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, 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 N.  Stephanie Street, #378, Henderson, Nevada                 89014
    (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: (702) 456-8070


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




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<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, 1999 and the related statements of income
and cash flows for the three and six month  periods ended June 30, 1999 and June
30, 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.


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<PAGE>



                                                   TimeOne, Inc.
                                            Consolidated Balance Sheet
                                                    (Unaudited)

<TABLE>
<CAPTION>
ASSETS
Current Assets
<S>                                                                                            <C>
   Cash                                                                                        $       1,070,599
   Receivables                                                                                               389
   Marketable Securities                                                                               1,255,003
                                                                                               -----------------
                                                                         Total Current Assets          2,325,991

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

                                                                                 TOTAL ASSETS  $       2,403,945
                                                                                               =================

LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
   Accounts Payable                                                                            $           9,660
                                                                                               -----------------
                                                                    Total Current Liabilities              9,660

Stockholders Equity
   Capital Stock, Common                                                                                     826
   Additional paid-in capital                                                                          1,229,336
   Retained Earnings                                                                                   1,164,123
                                                                                               -----------------
                                                                    Total Stockholders Equity          2,394,285
                                                                                               -----------------

                                                    TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  $       2,403,945
                                                                                               =================
</TABLE>


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<PAGE>



                                  TimeOne, Inc.
                      Consolidated Statement of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three Months Ended              Six Months Ended
                                                                            June 30,                       June 30,
                                                                      1999            1998           1999           1998
                                                                  -------------  -------------  --------------  -------------
Revenues
<S>                                                               <C>            <C>            <C>             <C>
   Gain on Sale of Securities                                     $     240,626  $      35,433  $      501,293  $     121,977
   Interest and Dividends                                                12,790          1,854          18,506          4,465
   Gain on Property Sale                                                      0          5,315               0          5,315
   Miscellaneous Income                                                       0              0             102              0
   Unrealized Gain on Securities                                         47,558              0         184,223              0
                                                                  -------------  -------------  --------------  -------------
                                                   Total Revenue        300,974         42,602         704,124        131,757

Costs and Expenses
   Interest                                                                 911              0           7,427              0
   Professional Fees                                                     46,587         18,394          80,387         37,423
   Legal                                                                    650              0           1,249              0
   Office and Travel                                                     28,062              0          40,446              0
                                                                  -------------  -------------  --------------  -------------
                                         Total Cost And Expenses         76,210         18,394         129,509         37,423
                                                                  -------------  -------------  --------------  -------------

                                         NET INCOME BEFORE TAXES        224,764         24,208         574,615         94,334

Income Taxes                                                                 15         11,229              15         11,229
                                                                  -------------  -------------  --------------  -------------

                           NET INCOME FROM CONTINUING OPERATIONS        224,749         12,979         574,600         83,105

                                            NET GAIN (LOSS) FROM
                                         DISCONTINUED OPERATIONS              0         14,976(2)       21,375(1)       (2,785) (2)
                                                                  -------------  -------------  --------------  --------------

                                                      NET INCOME  $     224,749  $      27,955  $      595,975  $      80,320
                                                                  =============  =============  ==============  =============
</TABLE>

   (1) Adjustment to income taxes previously accrued.
   (2) Operation of car wash sold, October 20, 1998.


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<PAGE>



                                  TimeOne, Inc.
                       Consolidated Statement of Cashflows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                            Three Months Ended              Six Months Ended
                                                                                 June 30,                       June 30,
                                                                           1999            1998           1999           1998
                                                                       -------------  -------------  --------------  -------------
OPERATING ACTIVITIES
<S>                                                                    <C>            <C>            <C>             <C>
   Net Income (Loss)                                                   $     224,749  $      27,955  $      595,975  $      80,320
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Joint Venture                                                               0         (2,030)              0        (10,487)
       Depreciation and Amortization                                               0         39,573               0         76,364
       Unrealized Gain on Marketable Securities                              (47,558)             0        (184,223)             0
       (Increase) Decrease in Receivables                                          0         (9,326)        300,000          3,206
       (Increase) Decrease in Prepaid Expenses                                     0        (49,782)              0        (51,501)
       (Increase) Decrease in Inventory                                            0             24               0          4,360
       Increase (Decrease) in Accounts Payroll & Payroll Tax                       0         30,407               0         53,689
                                                                       -------------  -------------  --------------  -------------

