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, 1999
                         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)

                        631 North Stephanie Street, #378
                               Henderson, NV 89014
                    (Address of Principal Executive Offices)

               Registrant's Telephone Number, including Area Code:
                                 (702) 456-8070

                                 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:
                        8,266,300 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, 1999 and the related statements of income and cash flows for the three
month periods ended March 31, 1999 and 1998. 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
<TABLE>
<CAPTION>
                                                                                                 March 31,
                                                                                                   1999       
                                                                                            ------------------
Current Assets
<S>                                                                                         <C>               
   Cash                                                                                     $          961,305
   Receivables                                                                                             389
   Marketable Securities                                                                             1,165,707
                                                                                            ------------------
                                                                      Total Current Assets           2,127,401

Other Assets
   Security Deposits                                                                                     2,501
   Montana Property                                                                                     75,453
                                                                                            ------------------
                                                                        Total Other Assets              77,954
                                                                                            ------------------

                                                                              TOTAL ASSETS  $        2,205,355
                                                                                            ==================

                        LIABILITIES & STOCKHOLDERS EQUITY

Current Liabilities
   Accounts Payable                                                                         $           35,819
                                                                                            ------------------
                                                                 Total Current Liabilities              35,819

Stockholders Equity
   Capital Stock, Common                                                                                   826
   Additional Paid-in Capital                                                                        1,229,336
   Retained Earnings                                                                                   939,374
                                                                                            ------------------
                                                                 Total Stockholders Equity           2,169,536
                                                                                            ------------------

                                                   TOTAL LIABILITIES & STOCKHOLDERS EQUITY  $        2,205,355
                                                                                            ==================

</TABLE>

                                        3


<PAGE>



                                  TimeOne, Inc.
                      Consolidated Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Three Months Ended
                                                                                                          March 31,
                                                                                                 1999                  1998       
                                                                                          ------------------    ------------------
Revenues
<S>                                                                                       <C>                   <C>               
   Gain on Sales of Securities                                                            $          260,667    $           86,544
   Interest and Dividends                                                                              5,716                 2,611
   Miscellaneous income                                                                                  103                10,072
   Unrealized Gain on Securities                                                                     136,665                     0
                                                                                          ------------------    ------------------
                                                                           Total Revenue             403,151                99,227

Costs and Expenses
   Interest                                                                                            6,516                     0
   Professional Fees                                                                                  33,800                     0
   Legal                                                                                                 600                     0
   Office and Travel                                                                                  12,384                     0
                                                                                          ------------------    ------------------
                                                                Total Costs and Expenses              53,300                     0
                                                                                          ------------------    ------------------

                                                                 NET INCOME BEFORE TAXES             349,851                99,227

   Income Taxes                                                                                            0                     0
                                                                                          ------------------    ------------------

                                                   NET INCOME FROM CONTINUING OPERATIONS             349,851                99,227

                                            NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS              21,375(1)            (46,862)
                                                                                          ------------------    ------------------

                                                                              NET INCOME  $          371,226    $           52,365
                                                                                          ==================    ==================
</TABLE>

   (1) Adjustment to income taxes previously accrued.



                                        4


<PAGE>



                                  TimeOne, Inc.
                        Statement of Stockholders Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                Additional           Retained
                                                                  Common Stock                    Paid-in            Earnings
                                                           Shares              Amount             Capital            (Deficit)    
                                                     ------------------  -----------------   -----------------  ------------------
<S>                                                  <C>                 <C>                 <C>                <C>               
Balances at December 31, 1995                                 6,113,900  $             611   $       1,120,692  $          121,417

Stock issued for assets                                       2,000,000                200             124,800
Restricted stock issued to employees                            350,000                 35              32,776
   Net Income for year ended
     December 31, 1996                                                                                                     107,831
                                                     ------------------  -----------------   -----------------  ------------------
Balances at December 31, 1996                                 8,463,900                846           1,278,268             229,248

Cancel Treasury stock                                          (109,000)               (11)            (48,941)
   Net Income for year ended
     December 31, 1997                                                                                                      64,209
                                                     ------------------  -----------------   -----------------  ------------------
Balances at December 31, 1997                                 8,354,900                835           1,229,327             293,457

   Net Income for year ended
     December 31, 1998                                                                                                     274,691
                                                     ------------------  -----------------   -----------------  ------------------
Balances at December 31, 1998                                 8,354,900                835            1229,327             568,148

Cancel Company stock                                            (88,600)                (9)                  9
   Net Income for quarter ended
     March 31, 1999                                                                                                        371,226
                                                     ------------------  -----------------   -----------------  ------------------

Balances at March 31, 1999                                    8,266,300  $             826   $       1,229,336  $          939,374
                                                     ==================  =================   =================  ==================
</TABLE>



                                        5


<PAGE>



                                  TimeOne, Inc.
                      Statement of Consolidated Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Three Months Ended
                                                                                                          March 31,
                                                                                                 1999                  1998       
                                                                                          ------------------    ------------------
Operating Activities
<S>                                                                                       <C>                   <C>               
   Net Income (Loss)                                                                      $          371,226    $           52,365
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
       Joint Venture Income                                                                                0                (8,457)
       Depreciation and Amortization                                                                       0                36,791
       Unrealized Gain on Marketable Securities                                                     (136,665)                    0
       (Increase) Decrease in Receivables                                                            300,000                12,532
       Supplies and Deposits                                                                               0                (1,719)
       (Increase) Decrease in Inventory                                                                    0                 4,336
       Increase (Decrease) in Accounts Payable and Payroll Tax                                             0                23,283
                                                                                          ------------------    ------------------
                                               Net Cash Provided By Operating Activities             534,561               119,131

