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 SEPTEMBER 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)

                        631 NORTH STEPHANIE STREET, #378
                             HENDERSON, NEVADA 89014
                    (Address of Principal Executive Offices)

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

                                 Former Address:
                             6500 SOUTH STATE STREET
                             MURRAY, UTAH 84107-7219

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 11 Consecutively numbered pages.


                                        1

<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  September  30,  1998  and the  related
statements  of income and cash flows for the three and nine month  periods ended
September 30, 1998 and September 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.


                                        2

<PAGE>



                                  TimeOne, Inc.

                           CONSOLIDATED BALANCE SHEET
                               September 30, 1998
                                    Unaudited


<TABLE>
<CAPTION>

ASSETS
CURRENT ASSETS
<S>                                                                                            <C>              
     Cash                                                                                      $         326,807
     Accounts Receivable                                                                                  38,917
     Inventory                                                                                            23,062
     Marketable Securities                                                                               580,913
     Prepaid Expenses & Supplies                                                                         101,022
                                                                                               -----------------
                                                                      Total Current Assets             1,070,721

PROPERTY, PLANT, AND EQUIPMENT (Cost)
     Building Improvements                                                                               202,691
     Building                                                                                          1,494,000
     Furniture, Fixtures, & Equipment                                                                    891,543
     Land                                                                                                581,000
                                                                                               -----------------
                                                                                                       3,169,234
     Less Accumulated Depreciation                                                                      (923,277)
                                                                                               -----------------
                                                        Total Property, Plant, & Equipment             2,245,957

OTHER ASSETS
     Startup Costs                                                                                         8,348
     Deposit                                                                                               2,501
     Montana Property                                                                                     75,453
     Q-Lube Joint Venture                                                                                 19,590
     Deferred Tax Asset                                                                                   17,000
                                                                                               -----------------
                                                                        Total Other Assets               122,892

                                                                              TOTAL ASSETS     $       3,439,570
                                                                                               =================

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
     Accounts payable, payroll, & sales tax                                                    $          83,306
     Mortgage payable - Bank, current portion                                                             40,608
                                                                                               -----------------
                                                                 Total Current Liabilities               123,914

LONG TERM LIABILITIES
     Mortgage payable - Bank One                                                                       1,662,829
                                                                                               -----------------
                                                               Total Long Term Liabilities             1,662,829
                                                                                               -----------------

                                                                         Total Liabilities             1,786,743

STOCKHOLDERS EQUITY
     Common Stock                                                                                            835
     Additional Paid in Capital                                                                        1,229,327
     Retained Earnings                                                                                   422,665
                                                                                               -----------------
                                                                 Total Stockholders Equity             1,652,827
                                                                                               -----------------

                                                   TOTAL LIABILITIES & STOCKHOLDERS EQUITY     $       3,439,570
                                                                                               =================
</TABLE>


                                        3

<PAGE>



                                  TimeOne, Inc.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                       For the Three and Nine Months Ended
                           September 30, 1998 and 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three Months Ended                  Nine Months Ended      
                                                                     1998             1997              1998             1997     
                                                                -------------     -------------    -------------     -------------
REVENUES
<S>                                                             <C>               <C>              <C>               <C>          
     Car Wash                                                   $     381,515     $     370,129    $   1,005,518     $   1,064,175
     Boutique - Net                                                     6,922             5,180           16,668            17,888
     Fuel Sales - Net                                                   2,992             4,342            7,544            11,400
     Carpet Express Equipment - Net                                         0                 0                0                16
     Discounts                                                        (34,107)           (3,150)         (82,619)           (9,144)
                                                                -------------     -------------    -------------     -------------
                                              TOTAL REVENUES          357,322           376,501          947,111         1,084,335

