SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                   FORM 10-KSB
                                   (Mark One)

[X]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

                   For the fiscal year ended December 31, 1997

                                       or

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 ---------

               For the Transition Period from ________ to ________

                        Commission file number 2-70345-NY

                                  TimeOne Inc.
                  (Exact name of registrant as specified in its
                      charter) Former name of registrant -
                               Buffs-N-Puffs, Ltd.

      Nevada                                   88-0182534    
  (State   or   other                     (IRS Employer ID Number) 
jurisdiction of  incorporation
    of organization.)

                   6500 South State Street, Murray, Utah 84107
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (801) 268-9280

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

       State issuer's revenues for its most recent fiscal year $1,465,867

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of the filing.

              2,511,375 shares at $0.125 per share = $313,922 as of

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

                 8,354,900 shares common stock par value $0.0001
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(b) 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.
                                            YES  XX                    NO


                                        1

<PAGE>



                                     PART I


ITEM 1.           BUSINESS

         TimeOne, Inc., formerly known as Buffs-N-Puffs, Ltd. and before that as
Pubcoa,  Inc., (the "Company") was  incorporated  under the laws of the State of
Nevada on November 14, 1980. It has engaged during the past seventeen (17) years
in various business opportunities.

         In 1990, the Company entered the carwash business. On March 22nd, 1990,
the Company's carwash operations started at 6500 South State,  Murray, Utah. The
facilities  have  eight gas pumps and two  tunnels.  The first of these  tunnels
houses  carwash  equipment,  which the Company  believes  is the best  equipment
available in terms of cleaning the vehicles,  reliability,  and  durability.  In
this tunnel the Company offers a full range of services for automotive cleaning,
including the cleaning of the  undercarriage  and tires. The Company  operations
are known as a full service  carwash  because of the many services it offers and
because the customer performs no service.  The carwash  operations is not a self
service nor a single station roll over wash. The second tunnel houses automotive
interior cleaning  equipment,  which the Company has developed.  With its unique
auto  interior  cleaning  equipment  the Company  provides  auto carpet and seat
upholstery cleaning services. The carwash building also has a boutique, which is
also the  waiting  room  for  customers.  Windows  allow  customers  to view the
equipment in operation.  The boutique offers a wide range of convenience  items,
which include automotive products, convenience foods, and greeting cards.

         The Company  presently has  approximately 35 full time and 30 part time
employees.

         The carwash tunnel has the following equipment,  which is listed in the
sequence of the cleaning cycle:

1.       Vacuums
2.       Prep
         - Chemical tire applicator (CTA) applies cleaning chemical to tires.
3.       Tunnel
         - Presoak  Arch - applies  cleaning  chemical  for tough  dirt and road
           grime. 
         - Foamerator - Applies cleansing agent, with optical brightners.
         - Wave-A-Cross - Cleans  car from side to side with  soft  cloths.  
         - Wrap-arounds - Cleans car front to back and side to side with soft
           cloth.
         - Tire Brushes - Cleans tire sidewalls.  
         - Neon Super Sudsers - Applies concentrated  cleaning foam. 
         - Whippersnappers - Cleans car from front to back with soft  cloths.  
         - Undercarriage  Wash - Removes  soil from undercarriage  of car.  
         - Set of 2x2's - Side  wheel  clothes  to clean lower door  panels.  
         - Tri-Color Wax Arch - applies  three  clearcoat waxes. 
         - Wash Module - Whippersnappers and side wheel clothes (2nd set)
           for  polish  wax. 
         - Rust  Inhibitor - High pressure water with rust inhibitor applied to
           undercarriage.
         - Low volume rinse, wax arch - Rinses car  exterior and applies sealer
           wax. 
         - Booster  nozzles  side dryers - Air jets dry sides of car.

                                        2

<PAGE>



         - Infrared perform air dryer - Complete forced air drying system.
4.       Drying Area
         - Wipe and  Windows - Car is hand  dried  completely  and  windows  are
finished off with a glass cleaning solution by hand.
         - At the end of the tunnel is a large four bay drying area, where the 
wash is completed and the customers pick up their cars.
5.       Quality Control
         - Manager inspects washed vehicles to assure that the service meets the
Company's standards.
         - The Company recycles all water used in the carwash and reuses 
approximately 80% of the water.
6.       Services
         The Company  provides a variety of services  ranging  from a basic wash
package to a complete interior detail package.

         During 1997 the Company retrofitted all side wheels with Belanger's new
Waves and  Fins(TM).  The Company  also  installed a Wave  Across(TM),  and Gyro
Wrap(TM)featuring  Waves and  Fins(TM).  Waves  and  Fins(TM)  places  the cloth
horizontally  to more  thoroughly  clean cracks and  crevices of moldings,  door
handles  and wheel  wells.  The  Waves(TM)  are  specifically  shaped to provide
oscillating motion, which produces more cleaning area overlap. The design of the
cloth Fin(TM) provides twice the cleaning capability of the previous design. The
system is also designed to make replacement of cloth much faster,  from hours to
minutes. The Company also installed a new dryer, to more completely dry vehicles
on line, and a RO (Reverse  Osmosis)  system to provide a spot free final rinse.
Reverse  Osmosis breaks water down to its basic chemical  components and removes
virtually all impurities, before it is sprayed onto vehicles.

Carpet Express

         Carpet  Express is a unique system that the Company  developed to clean
automotive interiors, both carpeting and upholstery.  The Carpet Express process
uses a  combination  of hot water,  chemicals,  and  suction to wash,  clean and
shampoo  automotive  carpets  and  upholstery.  After the  cleaning  process the
interior is damp and dries within  several hours.  Management  believes that the
Carpet Express process offers the best available  means, on a commercial  scale,
to clean  automotive  carpet and  upholstery.  Carpet  Express  offers to a full
service carwash  additional  services to market to customers thereby  increasing
sales dollars per vehicle.

         The carwash has used the Carpet Express system and process for cleaning
automotive  interior  carpeting and upholstery since the carwash facilities were
opened in March of 1990.  The Company's  experience  during fiscal 1997 was that
approximately 5% of the carwash  customers  purchased the Carpet Express service
and these services accounted for approximately 11% of revenues.

         The equipment used in the carpet and upholstery system is unique to the
Company and, in management's  opinion, is superior to any equipment available to
clean automotive interiors on a commercial scale in the carwash environment.



                                        3

<PAGE>



Facility

         The facility consists of two buildings. The larger of the two buildings
houses  the  boutique,   carwash   tunnel  and  offices.   Its   dimensions  are
approximately  192 feet by 65 feet.  The office space on the second floor of the
building is comprised of  approximately  4000 square feet.  There is a reception
area, day room facilities,  storage rooms, and six offices.  The second building
houses Carpet Express  operations and is approximately  3500 square feet. Inside
it are a drive through tunnel, two offices, and an equipment room.

         The property on which the two buildings sit is approximately 3.5 acres.
The facilities are visible from the major beltway in Salt Lake County and from a
major  thoroughfare,  which passes by the front of the  property.  The daily car
count for the major  thoroughfare at the front of the property is  approximately
37,000 cars per twenty-four hour period.

         The Company's  carwash targets the upper-middle  class market.  Most of
the cars washed are late model, more expensive  vehicles.  The customer ratio is
approximately  50-50 male and female.  The Company believes that a high ratio of
its customers  are women  because of the  aesthetic  appeal of the buildings and
grounds.  At carwash  conventions  the  Company's  carwash  has been shown as an
example of the work product of some of the  participants in the  construction of
the carwash facilities.

The  facility  also  maintains a stand  alone two bay  oil/lube  facility.  This
project is a joint venture  between  TimeOne and Lubeco (Q lube).  The companies
each own 50% of the joint venture and share in profits and losses  equally.  The
Company  contributed use of the land and Q Lube  contributed use of the building
to the joint venture.  Each company contributed $50,000 in working capital.  The
facility was profitable during 1997.

Competition

         In the Greater Salt Lake area there are  approximately  160  carwashes,
known as  rollovers,  located at gas  stations.  A rollover is a system of three
rotating brushes that simultaneously wash the top and sides of the vehicle.  The
major gas companies offer free carwashes with gas purchases.

         In the area are ten other full service washes,  which compete  directly
with the  Company.  It is believed the Company has a better  location,  superior
equipment, more aesthetic facilities, and better services to offer its customers
than the  competition.  The Company has no meaningful data as to the size of the
carwash market or the Company's share in that market.