Investing Activities
   Cost of Securities Sold                                                                         1,368,279                87,409
   Purchase of Securities                                                                         (1,563,943)             (252,884)
   Joint Venture Distribution                                                                              0                63,073
   Decrease in Deposits                                                                                    0                   425
                                                                                          ------------------    ------------------
                                                   Net Cash Used By Investing Activities            (195,664)             (101,977)

Financing Activities
   Repayment of Loans and Leases                                                                           0               (12,827)
                                                                                          ------------------    ------------------
                                                   Net Cash Used By Financing Activities                   0               (12,827)

Increase (Decrease) in Cash and Cash Equivalents                                                     338,897                 4,327
Cash and Cash Equivalents at Beginning of Period                                                     622,408               270,215
                                                                                          ------------------    ------------------

                                              Cash and Cash Equivalents at End of Period  $          961,305    $          274,542
                                                                                          ==================    ==================
</TABLE>



                                        6


<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 March 31, 1999, an increase of $136,665 was made to
adjust to market.

Income Taxes
Federal  income  taxes in the  amount of  $198,625  were due for the year  ended
December  31,  1998.  Those taxes were paid  during the quarter  ended March 31,
1999. Due to the variable  nature of the stock  valuations,  no accrual has been
made for the quarter.

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 - 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 C - RECEIVABLES

Receivables at March 31, 1999 and 1998 consisted of the following:

                                    March 31,
                                   1999 1998 
            Trade accounts receivable       $     389    $   39,139
                                            =========    ==========


                                        7


<PAGE>



                                  TimeOne, Inc.
             Notes to Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE D - RELATED PARTY TRANSACTIONS

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.

In  January of 1999,  the Board of  Directors  of the  Company  entered  into an
agreement with Desert Land  Enterprises,  Inc., whose sole shareholder is Daniel
Pentelute, President and majority shareholder of the Company, to provide certain
services to the Company on a monthly  basis for a fee of $4,500 per month,  plus
all out of pocket expenses.  These services  include  telephone and fax service,
all necessary secretarial  services,  financial tracking of all of the Company's
brokerage  accounts and  investments,  research into possible  investments,  and
access to various financial publications,  websites, and sources. This agreement
was approved by the directors having no financial  interest in the agreement and
is believed to be at or below the  prevailing  rates for similar  services  from
independent sources.

In  January,  1999 the Company  entered  into a retainer  agreement  with Roy E.
Molina Certified  Public  Accountant,  Inc., to provide all in-house  accounting
services, tax advice, and other miscellaneous  accounting services for a monthly
fee of $4,000,  including all expenses.  Mr. Molina is a director and officer of
the Company.  This  agreement was approved by the directors  having no financial
interest in the agreement and is believed to be at or below the prevailing rates
for similar services from independent sources.




                                        8


<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

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

Changes in Financial Condition

As of March 31, 1999, the Company had current  assets of $2,127,401  compared to
$1,967,709 as of December 31, 1998. Cash increased  $338,897 from $622,408 as of
December 31, 1998 to $961,305 as of March 31, 1999.  This increase is due to the
sales  of  marketable   securities  and  collection  of   receivables.   Current
liabilities  decreased $211,534 from $247,353 as of December 31, 1998 to $35,819
as of March 31, 1999. The decrease is due to payment of income taxes.

Changes In The Results of Operations

The Company is no longer in the carwash business, so comparing operating results
from previous  quarters are not meaningful.  The Company  currently  derives all
revenue from sales of securities,  interest, and dividends earned. The Company's
revenues for the period ending March 31, 1999 were $403,151.

The  Company had  incurred  costs and  expenses of $53,300 for the three  months
ended  March 31,  1999.  The  majority  of these  expenses  consisted  of office
expenses, travel, and consulting fees

The Company posted a net income of $371,226 for the three months ended March 31,
1999. Net income per share was $.05 for the quarter.

As of March 31, 1999,  the Company had cash and  equivalents  of  $961,305.  The
current ratio as of March 31, 1999 was 59.39.  Long-term  liabilities were $0 as
of March 31, 1999.

Management  will  continue to keep the  Company's  assets in liquid form such as
cash,  money market funds,  and marketable  securities.  Management is currently
evaluating other business opportunities.

                                    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.


                                        9


<PAGE>



ITEM 5. OTHER MATTERS

In  January of 1999,  the Board of  Directors  of the  Company  entered  into an
agreement with Desert Land  Enterprises,  Inc., whose sole shareholder is Daniel
Pentelute, President and majority shareholder of the Company, to provide certain
services to the Company on a monthly  basis for a fee of $4,500 per month,  plus
all out of pocket expenses.  These services  include  telephone and fax service,
all necessary secretarial  services,  financial tracking of all of the Company's
brokerage  accounts and  investments,  research into possible  investments,  and
access to various financial publications,  websites, and sources. This agreement
was approved by the directors having no financial  interest in the agreement and
is believed to be at or below the  prevailing  rates for similar  services  from
independent sources.

In  January,  1999 the Company  entered  into a retainer  agreement  with Roy E.
Molina Certified  Public  Accountant,  Inc., to provide all in-house  accounting
services, tax advice, and other miscellaneous  accounting services for a monthly
fee of $4,000,  including all expenses.  Mr. Molina is a director and officer of
the Company.  This  agreement was approved by the directors  having no financial
interest in the agreement and is believed to be at or below the prevailing rates
for similar services from independent sources.


                                    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.


Date:  May 11, 1999                By:                                    
                                      ---------------------------------------
                                   Yolanda Oyler
                                   Secretary and Director



                                       10