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, 1998

                                       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)

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

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

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

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 $1,055,556

         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 $0.14 per share = $351,592 as of March 29, 1999

         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     


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                                     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 eighteen (18) years
in various business opportunities.

     ***All information below pertaining to the Company's carwash business,  car
wash assets,  and real  property  relates to the Company's  operations  prior to
October 20, 1998. The Company sold its carwash  business,  including its carwash
assets and real  property used in the business to CWP West Corp. on a cash basis
and ceased being in the carwash business on that date.

         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 had  approximately  35 full time and 30 part time employees
at the time of the sale.

         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. - Infrared  perform air dryer - Complete  forced
         air drying system.


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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 1998 was that
approximately 6% of the carwash  customers  purchased the Carpet Express service
and these services accounted for approximately 14% 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.

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

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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 1998. The Company also sold its interest in the
joint venture when the carwash assets were sold.

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.

Inflation and Foreign Exchange.

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

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.  In
October 1998  Wireless  Systems  vacated the two  offices,  prior to the sale of
assets.

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

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$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. The $1,800,000  note was repaid at the
time of the carwash asset sale, in October 1998.

         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.  The  balance  was paid in full
during 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.  The loan
was paid in full during 1998 as a result of one of the five lots being sold.  At
the  time of the  sale,  Desert  Land  presented  the  Company  with a bill  for
approximately $42,000, which represented the Company's half of improvements made
to the land. These improvements, such as roadways, curbs, and electrical service
were paid for by Desert  Land.  The  Company  has agreed to repay these costs to
Desert Land as the lots are sold.  Although  the Company made a profit of $5,315
on the sale,  no cash was realized  and all proceeds  went to Desert Land to pay
for improvements.

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 1998, a majority of the outstanding  shares voted
to approve the sale of the carwash assets to Car Wash Partners, Inc., a Delaware
corporation.

                                     PART II

ITEM 5.           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
1997,  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,  1999  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.

         The  following  table lists the high and low sales price for the common
stock of the Company during the two most recent years:


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NASDAQ-OTC
                                            High                   Low
                                         Sales Price           Sales Price   
         1998     First Quarter      $            .1875    $            .1875
                  Second Quarter                  .5625                 .1875
                  Third Quarter                     .25                   .25
                  Fourth Quarter                   .140                  .125

         1997     First Quarter                    5/64                  1/16
                  Second Quarter                   5/64                  5/64
                  Third Quarter *                     0                     0
                  Fourth Quarter *                    0                     0

* 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.

ITEM 6.           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.

                                  1998 to 1997

     The  following  discussion  relates to  operations  from January 1, 1998 to
October 19,1998.

     As of December  31, 1998 the Company had cash of $622,408  compared to cash
of $270,215 as of  December  31,  1997,  an  increase  of $352,193  (130%).  The
increase is attributable  to the sale of the carwash  assets,  gains on sales of
securities, and income from the Q lube joint venture.

   Current assets as of December 31, 1998 were  $1,967,709  compared to $790,570
as of December 31,1997, an increase of $1,177,139 (148%). The increase is due to
higher receivables and the market value of securities held. Property,  plant and
equipment  were $0 as of December 31, 1998 compared to $2,354,266 as of December
31, 1997. The decrease is due to the sale of the carwash assets.

    Current  liabilities  as of  December  31,  1998 were  $247,353  compared to
$82,447 as of December 31, 1997, and increase of $164,906,  this increase (200%)
consists mostly of income taxes payable.  Long term  liabilities  decreased from
$1,697,610  as of December 31, 1997 to $0 as of December 31, 1998.  The decrease
is due to the repayment of the Bank One loan when the carwash  assets were sold.
Total  liabilities as of December 31, 1998 were $247,353  compared to $1,780,057
as of December 31, 1997.

    Stockholders'  Equity as of  December  31, 1998 was  $1,798,310  compared to
$1,523,619 as of December 31, 1997, an increase of $274,641 (18%).  The increase
is due to the sale of  assets,  securities,  and  income  from the Q lube  joint
venture.