COSTS AND EXPENSES
     Salaries, Labor, & Commissions                                   157,662           177,027          447,239           502,772
     Taxes & Benefits                                                  23,103            28,507           76,224            85,848
     Interest & Credit Card Fees                                       43,359            48,923          129,636           153,098
     Travel/Auto/Promotion/Advertise                                    1,388             4,723            7,119            16,913
     Office/Telephone/Supplies/Print                                   39,787            46,723          105,755           128,174
     Utilities/Insurance/Maintenance                                   33,738            36,140           89,549           102,778
     Depreciation & Amortization                                       38,238            35,392          114,602           107,267
     Professional Fees & Other                                         27,164            22,797           64,587            85,104
                                                                -------------     -------------    -------------     -------------
                                    TOTAL COSTS AND EXPENSES          364,439           400,232        1,034,711         1,181,954
                                                                -------------     -------------    -------------     -------------

                               Net Operational Income (Loss)           (7,117)          (23,731)         (87,600)          (97,619)

Contract Services & Miscellaneous                                       5,911             4,076           27,253             2,663
Interest & Dividends                                                    2,374             3,588            6,839            13,552
Gain (Loss) on Sale of Securities                                      31,747               679          153,724            (1,994)
Gain on Property Sale                                                       0                 0            5,315           213,315
Q Lube Joint Venture Income                                            17,848            12,663           36,781            12,663
                                                                -------------     -------------    -------------     -------------
                                         TOTAL OTHER REVENUE           57,880            21,006          229,912           240,199
                                                                -------------     -------------    -------------     -------------
Net Income Before Taxes                                                50,763            (2,725)         142,312           142,580
Income Taxes                                                            1,875                 0          (13,104)            2,425
                                                                -------------     -------------    -------------     -------------
                                                  NET INCOME    $      48,888     $      (2,725)   $     129,208     $     140,155
                                                                =============     =============    =============     =============
                                        NET INCOME PER SHARE    $       0.006     $           0    $       0.015     $       0.017
                                                                =============     =============    =============     =============
</TABLE>


                                        4

<PAGE>



                                  TimeOne, Inc.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       For the Three and Nine Months Ended
                           September 30, 1998 and 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three Months Ended                  Nine Months Ended      
                                                                     1998             1997              1998             1997     
                                                                -------------     -------------    -------------     -------------
OPERATING ACTIVITIES
<S>                                                             <C>               <C>              <C>               <C>          
     Net Income                                                 $      48,888     $      (2,725)   $     129,208     $     140,155
     Adjustments to reconcile net income (loss) to
       Net Cash provided by operating activities:
         Sale of West Valley Property                                       0                 0                0          (213,315)
         Write off Obsolete Assets                                          0                72                0             8,967
         Depreciation & Amortization                                   36,831            35,392          113,195           107,267
         Changes in Current Assets & Liabilities:
           Receivables                                                  9,547            26,314           12,754                16
           Pre-paid                                                       904             1,400          (50,597)           (9,170)
           Inventory                                                   (1,122)            1,679            3,238                28
           Accounts Payable & Payroll Tax                              (4,536)            6,095           49,152            24,654
                                                                -------------     -------------    -------------     -------------

                                           NET CASH PROVIDED
                                        OPERATING ACTIVITIES           90,512            68,227          256,950            58,602

INVESTING ACTIVITIES
     Investment in Montana Land                                             0                 0          (22,863)                0
     Sale of West Valley Property                                           0                 0                0           549,400
     Cost of Securities Sold                                           13,679             1,622          175,057             9,895
     Purchase of Securities                                           (57,628)                0         (362,784)           (6,069)
     Purchase of Property & Equipment                                    (511)           (2,103)          (1,939)          (84,551)
     Joint Venture Distribution                                         2,051           (62,663)          54,637           (62,663)
     Increase in Deposits                                                (425)           (1,068)               0            (1,068)
                                                                -------------     -------------    -------------     -------------

                                    NET CASH PROVIDED (USED)
                                     BY INVESTING ACTIVITIES          (42,834)          (64,212)        (157,892)          404,944

FINANCING ACTIVITIES
     Repayment of Loans                                               (10,364)          (11,971)         (42,466)         (303,891)
     Sale of West Valley Property                                           0                 0                0          (150,000)
                                                                -------------     -------------    -------------     -------------