         In addition,  competition comes from coin operated self service washes.
In the area there are approximately  thirty-four coin operated  carwashes.  Also
locally there are two mechanical touchless rollover operations. The vehicles are
cleaned chemically without brushes.

         Management  believes  its  operations  have matured as its facility and
services  have become better known and more  recognized by the motoring  public.
The overall market for the Company's services is imprecise.  Management believes
that the single  biggest  determinant  of sales  volume is the  weather.  If the
weather is stormy or  overcast,  business  declines.  With good  weather,  sales
increase dramatically.

                                        4

<PAGE>



Inflation and Foreign Exchange.

         Management  believes that inflation and foreign  exchange rates have no
effect on its operations or profits.

ITEM 2.           PROPERTIES

         On March 25,1995,  the Company  purchased the building and the land the
carwash is located on from Daniel F. Pentelute, the majority stock holder of the
Company, for $2,075,000.  The purchase was financed through Bank One of Utah and
consists  of the  following:  A one year  renewable  line of credit of  $150,000
dollars at 8.25%, and a $1,800,000 note with a twenty year amortization and five
year call at 8.26%. In addition,  the Company issued  2,000,000 shares of common
stock to Mr.  Pentelute at a price of 1/8. The Company repaid the line of credit
during the second quarter of 1997.

         On June 21, 1993,  the Company  purchased  approximately  1.67 acres of
land located at approximately  3750 West 4700 South, West Valley City, Utah. The
property was purchased for the specific purpose of building a second carwash for
the Company. This particular piece of property was purchased because of the high
traffic counts  surrounding  it and its location in an area,  which is not being
served by any other full service  carwash.  During 1996,  the Company  abandoned
plans to build a second  carwash on this site.  The property was sold in 1997, a
balance of $30,000 is still owed on the sale. It is anticipated the balance will
be paid in full during the 2nd quarter of 1998.

         During September,  1994, Daniel Pentelute,  the majority stockholder of
the Company, purchased 21 acres of land in Montana. Three days later the Company
purchased a one half interest in this land from Mr.  Pentelute at his cost.  The
other  one half  interest  is owned  by  Desert  Land  Enterprises,  whose  sole
shareholder is Daniel  Pentelute.  The cost of the one half interest was $52,590
of which the  Company  still  owed  $11,081 as of  December  31,  1997.  Monthly
payments  on the land are  $1,162  and the loan is  secured  by the land.  It is
anticipated  by the Company  that it will be able to sell the land in the future
at a substantial profit.

ITEM 3.           LEGAL PROCEEDINGS

         The Company is not currently involved in any litigation.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the year ended 1997,  no matters  were  submitted by the Company
for a vote to its security holders.

ITEM 5.           OTHER INFORMATION

         On January  1998,  the  Company  agreed to lease two vacant  offices to
Wireless  Systems,  a cellular  phone company.  In March,  the Company leased an
additional  office to Wireless  Systems.  The three offices are being leased for
$1250.00 per month. The lease is in effect for a minimum of six months.


                                        5

<PAGE>



                                     PART II

ITEM 6.           MARKET FOR THE REGISTRANT'S COMMON STOCK & RELATED
                  SHAREHOLDERS MATTERS.

         The  Company's  common stock is traded on the OTC Bulletin  Board under
the symbol TYME. The  information  below,  since the end of the first quarter of
1992,  was provided by Alpine  Securities  of Salt Lake City,  Utah and does not
necessarily  represent prices of actual sales of the Company's common stock, nor
does it take into account any brokerage discounts,  commissions, or fees. At the
close  of  business  on  March  7,  1998  the  Company  had   approximately  645
stockholders of record.  During 1997 a majority of the outstanding  shares voted
to change the company  name from  Buffs-N-Puffs,  Ltd.,  to TimeOne,  Inc.  This
change took effect July 24, 1997.

  QUARTER           HIGH BID       HIGH ASK        LOW BID      LOW ASK
First 1997            1/64          5/64             1/8           1/16
Second 1997           1/64          5/64            1/64           5/64
Third 1997*             0           0                 0              0
Fourth 1997*            0           0                 0              0

First 1996             1/8          1/2              1/8            1/2
Second 1996            1/8          1/2              1/8            1/2
Third 1996             1/8          1/2              1/8            1/2
Fourth 1966            1/8          1/2              1/8            1/2

First  1995            3/4          1/2             1/64            1/8
Second 1995            1/2          1/2             1/64           1/64
Third  1995            1/2          3/8             1/64           1/64
Fourth 1995            3/8          3/8              1/8            1/8

First  1994            1/8          3/8              1/8            3/8
Second 1994            1/8          3/8             1/8             3/8
Third  1994            1/8          3/8              1/8            3/8
Fourth 1994           1/8           3/8             1/8             3/8

* The  Company  did not have two  market  makers  during  the third  and  fourth
quarters, therefore no official data is available.

No dividends have been paid nor are any anticipated in the foreseeable future.


                                        6

<PAGE>



ITEM 7.           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                       1997              1996              1995               1994                 1993
                       ----              ----              ----               ----                 ----
Total
<S>              <C>               <C>               <C>               <C>                  <C>               
  Revenues       $     1,465,867   $     1,510,079   $     1,544,118   $        1,633,892   $        1,444,466
Net
  Operating
  Revenues               143,034           142,531           195,957              117,704               83,748

Net Income
  from
  continuing
  operations             143,034           142,531           195,957              117,704               83,748

Net Income                64,209           107,831           133,857              109,604              281,648(1)

Total
  Assets               3,303,676         3,575,179         1,448,539            1,503,992            1,472,827

Total
  Stock-
  holders'
  Equity               1,523,619         1,459,410         1,193,768            1,108,863              950,307

Long Term
  Debt                 1,697,610         1,857,178           136,612              203,551              285,149
</TABLE>

NOTES

(1) In February,  1992 the Financial  Accounting  Standards  Board adopted a new
standard  which  requires  that deferred tax balances be adjusted to reflect the
tax rates in effect  when  those  amounts  are  expected  to become  payable  or
refundable. This statement was required to be applied in the company's financial
statements for the year 1993.

         The  company  was given the  choice of either  restating  prior  period
financial statements or recognizing the cumulative effect of the change in 1993.
The company chose to recognize the cumulative  effect of the change during 1993.
Had the  company  chose to make the  adjustments  in 1991 and 1992  rather  than
totally in 1993,  the net income of the company  would have been $87,648 in 1993
rather than $241,648, earnings per share would have been $.01, rather than $.05.

ITEM 8.           MANAGEMENTS DISCUSSION AND ANALYSIS

         On March 22, 1990, the Company  commenced its carwash operation at 6500
South  State  Street,  Salt Lake City,  Utah.  Previously,  the  Company had not
engaged in any  meaningful  business  operations and the Company had no revenues
generated from business operations.


                                        7

<PAGE>



                                  1997 to 1996

                  As of  December  31,1997  the  Company  had  cash of  $270,215
compared  to cash of $225,496  as of  December  31,1996,  an increase of $44,719
(20%).  The increase is attributable to the sale of the West Valley property and
income from the Q lube joint venture.

         Current  assets as of  December  31,  1997 were  $790,570  compared  to
$654,363 as of December 31, 1996 an increase of $136,207 (21%).  The increase is
due to higher  receivables,  inventory and the market value of securities  held.
Property,  plant, and equipment were $2,354,266 as of December 31, 1997 compared
to  $2,729,406  as of December  31,  1996,  a decrease of  $375,140  (14%).  The
decrease is due to normal depreciation and sale of land.

         Current  Liabilities  as of December 31, 1997 were $82,447  compared to
$258,591  as of  December  31,1996,  a decrease  of  $176,144  (68%).  Long term
liabilities  decreased from  $1,857,178 as of December 31, 1996 to $1,697,610 as
of December 31, 1997. The decrease is due to reduction of debt  associated  with
the West Valley property and the existing Bank One loans.  Total  liabilities as
of December 31, 1997 were  $1,780,057  compared to $2,115,769 as of December 31,
1996.

         Stockholders'  Equity as of December 31, 1997 was $ 1,523,619  compared
to $1,459,410 as of December 31,1996, an increase of $64,209 (4%). This increase
is due to profits from Q Lube and sale of the West Valley property.

         Total  revenues for the year ended  December  31, 1997 were  $1,465,687
compared to total revenues of $1,510,079 as of December 31, 1996. Total revenues
decreased  $44,392 (3%).  The decrease is due to lower sales across the range of
services offered by the Company.  Weather still has the most significant  effect
on revenue. In addition,  during 1997 a major reconstruction project on I-15 has
forced more traffic and resulting traffic jams on the surface street in front of
the  carwash.  As a  result,  it is much  more  difficult  to enter and exit the
carwash property during operating hours.