    Total revenues for the year ended December 31, 1998 were $1,005,556 compared
to $1,465,687 for the year ended December 31, 1997, a decrease of $460,131.  The
1998 figures only include  revenues  through October 19, 1998, at which time the
carwash  operations were sold. Weather and traffic pattern changes were the most
significant  factors  on the  Company's  revenues  during  1998.  These  factors
ultimately led to the decision to sell the carwash assets.

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    Total  costs  and  expenses  for the  year  ended  December  31,  1998  were
$1,445,027  compared to $ 1,566,411  for the year ended  December 31, 1997.  The
1998 figures only include operations through October 19, 1998. On a full year of
operations in 1998 costs and expenses would have been somewhat higher than 1997.
Total costs and expenses were higher in the following  areas,  salaries,  due to
severance pay to key personnel, legal and professional fees relating to the sale
of the carwash  assets.  Net income before taxes for the year ended December 31,
1998 was $526,670  compared to $143,034 as of December  31,1997,  an increase of
$383,636.  Net income per share of the  Company's  common stock for 1998 was .03
compared  to a net income per share of .01 for 1997.  The  current  ratio of the
Company as of  December  31, 1998 was 7.96  compared to 9.58 as of December  31,
1997.

                               Sale Carwash Assets

    On October  19, 1998 the Company  sold its  carwash  assets and  operations,
including  real  property,  to CWP West  Corporation  for  $3,160,000.  CWP West
corporation  is a Delaware  corporation,  whose parent is involved in purchasing
carwashes in various  locations  around the United  States.  The Company  netted
approximately  $1,404,000  from the sale,  after paying the mortgage on the real
property, expenses to the closing date, and certain adjustments. After the sale,
the existing board of Directors  resigned and new Directors were appointed.  The
Company also moved its corporate offices to:

                                  631 N.  Stephanie St. #378
                                  Henderson, Nevada 89014
                                  (702) 456-8070

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

                                   Y2K Impact

         The "Y2K" problem arose  because many  existing  computer  programs use
only the last two digits to refer to a year.  Therefore,  these  programs do not
properly  recognize a year  beginning with "20" instead of the familiar "19". If
not corrected many programs could fail or create erroneous results.  The Company
believes its exposure to the problems are not substantial. Since the Company has
disposed of operating assets, all records could be kept manually,  if necessary.
The Company has upgraded its  accounting  system to software that it believes is
Y2K compliant.

                                  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

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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, 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.


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         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.

         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.


                                        9

<PAGE>



         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 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.

LIQUIDITY AND CAPITAL RESOURCES.

Operations.

         As of December 31, 1998, the Company's  working  capital was $1,720,356
and included cash and cash  equivalents of $622,408 as compared with $708,123 in
working capital and $270,215 in cash and cash  equivalents at December 31, 1997.
During the three years ended  December 31, 1998,  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  $2,937,806 in 1998,  $139,138 in 1997,  and $297,540 in 1996.  The Company
does not believe the positive cash provided by operating  activities during 1999
will be as large as 1998.

Investing Activities.

Net cash used by investing activities was $839,710 for 1998 compared to net cash
provided by investing  activities of $220,65 in 1997, and $187,070 used in 1996.
The  primary  source  of cash  used in 1998 was  purchase  of  securities.  Cash
provided  in 1997 and 1996 was from the sale of the West Valley  property  and Q
lube joint venture income.

Financing Activities.

         The cash used by the  Company's  financing  activities  was  $62,060 in
1996,  $315,074  in 1997 and  $1,745,903  in 1998.  The  primary use of cash for
financing activities has been the reduction in the Company's long term debt.