                                    NET CASH PROVIDED (USED)
                                     BY FINANCING ACTIVITIES          (10,364)          (11,971)         (42,466)         (453,891)
                                                                -------------     -------------    -------------     -------------

                                 INCREASE (DECREASE) IN CASH
                                        AND CASH EQUIVALENTS           37,314            (7,956)          56,592             9,655

                                CASH AND CASH EQUIVALENTS AT
                                         BEGINNING OF PERIOD          289,493           243,107          270,215           225,496
                                                                -------------     -------------    -------------     -------------

                                CASH AND CASH EQUIVALENTS AT
                                               END OF PERIOD    $     326,807     $     235,151    $     326,807     $     235,151
                                                                =============     =============    =============     =============
</TABLE>


                                        5

<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.  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 No. 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 value.

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 in 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 used 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.



                                        6

<PAGE>



NOTE B:           COMMITMENTS

The Company is obligated under a Maintenance Contract on its signs. The contract
was signed to be effective in December, 1996 with monthly payments of $789.

NOTE C:           LOANS PAYABLE

In March,  1996, the Company purchased the carwash building and land from Daniel
F. Pentelute for $2,075,000. The purchase price was below the appraised value of
$2,400,000 and $3,600,000 replacement cost. The Loan Agreements were signed with
Bank  One,  Utah for  $1,800,000  with 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 September 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  $    1,662,829    $      47,417  $   1,706,871
     Dan Pentelute                    8.75-10.5                0               0              163              0
     Escrow Services (2)                    9.5                0               0            5,000          7,550
                                                   -------------  --------------    -------------  -------------

                                                   $      40,608  $    1,662,829    $      52,580  $   1,714,421
                                                   =============  ==============    =============  =============
</TABLE>

     (1) 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  second  quarter  of 1998.  Schedule
         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            1,563,480
                                                   -------------

                                                   $   1,703,437
                                                   =============

NOTE D:           DEFERRED TAX ASSET

In February,  1992, the Financial  Account Standards board adopted the Statement
of Financial  Accounting  Standards No. 109 Accounting  for Income Taxes,  which
supersedes  substantially all existing  authoritative  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 September 30, 1998 and 1997 consisted of the following:

                                                 1998              1997    
                                            --------------    -------------
              Trade Accounts Receivable     $       38,917    $     165,706
                                            ==============    =============



                                        7

<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 on (1) of the
five (5) lost 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  improvement  do make the lost  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  and all  proceeds  went to Desert  Land to pay for
improvements.

NOTE H:           SUBSEQUENT EVENTS

On October 20, 1998,  the Company sold its carwash  assets and operations to CWP
West Corporation for $3,160,000.  CWP West Corporation is a Delaware corporation
involved in purchasing  carwashes in various locations around the United States.
The Company netted  approximately  $1,404,000 in cash from the sale. The Company
is currently reviewing the tax consequences of the sale.

The  Company  currently  has no  operations  and is  evaluating  other  business
opportunities.  Until a decision is made,  the Company  intends to maintain  its
assets in liquid form such as cash, money market funds or marketable securities.

After the sale, the existing Board of Directors  resigned and new Directors were
appointed. The new Directors are as follows:

                  Daniel F. Pentelute - President and Director
                  Roy E. Molina - Chief Financial Officer and Director
                  Yolanda Oyler - Secretary and Director

The Company also moved it corporate offices to:

                  631 North Stephanie Street, #378
                  Henderson, Nevada 89014
                  (702) 456-8070

                                        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 September 30, 1998, the Company had current assets of $1,070,720  compared
to $790,570 as of December 31, 1997. Cash increased  $56,592 for the nine months
ended September 30, 1998. The increase in cash is due to sales of securities and
income from the Q Lube joint  venture.  Current  liabilities as of September 30,
1998 were $123,914  compared to $82,447 as of December 31, 1997. The increase is
due to increased accounts payable.

