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, 1999

                                       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 North Stephanie Street, PMB 378
        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 $548,667

         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.

     2,900,438 shares at $4.50 per share = $13,051,971 as of March 30, 2000

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

      8,266,300 shares common stock par value $0.0001 as of March 27, 2000
                                (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  X           NO
                                                ---


                                        1

<PAGE>



                                     PART I

ITEM 1.           BUSINESS

         TimeOne, Inc., formerly known as Buffs-N-Puffs, Ltd. and before that as
Pubcoa,  Inc., (the "Company") was  incorporated  under the laws of the State of
Nevada on November 14, 1980.  It has engaged in various  business  opportunities
during the past nineteen (19) years.

         From March 22, 1990 to October 20, 1998, the Company was in the carwash
business  located at 6500 South State Street,  Murray,  Utah. The facilities had
eight gas pumps and two tunnels. One tunnel housed the carwash equipment and the
second had the automotive interior cleaning  equipment.  The facility also had a
boutique offering convenience items and a waiting room.

         On October 20,  1998,  the  Company  sold its  carwash  business,  real
property  and  operating  assets  to CWP  West  Corp.  in an all  cash  sale for
$3,160,000.

         Following the sale of the carwash business,  the Company was in the all
cash  position.  The Company  invested in various  securities  which resulted in
gains in 1999 of $489,123. This amount greatly exceeded earnings that would have
been earned if the funds were solely in cash or cash equivalents.

         Since the sale the  carwash  business,  management  of the  Company has
explored business acquisitions and merger candidates.  The investigative process
has  continued  into the year 2000 and has  resulted  in the signing on March 3,
2000 of a non-binding  letter of intent to acquire all of the outstanding shares
of SunGlobe Fiber Systems Corporation, a Delaware corporation. The due diligence
process is in progress and is expected to be completed by April 30, 2000.

ITEM 2.           PROPERTIES

         In September,  1994, Daniel Pentelute,  the majority stockholder of the
Company,  purchased 21 acres of land in Montana.  Three days later,  the Company
purchased a 50% interest in the land from Mr.  Pentelute at his cost (50%).  The
other  50%  interest  was  purchased  by  Desert  Land  Enterprises  whose  sole
stockholder is Daniel  Pentelute.  The cost of the 50% interest was $52,590.  In
1998,  Desert Land presented the Company with a bill for  approximately  $42,000
for 50% of the improvements  made to the land. The Company agreed to repay these
costs as the lots were sold. On July 27, 1999 one of the four remaining lots was
sold for $55,500 resulting in a net profit of $6,746 to the Company. The payable
to Desert Land  Enterprises was reduced by $12,915 leaving a balance at December
31, 1999 of $14,279.

ITEM 3.           LEGAL PROCEEDINGS

         The Company is not currently involved in any litigation.

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

         None.



                                        2

<PAGE>



                                     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 was provided by Olsen,  Payne and Co. 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 28, 2000 the
Company had approximately 564 stockholders of record.

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

NASDAQ-OTC
                                            High                   Low
                                         Sales Price           Sales Price
         1999     First Quarter      $              .25    $              .25
                  Second Quarter                    .25                   .25
                  Third Quarter                     .25                  .228
                  Fourth Quarter                    .50                 .3125
         1998     First Quarter                   .1875                 .1875
                  Second Quarter                  .5625                 .1875
                  Third Quarter                     .25                   .25
                  Fourth Quarter                   .140                  .125

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

ITEM 6.           MANAGEMENTS DISCUSSION AND ANALYSIS

         a.       Plan of Operation.

         Since the sale of the Carwash business on October 20, 1998, the Company
has had no operating  business.  Comparing operating results from previous years
is not  meaningful.  Management of the Company has and will continue to evaluate
new business opportunities.