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

         (On following pages)


                                       10

<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 7:
                                                                  Page
INDEPENDENT AUDITOR'S REPORT.......................................12

FINANCIAL STATEMENTS:

BALANCE SHEETS -
December 31, 1998 and 1997 ........................................13

STATEMENTS OF OPERATIONS -
years ended December 31, 1998, 1997, and 1996 .....................14

STATEMENTS OF STOCKHOLDERS' EQUITY -
years ended  December 31, 1998, 1997, and 1996 ....................15

STATEMENTS OF CASH FLOWS -
years ended  December 31, 1998, 1997, and 1996 ....................16

NOTES TO THE FINANCIAL STATEMENTS .................................17

(a) 2. Financial Statement Schedules

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 ON SUPPLEMENTARY FINANCIAL INFORMATION ...........................20

SCHEDULE 1 - PRO FORMA STATEMENTS OF OPERATIONS....................21

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.


                                       11

<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. as of December
31,  1998 and 1997,  and the related  statements  of  operations,  stockholders'
equity,  and cash flows for the years ended  December 31, 1998,  1997, and 1996.
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,
1998 and 1997,  and the  results  of its  operations  and its cash flows for the
years ended  December 31, 1998,  1997,  and 1996, in conformity  with  generally
accepted accounting principles.



                                                     Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS
March 19, 1999
Salt Lake City, Utah


                                       12

<PAGE>



                                  TIMEONE, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                              December 31,             
                                                                                      1998                  1997       
                                                                                -----------------    ------------------
               ASSETS
CURRENT ASSETS:
<S>                                                                             <C>                  <C>               
              Cash                                                              $         622,408    $          270,215
              Accounts receivable - trade                                                 300,389                51,671
              Marketable securities, at market value (Note A)                           1,044,912               391,959
              Inventory (Note A)                                                                0                26,300
              Prepaid expenses and supplies                                                     0                50,425
                                                                                -----------------    ------------------
                                                       TOTAL CURRENT ASSETS             1,967,709               790,570

PROPERTY, PLANT AND EQUIPMENT (at cost)
(Note A):
              Building                                                                          0             1,494,000
              Building improvements                                                             0               202,691
              Furniture, fixtures and equipment                                                 0               943,108
              Land                                                                              0               581,000
                                                                                -----------------    ------------------
                                                                                                0             3,220,799
              Less accumulated depreciation                                                     0               866,533
                                                                                -----------------    ------------------
                                                                                                0             2,354,266
OTHER ASSETS
              Joint Venture                                                                     0                74,227
              Start-up costs (Note D)                                                           0                12,522
              Deposit                                                                       2,501                 2,501
              Montana Land (Note F)                                                        75,453                52,590
              Deferred tax asset (Note C)                                                       0                17,000
                                                                                -----------------    ------------------
                                                                                           77,954               158,840
                                                                                -----------------    ------------------

                                                                                $       2,045,663    $        3,303,676
                                                                                =================    ==================

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
              Accounts payable and payroll and sales taxes                      $          27,353    $           34,154
              Loans payable (Note B)                                                            0                48,130
              Loans payable - related parties (Note B)                                          0                   163
              Income taxes payable                                                        220,000                     0
                                                                                -----------------    ------------------
                                                  TOTAL CURRENT LIABILITIES               247,353                82,447

LONG-TERM LIABILITIES:
              Loans payable (Note B)                                                            0             1,697,610
                                                                                -----------------    ------------------
                                                          TOTAL LIABILITIES               247,353             1,780,057

STOCKHOLDERS' EQUITY:
              Capital stock,  common,  
               authorized  100,000,000 shares of $0.0001
               par  value;  
               issued  and  outstanding  8,354,900  shares  in 1998
               (8,354,900 shares
               in 1997)                                                                       835                   835
              Additional paid-in capital                                                1,229,327             1,229,327
              Retained earnings                                                           568,148               293,457
                                                                                -----------------    ------------------

                                                 TOTAL STOCKHOLDERS' EQUITY             1,798,310             1,523,619
                                                                                -----------------    ------------------

                                                                                $       2,045,663    $        3,303,676
                                                                                =================    ==================
</TABLE>



See notes to the financial statements.