         Total  costs and  expenses  for the year ended  December  31, 1997 were
$1,566,411  compared to $1,496,360 for the year ended  December 31, 1996.  Total
costs and expenses  increased  $70,051  (5%).  Expenses were up across the board
with exception of travel, auto, advertising categories.  Labor costs continue to
rise in the Salt Lake area as the unemployment  rate is around 3%. There are few
employees  available  and the  job  skills  of  those  that  are  available  are
significantly  lower than in  previous  years.  The  Company's  installation  of
equipment  upgrades  has not had the desired  effect of  significantly  reducing
labor costs.  In addition the equipment is using more power than was  forecasted
by the  manufacturer.  Management  believes that 1998 will be another  difficult
year with respect to rising wages and employee availability.  Net income (before
income tax benefit) for the year ending December 31, 1997 was $143,034  compared
to $142,531 as of December  31,  1996,  an increase of $503.  The net income per
share of the Company's common stock for 1997 was .01 compared to a net income of
 .01 per share in 1996.  The current ratio of the Company as of December 31, 1997
was 9.58 compared to 2.53 as of December 31,1996.

         The carwash has  reached a level of  maturity  in which  volume  should
remain in the  95,000  -100,000+  range of cars per year.  The  Company  was not
successful in reducing expense in 1997,

                                        8

<PAGE>



1998 will see a  redoubling  of efforts to reduce  expenses.  As of December 31,
1997 the  Company  has  started  an  in-house  discount  program in an effort to
increase carwash volume.  The program reduces package wash prices by $2.00, this
program has been well received and will continue into 1998. The program has also
increased per car revenues, as more customers are purchasing extra services. The
Board of Directors  is currently  exploring  several  opportunities  to increase
shareholder value.

                                  1996 to 1995

         As of December  31,1996  the  Company had cash of $225,496  compared to
cash of $177,086  as of December  31,1995,  an  increase of $48,418  (27%).  The
increase is attributable to profits from stock sales.

         Current  assets as of  December  31,  1996 were  $654,363  compared  to
$462,012 as of December 31, 1995 an increase of $192,351 (42%). Property, plant,
and equipment were $2,729,406 as of December 31, 1996 compared to $751,815 as of
December 31, 1995. The increase of $1,977,59,  or 263%, is  attributable  to the
purchase of the buildings and the land the carwash is located on.

         Current  Liabilities as of December 31, 1996 were $258,591  compared to
$118,159 as of December  31,1995,  an  increase  of $140,432  (118%).  Long term
liabilities  increased from $136,612 as of December 31, 1995 to $1,857,178 as of
December 31, 1996,  an increase of $1,720,566  (1,259%).  The increase is due to
loans for the  purchase  of the  carwash  facilities.  Total  liabilities  as of
December 31, 1996 were $2,115,768 compared to $254,771 as of December 31, 1995.

         Stockholders' Equity as of December 31, 1996 was $1,459,410 compared to
$1,193,768 as of December 31,1995,  an increase of $265,642 (22%). This increase
is attributable to operating profits and purchase of common stock by present and
former offices of the Company.

         Total  revenues for the year ended  December  31, 1996 were  $1,510,079
compared to total revenues of $1,554,118 as of December 31, 1995. Total revenues
decreased $44,039 (-2.8%). This decrease is attributable to lower express detail
service sales and slightly lower carwash volume.

         Total  costs and  expenses  for the year ended  December  31, 1996 were
$1,496,360  compared to $1,390,363 for the year ended  December 31, 1995.  Total
costs and expenses increased $105,997,  or approximately 7.6%. Interest expenses
were substantially  higher due to loans for the purchase of the carwash building
and land.  Salary Expenses  continue to rise due to the increase in minimum wage
and the extremely light labor market in Salt Lake,(around 3% unemployment). With
another raise in the minimum wage in 1997, and Utah's rapidly expanding economy,
management  expects  wages to continue to rise.  Net income  (before  income tax
benefit) for the year ending December 31, 1996 was $142,531 compared to $195,957
as of December  31, 1995, a decrease of $53,426 or 27%. The net income per share
of the  Company's  common stock for 1996 was .01 compared to a net income of .02
per share in 1995.  The current ratio of the Company as of December 31, 1996 was
2.53 compared to 3.91 as of December 31,1995.


                                        9

<PAGE>



         Management  believes  the carwash has reached a level of  maturity,  in
which volume will be fairly  stable at 100,000+ cars per year.  Management  also
believes it will be difficult to increase per car revenues above current levels,
therefore the expenses of the operation must be reduced. As of December 31, 1996
the  Company  had on order  additional  drying  equipment,  to  further  dry the
vehicles on line, thereby reducing labor costs. In addition, the whip across and
wrap  arounds  were  being  replaced  with  updated  designs  which  clean  more
effectively.  It is anticipated  that a spot free rinse system will be installed
during the first half of 1997.  Spot free  rinse will  further  reduce the labor
costs by making the drying  equipment more  effective.  Management is discussing
raising prices to further offset labor costs.

                                  1995 to 1994

         As of December  31,  1995 the Company had cash of $177,086  compared to
cash of $183,741 as of  December  31,  1994,  a decrease of $6,655  (3.6%).  The
decrease is attributable to the Company's decreased revenue.

         Current  assets as of  December  31,  1995 were  $462,012  compared  to
$382,718,  an increase of $79,294 (20.7%).  Property,  plant, and equipment were
$751,815 as of December 31, 1995 compared to $834,024 as of December 31, 1994, a
decrease  of $82,209  (9.8%).  The  decrease  is mainly  attributable  to normal
depreciation expense.

         Current  liabilities as of December 31, 1995 were $118,159  compared to
$170,205 as of December 31, 1994,  or a decrease of $52,046  (30.6%).  Long term
liabilities  decreased  from  $203,551 as of December 31, 1994 to $136,612 as of
December  31 ,1995,  a decrease  of $66,939  (32.9%).  Total  liabilities  as of
December 31, 1995 were $254,771  compared to $373,756 as of December 31, 1994, a
decrease of $118,985 (31.8%).  Total liabilities decreased due to lower accounts
payable and continuing reduction of debt.

         Stockholders' Equity as of December 31, 1995 was $1,193,768 compared to
$1,059,911  as of December  31,  1994,  an increase  of $133,857  (12.6%).  This
increase is primarily attributable to profits from operations, and the dismissal
of the Murray City lawsuit.

         Total  revenues for the year ended  December  31, 1995 were  $1,554,118
compared to total  revenues for the year ended  December 31, 1994 of $1,633,892.
Total  revenues  decreased by $79,774,  or an  approximate  4.9%  decrease  when
compared  to the  previous  year.  The primary  reason for this  decrease is the
decrease  in the number of cars being  serviced  at the  carwash  due to weather
conditions, and lower Carpet Express equipment sales. The drop in carwash volume
was partially  offset by a price increase in carwash  services.  Total costs and
expenses for the year ended December 31, 1995 were $1,390,363  compared to costs
and expenses of $1,540,497 for the year ended December 31, 1994. Total costs and
expenses decreased by $150,134 or an approximate  decrease of 9.8% when compared
to the previous  year. The primary reason for the decrease in costs and expenses
was the decrease in labor due to equipment  upgrades and changing chemicals used
in the carwash process.  The net income (before income tax benefit) for the year
ended  December 31, 1995 was $195,957  compared to net income for the year ended
December 31, 1994 of $117,704,  or an increase of $78,253,  an approximate 66.5%
increase.  The net income per share of the  Company's  common stock for 1995 was
$.02 per share  compared  to a net income of .02 per share in 1994.  The current
ratio of the Company as of December 31, 1995 was

                                       10

<PAGE>



3.91  compared to the current  ratio as of  December  31, 1994 of 2.24.  This is
primarily the result of the profitability of the Company for the 1995 year.

         Management  intends to increase  revenues and volume by  continuing  to
offer  the  highest  quality  service  in the  carwash  business.  Further  cost
reduction is  anticipated  due to continuing  updating of carwash  equipment and
chemical  applications.  A price increase instituted in March of 1995 appears to
have had little effect on carwash volumes, while increasing profitability. It is
anticipated that  profitability will increase further with the price increase in
effect for the full year.

                                  1994 to 1993

         As of December 31, 1994,  the Company had cash of $183,718  compared to
cash of $130,377 as of December 31, 1993, an increase of $53,364  (40.9%).  This
increase in cash was primarily the result of the Company's increased revenue.