         In 1999,  the  Company  invested in  securities  and  achieved  greater
returns than if the monies were invested in the cash or cash equivalent  market.
For the year 2000,  the Company is restricted by the  Investment  Company Act of
1940 from making investments other than in cash or U.S.  Government  Securities.
Unless the Company is  successful  in  acquiring  or merging  into an  operating
business,  this restriction will result in lower earnings by the Company for the
year 2000. This will partially offset by a reduction of investment  expenses and
no further expenses from the sale of the carwash.

         On March 3, 2000,  the Company  announced  that it had  entered  into a
non-binding  letter  of  intent  to  acquire  all of the  outstanding  shares of
SunGlobe Fiber Systems Corporation ("SGFS"), a Delaware corporation.

         SGFS is  developing  the "Maya-1  fiber  Network",  which  combines the
technology of undersea fiber optic cable and communication  satellites to create
a seamless digital  Internet and telephony  delivery system  throughout  Central
America. The Maya-1 cable is scheduled to become operational in June of 2000 and
will be shared by SGFS and other major foreign and domestic Tier 1 International
Carriers.

                                        3

<PAGE>


         Under the terms of the agreement, SGFS shareholders will receive 51% of
the issued and outstanding shares of the combined companies.  The closing of the
transaction  is  dependent  on  satisfying  a number  of  conditions  precedent,
including each party completing its due diligence.

         b.       Management's  Discussion  and Analysis of Financial  Condition
                  and Results of Operations.

         As of December 31, 1999,  the Company had cash and cash  equivalents of
$421,046  compared to $623,408 as of December  31,  1998, a decrease of $201,362
(32%).  The  decrease  is  attributed  to a shift  from cash to U.S.  Government
Securities.

         Current  assets at  December  31, 1999 were  $2,041,904  as compared to
$1,967,709 as of December 31, 1998, an increase of $74,195 (4%). The increase is
attributed to net earnings from 1999.

         Current  liabilities  as of December 31, 1999 were $105,840 as compared
to $247,353 as of December 31, 1998 a decrease of $141,513  (57%).  The decrease
is  attributed  to the Company  having no  operating  business.  The Company was
presented  in  March,  2000  with a claim as  permitted  in the  Asset  Purchase
Agreement by and among Car Wash  Partners,  Inc. and TimeOne,  Inc.  dated as of
August 14,  1998,  as amended.  The amount has been  accrued for as December 31,
1999.  The Company  has no long- term  liabilities  as of  December  31, 1999 or
December 31, 1998.

         Stockholders' equity as of December 31, 1999 was $1,995,154 compared to
$1,798,310 as of December 31, 1998 and increase of $196,844 (11%).  The increase
is due to net income from sale of securities, interest and dividend income.

                                October 20, 1998

         On October 20, 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  throughout 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 Street, PMB 378
                           Henderson, Nevada 89014
                           (702) 456-8070

                                  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.

                                        4

<PAGE>



         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.

         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.

LIQUIDITY AND CAPITAL RESOURCES.

Operations.

         As of December 31, 1999, the Company's  working  capital was $1,936,064
and included cash and cash  equivalents of $421,046 as compared with  $1,720,356
in working  capital and  $622,408 in cash and cash  equivalents  at December 31,
1998.  During the two years  ended  December  31,  1999,  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 two
periods were $332,909 in 1999, and $2,937,806 in 1998.

Investing Activities.

         Net cash used by investing activities was $534,271 for 1999 compared to
net cash provided by investing  activities of $839,710 in 1998.  The primary use
of cash in 1999 and 1998 was purchase of securities.

Financing Activities.

         The cash used by the Company's financing  activities was $0 in 1999 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.