                                       13

<PAGE>



                                  TIMEONE, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,                  
                                                                  1998                 1997                 1996       
                                                            -----------------    -----------------   ------------------
Revenues
<S>                                                         <C>                  <C>                 <C>               
              Gain (loss) on sale of securities             $         211,031    $         (83,915)  $          151,090
              Adjustment of securities to market                     (163,894)              69,305              (31,549)
              Gain on sale of property                                  5,315              213,315                    0
              Loss on sale of equipment                                     0               (8,966)              (2,277)
              Interest and dividends                                   14,570               17,933                7,436
                                                            -----------------    -----------------   ------------------

                                  INCOME FROM CONTINUING
                                 OPERATIONS BEFORE TAXES               67,022              207,672              124,700

Income tax expense                                                     31,979               45,688               27,434
                                                            -----------------    -----------------   ------------------

                                         NET INCOME FROM
                                   CONTINUING OPERATIONS               35,043              161,984               97,266

Discontinued operations-net of  income taxes
              Gain (loss) from discontinued operations
               net of income taxes of $0, $33,137, and
               $7,266 respectively                                   (369,432)             (97,775)              10,565
              Gain on disposition, net income taxes
               of $220,000, $0, and $0, respectively
                  Buffs-N-Puffs Car Wash                              609,080                    0                    0
                                                            -----------------    -----------------   ------------------

                                      INCOME (LOSS) FROM
                                 DISCONTINUED OPERATIONS              239,648              (97,775)              10,565
                                                            -----------------    -----------------   ------------------

                                              NET INCOME    $         274,691    $          64,209   $          107.831
                                                            =================    =================   ==================

NET INCOME (LOSS) PER SHARE OF COMMON STOCK
              (based on weighted average
              number of shares outstanding)
               From continuing operations                   $             .00    $             .02   $              .01
               From discontinued operations                               .03                 (.01)                 .00
                                                            -----------------    -----------------   ------------------

                                  TOTAL INCOME PER SHARE    $             .03    $             .01   $              .01
                                                            =================    =================   ==================

Weighted average number of common
              shares used to compute net income
              per weighted average share                            8,354,900            8,354,900            7,811,609
                                                            =================    =================   ==================
</TABLE>

See notes to the financial statements.


                                       14

<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 12/31/95                               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

Net income for
        year ended 12/31/98                                                                                      274,691
                                        -----------------     ----------------    -----------------    -----------------
Balances 12/31/98                               8,354,900     $            835    $       1,229,327    $         568,148
                                        =================     ================    =================    =================
</TABLE>


See notes to the financial statements.


                                       15

<PAGE>



                                                        TIMEONE, INC.

                                                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,              
                                                                         1998              1997              1996      
                                                                   ---------------    --------------    ---------------
OPERATING ACTIVITIES
<S>                                                                <C>                <C>               <C>            
     Net income                                                    $       274,691    $       64,209    $       107,831
     Adjustments to reconcile net income to net cash provided
        by operating activities:
           Depreciation and amortization                                   122,950           146,494            133,508
           Book value of assets sold                                     2,318,065             8,966              2,277
           Decrease in deferred tax asset                                   17,000            76,400             34,600
           Adjust securities to lower of cost or market                    163,894           (69,305)            31,549
           Unrealized gain on Joint Venture                                      0           (24,227)                 0
     Changes in operating assets and liabilities:
           (Increase) decrease in receivables                             (248,718)          (35,949)               519
           (Increase) decrease in prepaid expense, supplies
               and deposits                                                 50,425               654            (26,304)
           (Increase) decrease in inventory                                 26,300            (7,466)             7,691
           Increase (decrease) in accounts payable and
               payroll taxes payable                                        (6,801)          (20,638)             5,869
           Increase in income taxes payable                                220,000                 0                  0
                                                                   ---------------    --------------    ---------------
                                             NET CASH PROVIDED BY
                                             OPERATING ACTIVITIES        2,937,806           139,138            297,540