         Current  assets as of  December  31,  1994 were  $382,718  compared  to
$312,458, an increase of $70,260 (22.5%), again primarily due to the increase in
the  Company's  revenues  and net income.  Property,  plant and  equipment  were
$834,024 as of December 31, 1994 compared to $921,427 as of December 31, 1993 or
a decrease of $87,403 (9.5%). This decrease is primarily  attributable to normal
depreciation expense.

         Current  liabilities as of December 31, 1994 were $170,205  compared to
$167,046 as of December  31,  1993 or an  increase of $3,159  (1.9%).  Long-term
liabilities  also decreased from $285,149 as of December 31, 1993 to $203,551 as
of December 31, 1994.  Total  liabilities  as of December 31, 1994 were $373,756
compared to $452,195  as of December  31, 1993 or an decrease of  $78,439(17.3%)
The decrease in long-term  liabilities were primarily caused by the reduction of
long term debt.

         Stockholders' equity as of December 31, 1994 was $1,059,911 compared to
$950,307  as of  December  31,  1993  or  an  increase  of  $109,604,  which  is
approximately 11.5%. This increase is attributable to profits from operations.

         Total  revenues for the year ended  December  31, 1994 were  $1,633,892
compared to total  revenues of $1,444,466  for the year ended December 31, 1993.
Total revenues  increased by $189,426 or an approximate  thirteen  percent (13%)
increase  when  compared to the year  earlier.  Total costs and expenses for the
year ended December 31, 1994 were $1,540,497 compared to $1,379,336 for the year
ended December 31, 1993 or an increase of $161,161  (approximately  11.7%).  The
increase in revenues  primarily resulted from the increase in the number of cars
that were  serviced by the Company.  This results  from the  Company's  maturing
process,  the public becoming more acquainted with the Company and its location,
and  favorable  weather  factors.  The increase in costs and expenses  primarily
results from the Company's increase in revenues which requires additional labor,
additional percentage rent, and related expenses.  The net income (before income
tax  benefit) for 1994 was  $117,704  versus  $83,748 for the year of 1993 or an
increase of $33,956 (approximately 40.5% increase).  The net income per share of
the common stock for 1994 was $.02 per share,  including  the income tax benefit
described above,  versus a net income in 1993 of $.05 per share. As discussed in
Note D, in the financial  statements  attached  hereto,  in February,  1992, the
Financial  Accounting  Standards Board adopted a new standard numbered 109 which
required  that all  deferred tax balances be adjusted to reflect the tax base in
effect when those

                                       11

<PAGE>



amounts  are  expected  to become  payable or  refundable.  This  statement  was
required to be applied in the Company's  financial  statements  for the calendar
year  commencing  January  1,  1993  and the  Company  chose  to  recognize  the
cumulative  effects  of the  change  during  the year of 1993.  Because  of this
reason,  an adjustment was made to the 1993 income thereby  increasing it in the
amount of $197,900 and thereby  increasing the 1993 net income to $281,648.  Had
said  benefit  been  recognized  in 1991,  1992 and 1993 the net income for 1993
would have been $.01 per share rather than $.05 per share. This is primarily the
result in the increased  revenues of the Company and the  aforementioned  income
tax benefit.  The current  ratio of the Company as of December 31, 1994 was 2.24
versus the current  ratio as of December  31, 1993 of 1.87.  This is primarily a
result of the profitability of the Company for the 1994 year.

LIQUIDITY AND CAPITAL RESOURCES.

Operations.

         As of December 31, 1997, the Company's working capital was $708,123 and
included  cash and cash  equivalents  of $270,215 as compared  with  $395,772 in
working capital and $225,496 in cash and cash  equivalents at December 31, 1996.
During the three years ended  December 31, 1997,  the cash provided by operating
activities  more than offset the amount of cash used in the Company's  operating
activities. The net cash provided by operating activities in these three periods
were $139,138 in 1997,  $297,540 in 1996, and $244,338 in 1995. The Company does
not  anticipate  any  significant  change  from the  positive  cash  provided by
operating activities during 1998.

Investing Activities.

Net cash provided by investing  activities was $220,655 for 1997 compared to net
cash used for investing  activities  of $187,070 in 1996,  and $141,632 in 1995.
The  primary  source of cash  provided  were due to the sale of the West  Valley
property, and the Q Lube joint venture income.

Financing Activities.

         The cash used by the  Company's  financing  activities  was $109,361 in
1995,  $62,060  in 1996  and  $315,074  in  1997.  The  primary  use of cash for
financing activities has been the reduction in the Company's long term debt.

ITEM 9.           FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

         (On following pages)


                                       12

<PAGE>



                                 C O N T E N T S


(a) 1. Financial Statements

The following Financial Statements of TimeOne, Inc.
are included in PART II, ITEM 9:
                                                                       Page
INDEPENDENT AUDITOR'S REPORT............................................14

FINANCIAL STATEMENTS:

BALANCE SHEETS -
December 31, 1997 and 1996 .............................................15

STATEMENTS OF OPERATIONS -
years ended December 31, 1997, 1996, and 1995 ..........................16

STATEMENTS OF STOCKHOLDERS' EQUITY -
years ended  December 31, 1997, 1996, and 1995 .........................17

STATEMENTS OF CASH FLOWS -
years ended  December 31, 1997, 1996, and 1995 .........................18

NOTES TO THE FINANCIAL STATEMENTS ......................................19

(a) 2. Financial Statement Schedules

The following financial statement schedules of TimeOne,Inc.
 are included in PART IV, ITEM 15(d) (3):

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 ON SUPPLEMENTARY FINANCIAL INFORMATION ................................27

SCHEDULE I - MARKETABLE SECURITIES .....................................28

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT .............................29

SCHEDULE VI - ACCUMULATED DEPRECIATION AND
 AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT .........................30


All  other  schedules  are  omitted  because  they  are not  applicable,  or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.


                                       13

<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                   10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                         SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS             TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                           FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS             E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders
TimeOne, Inc.
Salt Lake City, Utah

We have  audited the  accompanying  balance  sheets of TimeOne,  Inc.  (formerly
Buffs-N-Puffs,  Ltd.)  as of  December  31,  1997  and  1996,  and  the  related
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of TimeOne,  Inc. at December 31,
1997 and 1996,  and the  results  of its  operations  and its cash flows for the
years ended  December 31, 1997,  1996,  and 1995, in conformity  with  generally
accepted accounting principles.



                                                /s/  Smith & Company
                                               CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
April 3, 1998

                                       14

<PAGE>



                                  TIMEONE, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                      1997                  1996
                                                                                -----------------    ------------------
               ASSETS
CURRENT ASSETS:
<S>                                                                             <C>                  <C>               
              Cash                                                              $         270,215    $          225,496
              Accounts receivable - trade                                                  51,671                15,722
              Marketable securities, at market value (Note A
               and Schedule I)                                                            391,959               343,232
              Inventory (Note A)                                                           26,300                18,834
              Prepaid expenses and supplies                                                50,425                51,079
                                                                                -----------------    ------------------
                                                       TOTAL CURRENT ASSETS               790,570               654,363

PROPERTY, PLANT AND EQUIPMENT (at cost) (Note A and Schedules V and VI):
              Building                                                                  1,494,000             1,494,000
              Building improvements                                                       202,691               198,187
              Furniture, fixtures and equipment                                           943,108               877,402
              Land                                                                        581,000               891,185
                                                                                -----------------    ------------------
                                                                                        3,220,799             3,460,774
              Less accumulated depreciation                                               866,533               731,368
                                                                                -----------------    ------------------
                                                                                        2,354,266             2,729,406
OTHER ASSETS
              Joint Venture                                                                74,227                     0
              Start-up costs (Note D)                                                      12,522                43,987
              Deposit                                                                       2,501                 1,433
              Montana Land (Note F)                                                        52,590                52,590
              Deferred tax asset (Note C)                                                  17,000                93,400
                                                                                -----------------    ------------------
                                                                                          158,840               191,410
                                                                                -----------------    ------------------

                                                                                $       3,303,676    $        3,575,179
                                                                                =================    ==================

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
              Accounts payable and payroll and sales taxes                      $          34,154    $           54,792
              Loans payable (Note B)                                                       48,130               203,636
              Loans payable - related parties (Note B)                                        163                   163
                                                                                -----------------    ------------------
                                                  TOTAL CURRENT LIABILITIES                82,447               258,591

LONG-TERM LIABILITIES:
              Loans payable (Note B)                                                    1,697,610             1,857,178
                                                                                -----------------    ------------------
                                                          TOTAL LIABILITIES             1,780,057             2,115,769

STOCKHOLDERS' EQUITY:
              Capital stock, common, authorized 100,000,000
               shares of $0.0001 par value; issued and outstanding
               8,354,900 shares                                                               835                   846
              Additional paid-in capital                                                1,229,327             1,278,268
              Retained earnings                                                           293,457               229,248
                                                                                -----------------    ------------------
                                                                                        1,523,619             1,508,362
              Less Treasury stock - at cost (109,000 shares)                                    0               (48,952)
                                                                                -----------------    ------------------
                                                 TOTAL STOCKHOLDERS' EQUITY             1,523,619             1,459,410
                                                                                -----------------    ------------------

                                                                                $       3,303,676    $        3,575,179
                                                                                =================    ==================
</TABLE>



See notes to the financial statements.