                            NET CASH PROVIDED BY OPERATING ACTIVITIES        177,191         36,821         711,752        155,951

INVESTING ACTIVITIES
   Investment in Montana Land                                                      0        (22,863)              0        (22,863)
   Cost of Securities Sold                                                 1,244,381         73,969       2,612,660        161,378
   Purchase of Securities                                                 (1,312,278)       (52,272)     (2,876,221)      (305,156)
   Joint Venture Distribution                                                      0              0               0         63,073
   Decrease in Deposits                                                            0              0               0            425
   Purchase Property and Equipment                                                 0         (1,428)              0         (1,428)
                                                                       -------------  -------------  --------------  -------------

                                NET CASH USED BY INVESTING ACTIVITIES        (67,897)        (2,594)       (263,561)      (104,571)

FINANCING ACTIVITIES
   Repayment of Loans and Leases                                                   0        (19,276)              0        (32,102)
                                                                       -------------  -------------  --------------  -------------

                                NET CASH USED BY FINANCING ACTIVITIES              0        (19,276)              0        (32,102)
                                                                       -------------  -------------  --------------  -------------

INCREASE IN CASH & CASH EQUIVALENTS                                          109,294         14,951         448,191         19,278

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                       961,305        274,542         622,408        270,215
                                                                       -------------  -------------  --------------  -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $   1,070,559  $     289,453  $    1,070,599  $     289,493
                                                                       =============  =============  ==============  =============
</TABLE>



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<PAGE>



                                  TimeOne, Inc.
                 Consolidated 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 six months ended
     June 30, 1999                                                                                                         595,975
                                                     ------------------  -----------------   -----------------  ------------------

Balances at June 30, 1999                                     8,266,300  $             826   $       1,229,336  $        1,164,123
                                                     ==================  =================   =================  ==================
</TABLE>




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<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 June 30, 1999,  an increase of $47,558 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.



                                        7

<PAGE>



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

NOTE C - RECEIVABLES

Receivables at June 30, 1999 and 1998 consisted of the following:

                                                       June 30,
                                                 1999             1998
                                            -------------    -------------
            Trade accounts receivable       $         389    $      48,465
                                            =============    =============

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 June 30, 1999,  the Company had current  assets of $2,325,991  compared to
$1,967,709 as of December 31, 1998. Cash increased  $448,191 from $622,408 as of
December 31, 1998 to $1,070,599 as of June 30, 1999. The increase is due to sale
of marketable  securities and  collection of  receivables.  Current  liabilities
decreased  $237,693  from  $247,353 as of December 31, 1998 to $9,660 as of June
30, 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 three months ended June 30, 1999 were $300,974.

The  Company had  incurred  costs and  expenses of $76,210 for the three  months
ended  June 30,  1999.  The  majority  of these  expenses  consisted  of  office
expenses, travel, and consulting fees.

The Company  posted a net income of $224,749 for the three months ended June 30,
1999. Net income per share was $.03 for the quarter.

For the six months ended June 30, 1999, the Company had revenues of $704,124.

The Company  incurred  costs and  expenses of $129,509  for the six months ended
June 30, 1999.  The majority of these  expenses  consisted of  consulting  fees,
travel, and office expenses.

The Company  posted a net income of $595,975  for the six months  ended June 30,
1999. Net income per share was $.07 for the six months ended June 30, 1999.

As of June 30, 1999, the Company had cash and  equivalents  of  $1,070,599.  The
current ratio was 240.79 as of June 30, 1999.  Long-term  liabilities were $0 as
of June 30, 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.


                                        9

<PAGE>



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 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: August 12, 1999            By:
                                 Yolanda Oyler
                                 Secretary and Director



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