INVESTING ACTIVITIES
     Investment in Joint Venture                                                 0           (50,000)                 0
     Cost of securities sold                                               551,752           184,062            208,527
     Purchase of securities                                             (1,368,599)         (163,484)          (362,991)
     Cost of land sold                                                           0           310,185                  0
     (Increase) decrease in start-up costs                                       0            25,900                  0
     Purchase of property                                                  (22,863)          (84,940)           (32,606)
     Increase in deposits                                                        0            (1,068)                 0
                                                                   ---------------    --------------    ---------------
                                                  NET CASH (USED)
                                          BY INVESTING ACTIVITIES         (839,710)          220,655           (187,070)

FINANCING ACTIVITIES
     Sale of stock                                                               0                 0             32,811
     Repayment of loans and leases                                      (1,745,903)         (315,074)           (94,871)
                                                                   ---------------    --------------    ---------------
                                           NET CASH (REQUIRED) BY
                                             FINANCING ACTIVITIES       (1,745,903)         (315,074)           (62,060)
                                                                   ---------------    --------------    ---------------

INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                                  352,193            44,719             48,410
Cash and cash equivalents at beginning of year                             270,215           225,496            177,086
                                                                   ---------------    --------------    ---------------
                                        CASH AND CASH EQUIVALENTS
                                                   AT END OF YEAR  $       622,408    $      270,215    $       225,496
                                                                   ===============    ==============    ===============
SUPPLEMENTAL INFORMATION
     Taxes paid                                                    $        14,979    $        2,425    $           100
     Interest paid                                                         203,814           196,075            193,049
</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.


                                       16

<PAGE>
                                  TIMEONE, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


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 was provided over the estimated
useful life of five to ten years using an accelerated  method,  and depreciation
on the office and  warehouse  building  was being  provided  over the  estimated
useful life of 30 to 31.5 years using the straight-line method.

Marketable Securities:
Marketable  securities,  as a group,  are carried at market value in  accordance
with FAS #115.  Prior to January 1, 1994,  the  securities  were  carried at the
lower of cost or market. At December 31, 1998, a decrease of $(163,894) was made
to adjust to market ($69,305  increase was made for 1997 and $(31,549)  decrease
was made for 1996).

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.  The
Company estimates net Federal and State income taxes to amount ot $220,000 after
using credits and NOL carryovers in 1998.

Inventory:
Inventory  consisted of items for sale and use in the operations of the carwash.
Inventory was 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 was making the monthly loan payments to the
three institutions.  In early 1994, one obligation was paid in full, leaving two
loans.  All loans  payable were paid in full during 1998.  Interest  rates range
from 8.75% to 11.25%.  The  following  is a summary of debt at December 31, 1998
and 1997:

<TABLE>
<CAPTION>
                                       Interest                  1998                                1997              
                                                   --------------------------------    --------------------------------
                                        Rate %          Current         Long-term          Current         Long-term   
<S>                                         <C>    <C>              <C>                <C>              <C>            
Bank Mortgage (2)                           8.38   $             0  $             0    $        42,140  $     1,692,519
G. Phillip Condie                           7.50                 0                0                  0                0
Bank line of credit                         6.00                 0                0                  0                0
Escrow Services (1)                         9.50                 0                0              5,990            5,091
Dan Pentelute                         8.75-11.25                 0                0                163                0
                                                   ---------------  ---------------    ---------------  ---------------
                                                   $             0  $             0    $        48,293  $     1,697,610
                                                   ===============  ===============    ===============  ===============
</TABLE>

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


                                       17

<PAGE>


                                  TIMEONE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1998


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:

<TABLE>
<CAPTION>
                                                                                      Year ended
                                                                                     December 31,              
                                                                            1998                     1997      
Current
<S>                                                                  <C>                      <C>              
            Federal..................................................$          195,000       $               0
            State....................................................            25,000                   2,425
                                                                     ------------------       -----------------

                                                                                220,000                   2,425
                                                                     ------------------       -----------------
Deferred
            Federal..................................................                 0                  69,300
            State....................................................                 0                   7,100
                                                                     ------------------       -----------------

                                                                                      0                  76,400
                                                                     ------------------       -----------------