                                       15

<PAGE>



                                  TIMEONE, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                  1997                 1996                 1995
                                                            -----------------    -----------------   ------------------
REVENUES:
<S>                                                         <C>                  <C>                 <C>               
              Carwash                                       $       1,446,401    $       1,470,372   $        1,514,958
              Boutique sales - net                                     27,743               32,565               30,005
              Fuel sales - net                                         14,013               16,907               18,687
              Carpet express equipment sales - net                         16                  601                1,205
              Discounts                                               (22,306)             (10,366)             (10,737)
                                                            -----------------    -----------------   ------------------
                                          TOTAL REVENUES            1,465,867            1,510,079            1,554,118

COSTS AND EXPENSES:
              Salaries, labor and commissions                         692,071              679,071              648,770
              Taxes and benefits                                      116,530              111,455              113,251
              Interest and credit card fees                           196,075              193,049               76,661
              Travel, auto, promotional and
               advertising                                             24,980               28,457               39,293
              Office, telephone, printing and
               supplies                                               200,617              186,170              184,933
              Utilities, building maintenance,
               rent and insurance                                     150,904              141,964              177,714
              Depreciation and amortization                           146,494              133,508              105,420
              Professional fees and other                              38,740               22,686               44,321
                                                            -----------------    -----------------   ------------------
                                TOTAL COSTS AND EXPENSES            1,566,411            1,496,360            1,390,363
                                                            -----------------    -----------------   ------------------

NET INCOME BEFORE OTHER                                              (100,544)              13,719              163,755

OTHER INCOME (EXPENSE)
              Joint Venture income                                     24,227                    0                    0
              Contract services and miscellaneous                      11,679                4,112                2,260
              Interest and dividends                                   17,933                7,436                7,218
              Loss on equipment sales                                  (8,966)              (2,277)              (4,978)
              Gain on sale of property                                213,315                    0                    0
              Gain (loss) on sale of securities (cost
               determined by specific identification)                 (83,915)             151,090               17,495
              Adjustment of securities to market                       69,305              (31,549)              10,207
                                                            -----------------    ------------------  ------------------
                                                                      243,578              128,812               32,202
                                                            -----------------    -----------------   ------------------
                                              NET INCOME
                                            BEFORE TAXES              143,034              142,531              195,957

INCOME TAXES (BENEFIT)
              (Notes A & C)                                            78,825               34,700               62,100
                                                            -----------------    -----------------   ------------------

                                              NET INCOME    $          64,209    $         107,831   $          133,857
                                                            =================    =================   ==================

NET INCOME PER SHARE OF
              COMMON STOCK (based on
              weighted average number
              of shares outstanding)                        $             .01    $             .01   $              .02
                                                            =================    =================   ==================
Weighted average number of common
              shares used to compute net income
              per weighted average share                            8,354,900            7,811,609            6,113,900
                                                            =================    =================   ==================
</TABLE>

See notes to the financial statements.


                                       16

<PAGE>



                                  TIMEONE, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                      Additional            Retained
                                                     Common Stock                      Paid-in             Earnings
                                              Shares               Amount              Capital             (Deficit)
                                        -----------------     ----------------    -----------------   ------------------

<S>                                     <C>                   <C>                 <C>                  <C>               
Balances 12/31/94                               6,113,900     $            611    $       1,120,692    $         (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
Treasury stock cancelled                         (109,000)                 (11)             (48,941)
Net income for
        year ended 12/31/97                                                                                       64,209
                                        -----------------     ----------------    -----------------   ------------------

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


See notes to the financial statements.


                                       17

<PAGE>



                                  TIMEONE, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                         1997              1996              1995
                                                                   ---------------    --------------    ---------------
OPERATING ACTIVITIES
<S>                                                                <C>                <C>               <C>            
     Net income                                                    $        64,209    $      107,831    $       133,857
     Adjustments to reconcile net income to net cash provided
        by operating activities:
           Depreciation and amortization                                   146,494           133,508            105,420
           Book value of assets sold                                         8,966             2,277              8,977
           Decrease in deferred tax asset                                   76,400            34,600             62,000
           Adjust securities to lower of cost or market                    (69,305)           31,549            (10,207)
           Unrealized gain on Joint Venture                                (24,227)                0                  0
     Changes in operating assets and liabilities:
           (Increase) decrease in receivables                              (35,949)              519              9,927
           (Increase) decrease in prepaid expense, supplies
               and deposits                                                    654           (26,304)            11,339
           (Increase) decrease in inventory                                 (7,466)            7,691              2,974
           (Increase) decrease in contingent  liability                          0                 0            (70,325)
           Increase (decrease) in accounts payable and
               payroll taxes payable                                       (20,638)            5,869             (9,624)
                                                                   ---------------    --------------    ---------------
                                             NET CASH PROVIDED BY
                                             OPERATING ACTIVITIES          139,138           297,540            244,338

INVESTING ACTIVITIES
     Investment in Joint Venture                                           (50,000)                0                  0
     Cost of securities sold                                               184,062           208,527             86,367
     Purchase of securities                                               (163,484)         (362,991)          (185,975)
     Cost of land sold                                                     310,185                 0                  0
     (Increase) decrease in start-up costs                                  25,900                 0            (15,900)
     Purchase of property and equipment                                    (84,940)          (32,606)           (26,124)
     Increase in deposits                                                   (1,068)                0                  0
                                                                   ---------------    --------------    ---------------
                                                  NET CASH (USED)
                                          BY INVESTING ACTIVITIES          220,655          (187,070)          (141,632)

FINANCING ACTIVITIES
     Sale of stock                                                               0            32,811                  0
     Repayment of loans and leases                                        (315,074)          (94,871)          (109,361)
                                                                   ---------------    --------------    ---------------
                                           NET CASH (REQUIRED) BY
                                             FINANCING ACTIVITIES         (315,074)          (62,060)          (109,361)
                                                                   ---------------    --------------    ---------------

INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                                   44,719            48,410             (6,655)
Cash and cash equivalents at beginning of year                             225,496           177,086            183,741
                                                                   ---------------    --------------    ---------------

                                        CASH AND CASH EQUIVALENTS
                                                   AT END OF YEAR  $       270,215    $      225,496    $       177,086
                                                                   ===============    ==============    ===============
SUPPLEMENTAL INFORMATION
     Taxes paid                                                    $         2,425    $          100    $           100
     Interest paid                                                         196,075           193,049             76,661
</TABLE>

SUPPLEMENTAL INVESTING AND FINANCIAL ACTIVITIES:
During  1996,  the  Company  issued  2,000,000  shares  of  stock  and  borrowed
$1,950,000 to purchase land and buildings valued at $2,075,000.

See notes to the financial statements.


                                       18

<PAGE>

                                  TIMEONE, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997


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 and warehouse  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  Statement of Financial  Accounting  Standards 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 ($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 in 1998 through 2001. The Company also has a Federal net operating loss
carryover of $92,031 which, if not used, will expire December 31, 2006.

