (Increase) Decrease in Pre-Paid Expense,             (49,782)           (14,368)            (51,501)           (10,570)
    Supplies and Deposits
   (Increase) Decrease in Inventory                          24              1,905               4,360             (1,651)
   Increase (Decrease) in Accounts Payable and           30,407            (39,886)             53,689             18,559
    Payroll tax
                                                ---------------    ---------------     ---------------    ---------------
    NET CASH PROVIDED OPERATING ACTIVITIES               36,821            (53,914)            155,951             (9,625)



INVESTING ACTIVITIES
   Investment in Montana Land                           (22,863)                 0             (22,863)                 0
   Sale of West Valley Property                               0            549,400                   0            549,400
   Cost of Securities Sold                               73,969                  0             161,378              8,273
   Purchase of Securities                               (52,272)                 0            (305,156)            (6,069)
   Purchase of Property and Equipment                    (1,428)            (1,874)             (1,428)           (82,448)
   Joint Venture Distribution                                 0                  0              63,073                  0
   Decrease in Deposits                                       0                  0                 425                  0
                                                ---------------    ---------------     ---------------    ---------------
        NET CASH PROVIDED (USED) BY INVESTING
                                   ACTIVITIES            (2,594)           547,526            (104,571)           469,156

FINANCING ACTIVITIES
   Repayment of Loans                                   (19,276)          (230,223)            (32,102)          (291,920)
   Sale of West Valley Property                               0           (150,000)                  0           (150,000)
                                                ---------------    ---------------     ---------------    ---------------
NET CASH PROVIDED OR (USED) BY FINANCING                (19,276)          (380,223)            (32,102)          (441,920)
INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                         14,951            113,389              19,278             17,611

CASH AND CASH EQUIVALENTS AT BEGINNING        
     OF PERIOD                                          274,542            129,718             270,215            225,496
                                                ---------------    ---------------     ---------------    ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $       289,493    $       243,107     $       289,493    $       243,107
                                                ===============    ===============     ===============    ===============
</TABLE>

                                  Page 7 of 13

<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  through  2000,  and  contributions  carryover of $40,386,
expiring  1998  through  2001.  The  Company 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.

      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.  The cost is $789
monthly.

                                  Page 8 of 13

<PAGE>

      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 June 30, 1998 and 1997.

<TABLE>
<CAPTION>
                         Interest                    1998                             1997
                          Rate %             Current       Long-Term         Current        Long-Term
                       -------------       -----------   -------------     -----------     -----------
<S>                    <C>                 <C>           <C>               <C>             <C>        
Bank One (1)                    8.26       $    40,608   $   1,673,193     $    47,417     $ 1,706,871
Dan Pentelute              8.75-10.5               163               0             163               0
Escrow Services (2)             9.50                 0               0           5,000 
                       -------------       -----------   -------------     -----------     -----------
                                           $    41,771   $   1,673,193     $   $52,580     $ 1,716,477
                                           ===========   =============     ===========     ===========
</TABLE>


         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.

            (2) The loan was repaid during the 2nd quarter of 1998.

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

            12/31/98                        $    40,608
            12/31/99                             49,534
            12/31/00                             49,815
            Thereafter                        1,575,007
                                            -----------
                                            $ 1,714,964
                                            ===========

      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 June 30, 1998 and 1997 were as follows:

                                                   June 30,     June 30,
                                                     1998          1997
         Trade Accounts Receivables               $ 48,464       $ 192,020
                                                  ========       =========

                                  Page 9 of 13

<PAGE>

      NOTE F - START-UP COSTS

     These are costs associated with  development of the carwash.  The costs are
being amortized, depreciated or expensed. The costs include travel to view other
carwashes,  equipment,  inventory,  legal fees for patents and trademarks,  etc.
During 1994 and 1995 the Company spent $25,900  associated  with property  being
held for development into a second carwash  operation.  These costs were written
off when the West Valley land was sold in May 1997.

      NOTE G - MONTANA LAND

     During the quarter Desert Land  Enterprises and the Company sold (1) one of
the (5) five  lots  they  jointly  own.  At the time of the  sale,  Desert  Land
presented the Company with a bill for the improvements  previously funded solely
by Desert Land.  The bill was for $41,726,  which is the cost of roads,  curbing
and electrical service.  The Company was unable to pay for these improvements at
the time they were  undertaken.  Since these  improvements do make the lots more
attractive and therefore  saleable the Company feels it is fair to pay it's half
of the  improvements.  Although the Company made a profit of $5,315 on the sale,
no cash was realized, all proceeds went to Desert Land to pay for improvements.


                                  Page 10 of 13


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

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

      Changes in Financial Condition
      As of June 30,1998 the Company had current assets of $997,560  compared to
$790,570 as of December 31, 1997.  Cash  increased  $19,278 from  $270,215 as of
December 31, 1997 to $289,493 as of June 30, 1998.  The cash  increase is due to
the sales of  securities.  Current  liabilities as of June 30,1998 were $128,615
compared to $82,447 as of  December  31,1997.  This  increase is due to accounts
payable  related to  improvements  on the  Montana  land to  facilitate  sale of
property.

      Inventory decreased $4,360 from $26,300 as of December 31, 1997 to $21,940
as of June 30, 1998.

      Changes In Result of Operations
      Carwash volume  continues to decline in the face of cooler and wetter than
normal conditions. Wash volume decreased 3,193 cars, from 23,864 for the 3 month
period ended June 30, 1997 to 20,671 for the 3 month period ended June 30, 1998.
Continued major highway construction projects also contribute to reduced volume.

      Revenue for the 3 month period  ended June 30, 1998 was $324,985  compared
to  $370,154  for the same  period  ended June 30,  1997,  a decrease of $45,169
(12%).  Revenue decreases are due in part to a discount program on wash packages
and reduction in wash volume.

      The Company  posted a net profit of $27,955 for the 3 month  period  ended
June 30,  1998,  compared  to a profit of $201,657  for the same 3 month  period
ended  June 30,  1997.  This  decrease  is due to a  somewhat  larger  loss from
operations  in 1998 and the fact that the Company sold its West Valley  property
in 1997, which resulted in a large gain during the second quarter.

     For the 6 month period  ended June 30, 1998 the Company  posted a loss from
operations  of ($80,483)  compared to a loss of  ($73,888)  for the same 6 month
period ended June 30, 1997.  Overall the Company  posted a net profit of $80,320
for the 6 months ended June 30,  1998,  compared to a profit of $142,880 for the
same period ended June 30, 1997.  The larger profit in 1997 was primarily due to
the sale of the West Valley  property.  Net earnings per share for the six month
period ended June 30, 1998 were negligible.

      As of June 30, 1998 cash and cash  equivalents  were $289, 493 compared to
$243,107 as of June 30, 1997.

      The current  ratio as of June 30,  1998 was 7.76  compared to 3.78 for the
period ended June 30, 1997.

      Management  believes  that  sufficient  working  capital  exists  for  its
operations.



                                  Page 11 of 13


<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.

     ITEM 5. OTHER INFORMATION

     Currently  the  Company  is  involved  in serious  discussions  to sell the
     carwash  assets to a group that is buying  existing  car washes  across the
     United States.  The deal would be on a cash basis. No final agreements have
     been reached.

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     None.


                                  Page 12 of 13


<PAGE>



                                   SIGNATURES

     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 August 11, 1998

                                  Page 13 of 13