Income tax expense...................................................$          220,000       $          78,825
                                                                     ==================       =================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      Year ended
                                                                                     December 31,              
                                                                            1998                     1997      
Federal income taxes at statutory rate...............................$          169,000       $          46,000
State income taxes, net of federal benefit...........................            26,000                   8,000
Difference due to graduated federal rates............................            25,000                  24,825
                                                                     ------------------       -----------------

                                                                     $          220,000       $          78,825
                                                                     ==================       =================

Deferred tax assets and liabilities consist of the following:

                                                                                      Year ended
                                                                                     December 31,              
                                                                            1998                     1997      
<S>                                                                  <C>                      <C>              
            Net operating loss carryforward..........................$                0       $          14,000
            Additonal cost of marketable
              securities.............................................                 0                   3,000
                                                                     ------------------       -----------------

            Net deferred tax assets..................................$                0       $          17,000
                                                                     ==================       =================
</TABLE>

NOTE D- START-UP COSTS

These were costs  associated  with  development  of the carwash.  The costs were
being  amortized,  depreciated or expensed.  The costs  included  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.  The  remaining  costs were
added to the cost of the car wash assets sold in October 1998.

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

                                       18

<PAGE>


                                  TIMEONE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1998


NOTE E - RELATED PARTY TRANSACTIONS (continued)

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.  During  1998,  the
Company sold one of the lots. At the time of the sale, Desert Land presented the
Company with a bill for  approximately  $42,000 which  represented the Company's
half of  improvements  made to the land.  The  Company has agreed to repay these
costs as they have made the land more  saleable.  Although  the  Company  made a
profit of $5,315 on the sale,  no cash was  realized  and all  proceeds  went to
Desert Land to pay for improvements.

NOTE 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.


                                       19

<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  page, 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 1 is included to provide  comparative  data
regarding  the  operations of the  Company's  major line of business,  which was
disposed of during 1998. 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.


                                                       Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
March 19, 1999



                                       20

<PAGE>


                                                                     Schedule 1

                                  TIMEONE, INC.
                    PRO FORMA - INCLUDING CAR WASH OPERATIONS
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,                  
                                                                  1998                 1997                 1996       
                                                            -----------------    -----------------   ------------------
REVENUES:
<S>                                                         <C>                  <C>                 <C>               
              Carwash                                       $       1,068,945    $       1,446,401   $        1,470,372
              Boutique sales - net                                     16,607               27,743               32,565
              Fuel sales - net                                          8,023               14,013               16,907
              Carpet express equipment sales - net                          0                   16                  601
              Discounts                                               (88,019)             (22,306)             (10,366)
                                                            -----------------    -----------------   ------------------
                                          TOTAL REVENUES            1,005,556            1,465,867            1,510,079

COSTS AND EXPENSES:
              Salaries, labor and commissions                         697,275              692,071              679,071
              Taxes and benefits                                       94,569              116,530              111,455
              Interest and credit card fees                           203,814              196,075              193,049
              Travel, auto, promotional and
               advertising                                             18,709               24,980               28,457
              Office, telephone, printing and
               supplies                                               128,715              200,617              186,170
              Utilities, building maintenance,
               rent and insurance                                     129,053              150,904              141,964
              Depreciation and amortization                           122,950              146,494              133,508
              Professional fees and other                              49,942               38,740               22,686
                                                            -----------------    -----------------   ------------------
                                TOTAL COSTS AND EXPENSES            1,445,027            1,566,411            1,496,360
                                                            -----------------    -----------------   ------------------

NET INCOME BEFORE OTHER                                              (439,471)            (100,544)              13,719

OTHER INCOME (EXPENSE)
              Joint Venture income                                     38,955               24,227                    0
              Contract services and miscellaneous                      31,084               11,679                4,112
              Interest and dividends                                   14,570               17,933                7,436
              Gain (Loss) on equipment sales                          829,080               (8,966)              (2,277)
              Gain on sale of property                                  5,315              213,315                    0
              Gain (loss) on sale of securities (cost
               determined by specific identification)                 211,031              (83,915)            151,090
              Adjustment of securities to market                     (163,894)              69,305              (31,549)
                                                            -----------------    -----------------   -------------------
                                                                      966,414              243,578              128,812
                                                            -----------------    -----------------   ------------------
                                              NET INCOME
                                            BEFORE TAXES              526,670              143,034              142,531