Inventory:
Inventory  consists of items for sale and use in the  operations of the carwash.
Inventory is recorded at the 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 - LOANS PAYABLE

During  1990,  the former  President  of the Company and her husband  personally
borrowed $518,000 from three financial  institutions,  using their residence and
other personal assets as collateral.  $277,828  (including loan costs of $7,270)
of the money was used for the Company.  The Company has treated the  obligations
as being due to the  individuals  and is making the monthly loan payments to the
three institutions.  In early 1994, one obligation was paid in full, leaving two
loans.  Interest rates range from 8.75% to 11.25%. The following is a summary of
debt at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                 Interest                   1997                                1996
                                              --------------------------------    --------------------------------
                                  Rate %          Current          Long-term          Current         Long-term
                               ------------   ---------------  ---------------    --------------   ---------------
<S>                            <C>            <C>              <C>                <C>              <C>            
Bank Mortgage (2)                     8.38    $        42,140  $     1,692,519    $       40,879   $     1,732,579
G. Phillip Condie                     7.50                  0                0                 0           120,000
Bank line of credit                   6.00                  0                0           150,000                 0
Escrow Services (1)                   9.50              5,990            5,091            12,757             4,599
Dan Pentelute                   8.75-11.25                163                0               163                 0
                                              ---------------  ---------------    --------------   ---------------

                                              $        48,293  $     1,697,610    $      203,799   $     1,857,178
                                              ===============  ===============    ==============   ===============
</TABLE>


(1) Monthly payments are $1,155.  The loan is secured by land with a cost of 
    $52,590.
(2) Monthly  payments are $15,487 and the balance is due 3/25/2001.  The loan is
    secured by land and buildings with a cost of $2,075,000.


                                       19

<PAGE>


                                  TIMEONE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1997


NOTE B - LOANS PAYABLE (continued)

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

       12/31/1998                               $       48,293
       12/31/1999                                       51,507
       12/31/2000                                       49,815
       12/31/2001                                    1,596,288
                                                --------------

                                                $    1,745,903

NOTE C - DEFERRED TAX ASSET

In February, 1992, the Financial Accounting Standards Board adopted 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.

Components of income tax expense are as follows:

                                               Year ended
                                              December 31,
                                      1997                     1996
Current
       Federal.................$               0        $               0
       State...................            2,425                    1,600
                               -----------------        -----------------

                                           2,425                    1,600
                               -----------------        -----------------
Deferred
       Federal.................           69,300                   26,100
       State...................            7,100                    7,000
                               -----------------        -----------------

                                          76,400                   33,100
                               -----------------        -----------------

Income tax expense.............$          78,825        $          34,700
                               =================        =================

Reconciliation  of income taxes  computed at the federal  statutory rate and the
income tax expense are as follows:

<TABLE>
<CAPTION>
                                                                   Year ended
                                                                  December 31,
                                                          1997                     1996
                                                   -----------------        -----------------
<S>                                                <C>                      <C>              
Federal income taxes at statutory rate.............$          46,000        $          58,000
State income taxes, net of federal benefit.........            8,000                    8,500
Difference due to graduated federal rates..........           24,825                  (31,800)
                                                   -----------------        -----------------

                                                   $          78,825        $          34,700
                                                   =================        =================
</TABLE>

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                     Year ended
                                                                    December 31,
                                                            1997                     1996
                                                   -----------------        -----------------
<S>                                                <C>                      <C>              
       Net operating loss carryforward.............$          14,000        $          68,000
       Additonal cost of marketable
         securities................................            3,000                   25,400
                                                   -----------------        -----------------

       Net deferred tax assets.....................$          17,000        $          93,400
                                                   =================        =================
</TABLE>




                                       20

<PAGE>


                                  TIMEONE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1997


NOTE D- 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 1995 and 1994, the Company spent $25,900  associated  with property being
held for development into a second carwash operation.  The cost was added to the
cost of the land when the property was sold.

NOTE E - RELATED PARTY TRANSACTIONS

During 1990,  Donna  Anderson and Daniel  Pentelute  arranged for three loans by
pledging their personal assets.  Some of the proceeds from these loans were made
available  to the  Company.  The Company has been making the  payments for these
loans and the  interest  and  principal  have been  amortized  according  to the
portion of the proceeds each party received.

On April 19,  1991,  the  Company  entered  into a five year lease  with  Daniel
Pentelute,  the major shareholder of the Company. Under the lease, Mr. Pentelute
received,  as rent, four per cent of the gross proceeds excluding gasoline sales
commencing on July 1, 1991, and continuing until April 1, 1992. At that time and
thereafter,  Mr.  Pentelute was to receive seven per cent of the gross  proceeds
from the carwash facility. On May 21, 1991, an addendum to the lease was entered
into  providing  for a five year option term at the end of the initial five year
term.  The terms  require a rent  payment  equal to 7% of monthly  gross  sales,
excluding  gasoline sales with a minimum rent of $5,000 per month.  In 1996, the
Company  exercised  its option to purchase the land and  buildings at a price of
$2,075,000.
Also see Note F.

NOTE F - MONTANA LAND

During 1994, Daniel Pentelute,  the major shareholder of the Company,  purchased
21 acres of land in Montana and three (3) days later sold a one-half interest to
the  Company at his cost.  The other  one-half  interest is owned by Desert Land
Enterprises,  whose sole shareholder is Daniel Pentelute. It is anticipated that
the Company will be able to sell the land during 1997 at a substantial profit.

NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents,  accounts payable, and accrued
expenses  approximate  fair  value due to the short  maturity  periods  of these
instruments.  The  fair  value of the  Company's  long-term  debt,  based on the
present value of the debt, is $1,679,970.



                                       21

<PAGE>



ITEM 10.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

                  None.

                                    PART III

ITEM 11.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a)  Identification of Officers and Directors

                  (1)      Andrew A. Chudd, President and Director

                  (2)      Alan Theis, Secretary/Treasurer and Director

                  (3)      W. Sterling Mason, Jr., Director

                  (4)      Craig Celantano, Director

                  (5)      Richard Castellow, Director

         All directors  serve until the next annual meeting of  stockholders  or
until their successors have been duly qualified and elected.

         (c)      Identification of certain significant employees.

                  Their business backgrounds are set forth in (e) hereinafter.

         (d)      Family relationships.

                         The Company's majority stockholder is Daniel Pentelute.
                  There are no family relationships between any of the directors
                  or officers.

         (e)      Business experience.

                  (1)      Background

     ANDREW A. CHUDD,  47,  President  and Director of the Company  since August
1992, has been involved in the carwash industry for approximately 6 1/2 years in
both management and carwash  equipment  sales. Mr. Chudd graduated from Hamilton
High School in California  in 1968.  He has attended LA Pierce  College and West
Los Angeles College, but has received no degree. Since October of 1985 Mr. Chudd
has  been  an  independent  business  consultant  to  various  corporations  and
businesses.  Mr. Chudd worked,  from 1974 until 1985,  primarily as an Insurance
Agent and has had limited experience in publicly-held companies.


         Mr. Chudd was  President  and Director of  Discovery  Systems,  Ltd., a
blind pool/blank  check company until February,  1988 at which time new officers
and directors were elected at a shareholders'  meeting.  Mr. Chudd was President
and  Director,  until the fall of 1989,  of  Celebrity  Limousine,  Ltd., a Utah
Public  Company  which  operated a limousine  service in  Northern  Utah under a
permit from the Utah Public  Service  Commission.  Mr. Chudd was  President  and
Director Of Verazzana  Ventures  Ltd., a blind  pool/blank  check  company until
January 1, 1995,  at which time new  officers  and  directors  were elected at a
shareholders' meeting.

     ALAN THEIS,  38, in 1982 received a bachelor of sciences degree in Business
Economics and Public Policy from Indiana  University.  Since July 1991 Mr. Theis
has been the Secretary and Treasurer of the Company.  On May 15, 1997, Mr. Theis
was also elected Vice President of the Company.  In March 1990, Mr. Theis became
the assistant accountant for the Company. From June 1988 to March 1990 Mr. Theis
worked as a construction worker for Pentelute Properties,

                                       22

<PAGE>



a company controlled by Daniel Pentelute, the Company's major stockholder.  From
1985 to 1987 Mr. Theis was an employee for the Park City Ski Corporation.

         W. STERLING  MASON,  JR., 51, is a Director of the Company and has been
since January 1989, except for a short time at the beginning of 1991. Mr. Mason,
is presently involved in real estate  investments and business  opportunities in
Mexico.  Mr. Mason was engaged in the private practice of law in Salt Lake City,
Utah since 1975. His law practice  focused on the business and securities  areas
of law.  Mr.  Mason  graduated  from the  University  of Utah Law School in 1975
receiving a Juris Doctor  Degree.  In addition,  Mr. Mason received a Masters in
Business  Administration  from the University of Utah in 1974 and has a Bachelor
of Science Degree in Finance which he received in 1972.  Prior to that time, Mr.
Mason was a stockbroker  with various stock brokerage  firms,  both in Salt Lake
City, Utah and San Francisco, California.