Inventory decreased $3,238 from $26,300 as of December 31, 1997 to $23,062 as of
September 30, 1998. Marketable securities increased $188,954 from $391,959 as of
December 31, 1997 to $580,913 as of September 30, 1998.

CHANGES IN RESULTS OF OPERATIONS

Carwash volume decreased 1,048 cars from 24,505 for the three month period ended
September  30,  1997 to  23,457  cars  for the same  three  month  period  ended
September  30,1998.  During the  quarter,  both July and  September  were record
setting  months  in  the  amount  of  precipitation   that  fell.  Highway  I-15
reconstruction  continues to limit volume due to increase traffic  congestion in
the area of the carwash.

Revenue  for the three  month  period  ended  September  30,  1998 was  $357,322
compared to $364,439  compared to $400,232 for the same three month period ended
September 30, 1997, a decrease of $35,793. The decrease is due to lower salaries
and supply expense.

The Company posted a net profit of $48,888 for the three months ended  September
30,  1998,  compared to a net loss of $(2,725)  for the same three month  period
ended  September  30,  1997.  The increase is  profitability  is due to sales of
securities,  income from Q Lube and tighter cost controls. The Company had a net
loss on the carwash  operations  of $7,177 for the three months ended  September
30, 1998  compared to an operating  loss of  $(23,731)  for the same three month
period ended September 30, 1997.  Management is uncertain as to when the carwash
operation will be profitable.  It is likely that operating losses will continue.
Net gain per share for the period was $0.01.

Revenues for the nine months ended September 30, 1998 were $947,111  compared to
$1,084,335  for the same nine month period ended  September 30, 1997, a decrease
of $137,224.  This decrease is due to lower carwash volumes.  The Company washed
63,030 cars as of September 30, 1998 compared to 72,314 cars as of September 30,
1997, a decrease of 9,284.

For the nine months ended September 30, 1998, costs and expenses were $1,034,711
compared to $1,181,954 for the same nine month period ended  September 30, 1997,
a decrease of $147,243.  This  decrease is due to lower costs in all areas other
than depreciation. These lower costs relate to lower carwash volumes.

The Company posted a net profit of $129,208 for the nine months ended  September
30, 1998  compared to a profit of $140,155  for the same nine month period ended
September 30, 1997, a decrease of $10,947.  The Company had a operating  loss of
$(87,600) as of September 30, 1998 compared to an operating loss of $(97,619) as
of September 30, 1997. The overall  profitability of the Company as of September
30, 1998 continues to be primarily due to securities sales and the

                                        9

<PAGE>



income from the Q Lube joint  venture.  The Company is confident  that the joint
venture will continue to produce income.

The  current  ratio as of  September  30,  1998 is 8.64  compared  to 3.02 as of
September 30, 1997.  Long term  liabilities  were $1,662,829 as of September 30,
1998 compared to  $1,566,471  as of September 30, 1997.  Management is confident
that sufficient working capital exists for its continuing operations.

                                     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

On October 20, 1998,  the Company sold its carwash  assets and operations to CWP
West Corporation for $3,160,000.  CWP West Corporation is a Delaware corporation
involved in purchasing  carwashes in various locations around the United States.
The Company netted  approximately  $1,404,000 in cash from the sale. The Company
is currently reviewing the tax consequences of the sale.

The  Company  currently  has no  operations  and is  evaluating  other  business
opportunities.  Until a decision is made,  the Company  intends to maintain  its
assets in liquid form such as cash, money market funds or marketable securities.

After the sale, the existing Board of Directors  resigned and new Directors were
appointed. The new Directors are as follows:

                  Daniel F. Pentelute - President and Director
                  Roy E. Molina - Chief Financial Officer and Director
                  Yolanda Oyler - Secretary and Director

The Company also moved it corporate offices to:

                  631 North Stephanie Street, #378
                  Henderson, Nevada 89014
                  (702) 456-8070

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


                                       10

<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.


Date: November 18, 1998             By:
                                        Roy E. Molina
                                        On behalf of the Registrant and as
                                        Chief Financial Officer


                                       11