INCOME TAXES (Notes A & C)                                            251,979               78,825               34,700
                                                            -----------------    -----------------   ------------------

                                              NET INCOME    $         274,691    $          64,209   $          107,831
                                                            =================    =================   ==================

NET INCOME PER SHARE OF
              COMMON STOCK (based on
              weighted average number
              of shares outstanding)                        $             .03    $             .01   $              .01
                                                            =================    =================   ==================
Weighted average number of common
              shares used to compute net income
              per weighted average share                            8,354,900            8,354,900            7,811,609
                                                            =================    =================   ==================
</TABLE>

                                       21

<PAGE>



ITEM 8.                    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                           ACCOUNTING AND FINANCIAL DISCLOSURE

                           None.

                                    PART III

ITEM .   9        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a)  Identification of Officers and Directors

     (1)  Daniel F.  Pentelute,  President and Director,  appointed  October 20,
          1998

     (2)  Roy E. Molina, CFO and Director, appointed October 20, 1998

     (3)  Yolanda Oyler, Secretary and Director, appointed October 20, 1998

     (4)  Andrew A. Chudd, President and Director, resigned October 20, 1998

     (5)  Alan R. Theis, Vice President and Director, resigned October 20, 1998

     (6)  W. Sterling Mason, Jr., Director, resigned October 20, 1998

     (7)  Craig Celantano, Director, resigned October 20, 1998

     (8)  Richard Castellow, Director, resigned October 20, 1998


         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

     DANIEL  PENTELUTE,  50,  President and Director since October 20, 1998. Mr.
Pentelute is also the Company's largest and majority shareholder.  Mr. Pentelute
attended  Brigham Young  University and the University of Utah between the years
of 1967 and 1970.  Mr.  Pentelute was President and 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.



                                       22

<PAGE>



     ROY MOLINA,  47 , Chief Financial  Officer and Director,  since October 20,
1998.  Mr.  Molina is a Certified  Public  Accountant,  and President of his own
firm. Mr. Molina received a Bachelor of Science Degree in Accounting in 1974 and
a Masters in  Business  Taxation  Degree in 1976,  both from the  University  of
Southern  California.  Mr. Molina was the CFO of a large  privately  held carpet
manufacturer  from  1979 to  1983.  Mr.  Molina  is  also a  member  of  various
professional accounting organizations.

     YOLANDA OYLER, 46, Secretary and Director since October 20, 1998. Ms. Oyler
has been an  administrative  assistant to Mr.  Pentelute  since 1987.  Ms. Oyler
attended Weber State  University but did not graduate.  Ms. Oyler has worked for
various stock brokerage firms before starting to work for Mr. Pentelute.

     ANDREW A. CHUDD,  48,  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. Mr. Chudd resigned in October 1998.

     ALAN THEIS,  39, 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,  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.  Mr. Theis resigned in
October 1998.

         W. STERLING  MASON,  JR., 52, 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. Mr. Mason resigned in October 1998.

     CRAIG CELANTANO,  41, 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  previously  owned and operated 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. Mr. Celantano resigned in October 1998.

         RICHARD CASTELLOW,  49, received a bachelor of arts degree in economics
from the  University of Washington in 1975.  From 1990 to 1997Mr.  Castellow had
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

                                       23

<PAGE>



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.  Mr.  Castellow is currently  the west
coast Sales  Manager for  MacNeil  Carwash  Systems,  a  manufacurer  of carwash
equipment. Mr. Castellow resigned in October 1998.

                  (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, President and Director since October 20, 1998, is the
Company's  largest and majority  shareholder  and, in addition,  has been (until
March 1996) the Company's landlord.

ITEM 10.          EXECUTIVE COMPENSATION

         One of the officers and directors of the Company received  remuneration
in excess of $60,000  (Sixty  thousand  dollars) for the year ended December 31,
1998.