     CRAIG CELANTANO,  40, has been involved in the carwash industry since 1967.
Mr.   Celantano  has  experience  in  carwash   design  and  layout,   equipment
installations  and  operations.  He has owned and operated both self service and
full service carwashes. Mr. Celantano currently owns and operates a self service
location  in  Tucson,  Arizona.  He has been a  distributor  for  Hanna  carwash
equipment for 15 years. Mr. Celantano is currently  Vice-President of Blue Coral
Systems,  a leading  manufacturer  of carwash  chemicals.  He oversees the North
American  sales  force,  as  well  as   responsibilities  in  equipment  design,
application, research and development.

         RICHARD CASTELLOW,  48, received a bachelor of arts degree in economics
from the University of Washington in 1975. Since 1990 Mr. Castellow has been the
Northwest  distributor  for  Belanger,  Inc.,  a major  manufacturer  of carwash
equipment.  During  the last four years he has  consulted  and done work for the
majority  of the  largest  carwashes  in the  northwest.  From  1986 to 1989 Mr.
Castellow  worked as a carwash  consultant  and an installer  of  equipment  for
carwashes. In 1983 he became co-owner and operator of three Chevron gas stations
that included three exterior tunnel carwashes and seven self-serve carwash bays.
He operated the washes for three and a half years, at which time the partnership
was dissolved and the washes were sold.

                  (2) Directorships.

         None of the  officers  and  directors  serve on the  Board of any other
company whose securities are registered pursuant to Section 12 or subject to the
requirements  of Section 15 (d) of the  Exchange  Act or any company  registered
under the Investment Company Act of 1940.

         (f)      Involvement in certain legal proceedings.

                           None of the officers or directors have any disability
                  as defined in (1) through (6) of this item.

         (g)      Promoters and control persons.

     Daniel  Pentelute,  although not an officer or director of the Company,  is
the Company's largest and majority shareholder and, in addition, has been (until
March 96) the Company's landlord. Mr. Pentelute,  age 47, attended Brigham Young
University  and the  University of Utah between the years of 1967 and 1970.  Mr.
Pentelute  was the President and a Director of the Company from 1980 to 1985. He
has been a consultant  to the Company and  developed the Buffs 'N' Puffs carwash
concept.  Since 1986 Mr. Pentelute has engaged in the development and management
of real  property  located  in the  states  of  Nevada,  Utah and  Montana.  Mr.
Pentelute  is also a  private  investor  in  various  business  enterprises  and
ventures.


                                       23

<PAGE>



ITEM 12.          EXECUTIVE COMPENSATION

         None of the officers and directors of the Company received remuneration
in excess of $60,000  (Sixty  thousand  dollars) for the year ended December 31,
1997.

                               REMUNERATION TABLE

                                                        1997            1998
      NAME                  SERVING AS              REMUNERATION      PROPOSAL
Andrew A. Chudd          President, Director
                          since August 1992         $     46,600    $    41,000

W. Sterling Mason Jr.         Director                         0*             0*
Craig Celantano               Director                         0              0

Richard Castellow             Director                         0              0

Alan Theis                 Vice President,
                        Secretary, & Director       $     34,650    $    37,000
                                                    ------------    -----------
                        TOTALS                      $     81,250    $    78,000
                                                    ============    ============

     Aggregate  remuneration  for fiscal year 1997 totaled  $81,250.  Mr. Andrew
Chudd and Mr. Alan Theis were paid $500.00,  Mr. Celantano,  Mr. Castellow,  and
Mr.  Mason were paid $1,500 in  directors  fees for 1997.  Expenses  incurred to
attend any board  meetings may be paid.  Mr. Alan Theis and Mr.  Andrew A. Chudd
are  full-time  employees of the  Company.  Mr.  Mason,  Mr.  Castellow  and Mr.
Celantano are solely  directors of the Company and, as such, only devote as much
time as needed in that position.

     *Mr.  Mason  will be  compensated  for any  legal  work  performed  for the
Company.  During 1997 Mr. Mason received $5,932 as legal fees and  reimbursement
for expenses for the Company.

                           Employee Stock Option Plan

         NONE.

ITEM 13.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
                  MANAGEMENT

         (a) (b) Security ownership of certain beneficial owners and management.

                  Name and Address         Amount and Nature
                  Of Beneficial            of Beneficial            Percent of
Title of Class    Owner                    Ownership                   Class

Common Stock      Daniel F. Pentelute      5,293,525*                  54.85%
                  6500 South State St.
                  Murray, Utah 84107

                  Andrew A. Chudd          400,000                        4%

                  Alan Theis               50,000                         0%



* Includes 168,625 shares held by Penex,  Inc., a Nevada  Corporation and 44,000
shares  held by  Desert  Land,  Inc.,  a Nevada  Corporation  both of which  Mr.
Pentelute is the sole shareholder.


                                       24

<PAGE>



ITEM 14.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)      Transactions with management and others.

                  Related Party Transactions.

         In April 1990 the  former  President  of the  Company  and her  husband
personally  borrowed  $518,000 from three  financial  institutions,  using their
residence and other personal  assets as  collateral.  $277,328  (including  loan
costs of $7,270) of the money was used for the Company.  The Company has treated
the  obligation as being due to these  individuals  and has been making  monthly
loan payments to the three  institutions.  In early 1994 one obligation was paid
in full,  leaving two loans with interest rates ranging from 8.75% to 10.5%. The
Company is not an obligor or a guarantor on any of the three obligations.  As of
December  1, 1993,  the  company is also paying Mr.  Pentelute  directly  $3,018
monthly. The entire $3,018 applies to principal due. As of December 31, 1997 the
Company's total share for all these loans was approximately $0.

         The Following table shows a list of the loans for which the Company has
made payments.

      Original
       Lender                 Principal          Interest           Term
-----------------------   ------------------   -------------  -----------------
     Zions Bank*          $         250,000      Prime + 2%   5yrs with balloon.
                          *Paid off as
                          of Jan 1, 1994

     Valley Mortgage      $         234,000         11.05%           30yrs

     Great Western        $          34,000       Prime + 2.5%       15yrs

         Other Information.

         For the year ended  December 31, 1996, the Company paid rent of $15,452
to Pentelute Properties,  a company controlled by Daniel Pentelute, the majority
shareholder  of the  Company  who owns  approximately  54.85% of the  issued and
outstanding  stock of the Company.  The rent was paid  pursuant to a lease which
had a five year term with a five year  renewal  option and an option to purchase
the property. The property was purchased in March,1996.

         (b)      Certain Business Relationships.

     Business  entities in which directors of the Company had an interest during
the last fiscal year have not had any  transactions  with the Company.  However,
Director W. Sterling Mason, Jr. is an Attorney at Law. Mr. Mason was paid $5,932
in 1997.

         (c)      Indebtedness of Management.

                  NONE.

         (d)      Transaction with promoters.

         The Company had a five (5) year lease on the property and buildings for
its  carwash.   The  Company  leased  the  land  and  buildings  from  Pentelute
Properties,  a d/b/a of Daniel F. Pentelute, a major shareholder of the Company.
Mr. Pentelute owns approximately  54.85% of the issued and outstanding shares of
the Company.  Monthly  payments  commenced on June 1, 1991,  and were based on a
percentage of monthly gross sales  excluding  fuel sales.  Initially  rental was
four per cent (4%) of the gross sales  excluding  fuel sales.  On April 1, 1992,
the  monthly  percentage  increased  to seven per cent (7%).  The  Company  also
maintains  its  corporate  headquarters  on the  premises.  Under  the lease the
Company provides two offices to the Lessor. In addition,  under the terms of the
lease the Company had an option to renew the lease for an  additional  five year
term at a rental of seven per cent (7%) of gross sales excluding fuel sales with
a minimum rent of $5,000  monthly.  Also,  the Company had an option to purchase
the property commencing at the

                                       25

<PAGE>



end  of  the  initial  five  year  term  which  option  was  exercisable  on the
anniversary  date of the  lease  each  year in the five year  option  term.  The
Company  exercised  its  option to  purchase  the  property  and  buildings  for
$2,075,000 in March,  1996.  For the year ended  December 31, 1996,  the Company
paid rent of $15,452 to Pentelute Properties.

PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON  FORM 8-K

                                                                           Page
(a) 1.  Financial Statements

The following Financial Statements of TIMEONE, INC. are
included in PART II, ITEM 9:

See page 16 for table of contents

(a) 2.  Financial Statement Schedules

The following financial statement schedules of TIMEONE, INC. are included
in PART IV, ITEM 15(d) (3):

Report of Independent Certified Public Accountants on Supplementary
  Financial Information.................................................... 27

Schedule I  -  Marketable Securities....................................... 28

Schedule V  -  Property, Plant and Equipment............................... 29

Schedule VI  -  Accumulated Depreciation and Amortization of Property,
  Plant and Equipment...................................................... 30



All  other  schedules  are  omitted  because  they  are not  applicable,  or not
required,  or because the required  information is included in the  consolidated
financial statements or notes thereto.


                                       26

<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                   10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                         SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS             TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                           FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS             E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------





Board of Directors and Shareholders
TimeOne, Inc.
Salt Lake City, Utah


Our audit of the basic financial  statements  presented in the preceding section
of  this  report  was  made  primarily  to  form an  opinion  on such  financial
statements  taken as a  whole.  The  additional  information,  contained  in the
following  pages, is not considered  essential for the fair  presentation of the
financial position of TimeOne, Inc., the results of its operations or cash flows
in conformity  with  generally  accepted  accounting  principles.  The following
information  consisting of Schedule I, Schedule V and Schedule VI is included to
comply with reporting  requirements  of the Securities and Exchange  Commission.
Such data was  subjected  to the audit  procedures  applied  in the audit of the
basic  financial  statements  and,  in our  opinion,  are  fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.



                                                      /s/ Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS




Salt Lake City, Utah
April 3, 1998

                                       27

<PAGE>



                                  TIMEONE, INC.

                       SCHEDULE I - MARKETABLE SECURITIES

<TABLE>
<CAPTION>
                                                                                                               Market
                                                                     Number              Original               Value
Name of Issuer                                                      of Shares              Cost               12/31/97
                                                                 ----------------   -----------------    -----------------

<S>                                                              <C>                <C>                  <C>              
Interpac Alliance                                                           5,000   $              50    $               0
KMS Industries                                                              2,750              33,438                    0
Airtech                                                                    50,000               1,000                    0
Agri-world                                                                  4,000                  25                    0
Fast Eddies Racing Stables                                                  5,000               5,000                    0
Dimedix                                                                     1,334                 200                    0
NVF Company                                                                10,000               4,202                    0
Berkey, Inc.                                                                1,000               5,930                    0
Alliance Gaming Common                                                         38                 163                  185
Shaw Industries, Inc.                                                      14,000             170,422              162,750
Station Casinos                                                            15,000             107,512              152,805
Utah Medical                                                                  500               6,069                3,406
Acres Gaming                                                                5,000              23,828               21,875
Ameristar Casino                                                            5,000              26,075               24,375
Data Broadcasting                                                             500               4,175                2,813
Engineering Animation                                                         500              12,441               23,000
Novell Inc.                                                                   100               1,522                  750
                                                                                    -----------------    -----------------

                                                     Totals*                        $         402,052    $         391,959
                                                                                    =================    =================
</TABLE>


<TABLE>
<CAPTION>
                                                                                                               Market
                                                                     Number              Original               Value
Name of Issuer                                                      of Shares              Cost               12/31/96
                                                                 ----------------   -----------------    -----------------

<S>                                                              <C>                <C>                  <C>              
Novell Inc.                                                                   100   $           1,522    $             946
KMS Industries                                                              2,750              33,438                    0
Airtech                                                                    50,000               1,000                    0
Agri-world                                                                  4,000                  25                    0
Fast Eddies Racing Stables                                                  5,000               5,000                    0
Dimedix                                                                     1,334                 200                    0
NVF Company                                                                10,000               4,202                    0
Berkey, Inc.                                                                1,000               5,930                    0
Interpac Alliance                                                           5,000                  50                    0
Fredericks of Hollywood A                                                   1,000               5,869                4,125
Fredericks of Hollywood B                                                     500               2,404                2,063
Alliance Gaming Common                                                         38                 163                  166
Alliance Gaming                                                                23               1,621                2,182
Shaw Industries Inc.                                                       14,000             170,422              166,250
Station Casinos                                                            15,000             174,167              151,875
Data Broadcasting                                                             500               4,175                3,500
Engineering Asimtn                                                            500              12,441               12,125
                                                                                    -----------------    -----------------

                                                     Totals*                        $         422,629    $         343,232
                                                                                    =================    =================
</TABLE>


*Marketable securities are carried on the balance sheets as current assets.

                                       28

<PAGE>



                                  TIMEONE, INC.

                   SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT


<TABLE>
<CAPTION>
                                               Balance at                                                      Balance
                                                Beginning           Additions                                  at End
                                                of Period            At Cost            Retirement            of Period
                                            -----------------  ------------------   -------------------  -----------------
Year ended December 31, 1995:
<S>                                         <C>                <C>                  <C>                  <C>              
               Land & buildings             $         310,185  $                0   $                 0  $         310,185
               Leasehold
                  improvements                        194,044                 577                     0            194,621
               Fixtures &
                  equipment                           848,673              25,547                18,268            855,952
                                            -----------------  ------------------   -------------------  -----------------

                                            $       1,352,902  $           26,124   $            18,268  $       1,360,758
                                            =================  ==================   ===================  =================

Year ended December 31, 1996:
               Land & buildings             $         310,185  $        2,075,000   $                 0  $       2,385,185
               Leasehold
                  improvements                        194,621               3,566                     0            198,187
               Fixtures &
                  equipment                           855,952              29,040                 7,590            877,402
                                            -----------------  ------------------   -------------------  -----------------

                                            $       1,360,758  $        2,107,606   $             7,590  $       3,460,774
                                            =================  ==================   ===================  =================

Year ended December 31, 1997:
               Land & buildings             $       2,385,185  $                0   $           310,185  $       2,075,000
               Leasehold
                  improvements                        198,187               4,504                     0            202,691
               Fixtures &
                  equipment                           877,402              80,436                14,730            943,108
                                            -----------------  ------------------   -------------------  -----------------

                                            $       3,460,774  $           84,940   $           324,915  $       3,220,799
                                            =================  ==================   ===================  =================
</TABLE>


                                       29

<PAGE>



                                  TIMEONE, INC.

                    SCHEDULE VI - ACCUMULATED DEPRECIATION OF
                          PROPERTY, PLANT AND EQUIPMENT


<TABLE>
<CAPTION>
                                                                    Additions
                                               Balance at      Charged to                                      Balance
                                                Beginning           Costs and                                  at End
                                                of Period           Expenses            Retirement            of Period
                                            -----------------  ------------------   -------------------  -----------------
Year ended December 31, 1995:
<S>                                         <C>                <C>                  <C>                  <C>              
               Land & buildings             $               0  $                0   $                 0  $               0
               Leasehold
                  improvements                         71,577              15,203                     0             86,780
               Fixtures &
                  equipment                           447,301              84,153                 9,291            522,163
                                            -----------------  ------------------   -------------------  -----------------

                                            $         518,878  $           99,356   $             9,291  $         608,943
                                            =================  ==================   ===================  =================

Year ended December 31, 1996:
               Land & buildings             $               0  $           27,176   $                 0  $          27,176
               Leasehold
                  improvements                         86,780              15,758                     0            102,538
               Fixtures &
                  equipment                           522,163              84,804                 5,313            601,654
                                            -----------------  ------------------   -------------------  -----------------

                                            $         608,943  $          127,738   $             5,313  $         731,368
                                            =================  ==================   ===================  =================


Year ended December 31, 1997:
               Land & buildings             $          27,176  $           38,306   $                 0  $          65,482
               Leasehold
                  improvements                        102,538              16,551                     0            119,089
               Fixtures &
                  equipment                           601,654              86,072                 5,764            681,962
                                            -----------------  ------------------   -------------------  -----------------
                                            $         731,368  $          140,929   $             5,764  $         866,533
                                            =================  ==================   ===================  =================


Depreciation for year                       $         140,929
Amortization for year                                   5,565
                                            -----------------

                                            $         146,494
</TABLE>




                                       30

<PAGE>



                                   SIGNATURES


   Pursuant  to the  requirements  of  Section  13 or  15(d)  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.

Dated this 13th day of April, 1998.


                                    TimeOne, Inc.



                                    By:     /s/Andrew A. Chudd
                                             Andrew A. Chudd
                                       President, Chief Executive
                                          Officer, and Director


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


Signatures                               Title                       Date

                               President, Chief Executive
/s/Andrew A. Chudd             Officer and Director               April 13, 1998
---------------------------                                       --------------
Andrew A. Chudd

                               Secretary/Treasurer,
                                  Chief Financial
     /s/Alan R. Theis          Officer and Director               April 13, 1998
---------------------------                                       --------------
Alan R. Theis



    /s/W. Sterling Mason        Director                          April 13, 1998
---------------------------                                       --------------
W. Sterling Mason, Jr.




                                       31