                               REMUNERATION TABLE

<TABLE>
<CAPTION>
                                                                               1998                   1999
               NAME                             SERVING AS                 REMUNERATION        PROPOSAL          
----------------------------------    ------------------------------   --------------------  ---------------------
<S>                                   <C>                              <C>                                      <C>
Daniel F.  Pentelute                  President, Director              $                   0                    0
                                      since October 1998
Roy E.  Molina                        CFO, Director                                        0                    0
                                      since October 1998
Yolanda Oyler                         Secretary, Director                                  0                    0
                                      since October 1998
Andrew A. Chudd                       President, Director
                                      since August 1992                               87,350                    0
W. Sterling Mason Jr.                 Director                                             0*                   0*
Craig Celantano                       Director                                             0                    0
Richard Castellow                     Director                                             0                    0
Alan Theis                            Vice President,
                                      Secretary, & Director            $             59, 850   $                0
                                                                       ---------------------    -----------------
                                      TOTALS                           $             147,200   $                0
                                                                       =====================   ==================
</TABLE>


                                       24

<PAGE>



     Aggregate  remuneration  for fiscal year 1998  totaled  $147,200,  of which
$81,250 was severance  pay to Mr. Chudd and Mr. Theis.  Mr. Andrew Chudd and Mr.
Alan Theis were paid $500.00 , Mr. Celantano,  Mr. Castellow, and Mr. Mason were
paid $1,000 in directors  fees for 1998.  Expenses  incurred to attend any board
meetings  may be paid.  Mr.  Alan Theis and Mr.  Andrew A. Chudd were  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 1998 Mr. Mason
received $8,211 as legal fees and reimbursement for expenses for the Company.

                           Employee Stock Option Plan

         NONE.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
                  MANAGEMENT

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

<TABLE>
<CAPTION>
                              Name and Address                 Amount and Nature
                              Of Beneficial                    of Beneficial                     Percent of
Title of Class                Owner                            Ownership                            Class     

<S>                           <C>                              <C>                               <C>
Common Stock                  Daniel F. Pentelute              4,980,900*                        60%
                              631 N.  Stephanie St # 378
                              Henderson, NV 89014

                              Andrew A. Chudd                  455,000                           5%

                              Alan Theis                       50,000                            0%
</TABLE>

* 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.

ITEM 12.          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.


                                       25

<PAGE>



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

<TABLE>
<CAPTION>
              Original
               Lender                            Principal               Interest                    Term         
-----------------------------------       ---------------------   ---------------------   ----------------------
<S>                                       <C>                             <C>             <C>               
     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
</TABLE>

         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 $8,211
in 1998.

         (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 60% 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 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.


                                       26

<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON  FORM 8-K

a.       Exhibits

Exhibit Number       Description of Exhibit
         1P.         Document entitled " Acquisition of Substantially
                     All of the Assets of Time One by CWP West Corp.

b.       Form 8K filed in the last quarter

         A. Form 8K dated October 23, 1998 was filed in the last  quarter.  Item
covered were:

                  1.       Item 2 Acquisition or Disposition of Assets. Reported
                           that on October 20, 1998 the Company  sold all of its
                           car wash  assets  to CWP West  Corp.  for  $3,160,000
                           cash, subject to certain adjustments.

                  2.       Item 5 Other Events. The company reported that it had
                           changed its corporate  offices from Salt Lake City to
                           Henderson, Nevada.

                  3.       Item 6.  Resignation  of Registrant'  Directors.  The
                           Company  reported that on October 20, 1998,  its then
                           current  officers  and  directors  resigned  and  new
                           officers   and   directors   were   appointed.    The
                           aforementioned  resignations  were not because of any
                           dispute  between  the  Company  and any of the former
                           officers or directors.

                                   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 29th day of March, 1999.
                                  TimeOne, Inc.


                                   By                       
                                            Daniel F. Pentelute
                                            President 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 and Director           3/29/99     
Daniel F. Pentelute


                                CFO and Director                      
Roy E. Molina


                                Secretary and Director           3/29/99    
Yolanda Oyler

                                       27