                                        5

<PAGE>



ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

                                 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..................................7

FINANCIAL STATEMENTS:

BALANCE SHEET -
December 31, 1999 ............................................8

STATEMENTS OF OPERATIONS -
years ended December 31, 1999 and 1998 .......................9

STATEMENTS OF STOCKHOLDERS' EQUITY -
years ended  December 31, 1999 and 1998 .....................10

STATEMENTS OF CASH FLOWS -
years ended  December 31, 1999 and 1998 .....................11

NOTES TO THE FINANCIAL STATEMENTS ...........................12



                                        6

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying  balance sheet of TimeOne,  Inc. (a development
stage  company)  as  of  December  31,  1999,  and  the  related  statements  of
operations,  stockholders'  equity,  and cash flows for the years ended December
31, 1999 and 1998.  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,
1999,  and the results of its  operations and its cash flows for the years ended
December 31, 1999 and 1998, in conformity  with  generally  accepted  accounting
principles.



                                                       Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
March 27, 2000


          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                       E-mail: smith&co@smithandcocpa.com
           Members: American Institute of Certified Public Accountants
               o Utah Association of Certified Public Accountants

                                        7

<PAGE>



                                  TIMEONE, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET



<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                                      1999
                                                                                -----------------
               ASSETS
               ------
CURRENT ASSETS:
<S>                                                                             <C>
              Cash                                                              $         421,046
              Accounts receivable - trade                                                     389
              U.S. Government securities, at market value (Note A)                      1,604,725
              Prepaid expenses and supplies                                                15,744
                                                                                -----------------

                                                       TOTAL CURRENT ASSETS             2,041,904

OTHER ASSETS
              Deposit                                                                       2,501
              Montana Land (Note C)                                                        56,589
                                                                                -----------------
                                                                                           59,090
                                                                                -----------------

                                                                                $       2,100,994
                                                                                =================

               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------
CURRENT LIABILITIES:
              Accounts payable and payroll and sales taxes                      $         105,840
                                                                                -----------------

                                                  TOTAL CURRENT LIABILITIES               105,840

STOCKHOLDERS' EQUITY:
              Capital stock, common, authorized 100,000,000
               shares of $0.0001 par value; issued and outstanding
               8,266,300 shares in 1999                                                       826
              Additional paid-in capital                                                1,229,336
              Retained earnings                                                           764,992
                                                                                -----------------

                                                 TOTAL STOCKHOLDERS' EQUITY             1,995,154
                                                                                -----------------

                                                                                $       2,100,994
                                                                                =================
</TABLE>



See Auditor's Report and Notes to Financial Statements.

                                        8

<PAGE>



                                  TIMEONE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                            -------------------------------------
                                                                  1999                1998
                                                            -----------------   -----------------
Revenues
<S>                                                         <C>                 <C>
              Gain (loss) on sale of securities             $         489,123   $         211,031
              Adjustment of securities to market                        6,678            (163,894)
              Gain on sale of property                                  6,746               5,315
              Loss on sale of equipment                                     0                   0
              Interest and dividends                                   46,018              14,570
              Other                                                       102                   0
                                                            -----------------   -----------------

                                  INCOME FROM CONTINUING
                                 OPERATIONS BEFORE TAXES              548,667              67,022

Administrative expense                                                320,175                   0
Income tax expense                                                      1,933              31,979
Interest expense                                                        9,529                   0
                                                            -----------------   -----------------

                                         NET INCOME FROM
                                   CONTINUING OPERATIONS              217,030              35,043

Discontinued operations-net of  income taxes
              Gain (loss) from discontinued operations
               net of income taxes of $0, $33,137, and
               $7,266 respectively                                    (20,186)           (369,432)
              Gain on disposition, net income taxes
               of $220,000, $0, and $0, respectively
                  Buffs-N-Puffs Car Wash                                    0             609,080
                                                            -----------------   -----------------

                                      INCOME (LOSS) FROM
                                 DISCONTINUED OPERATIONS              (20,186)            239,648
                                                            -----------------   -----------------

                                              NET INCOME    $         196,844   $         274,691
                                                            =================   =================

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

                                  TOTAL INCOME PER SHARE    $             .02   $             .03
                                                            =================   =================

Weighted average number of common
              shares used to compute net income
              per weighted average share                            8,226,300           8,354,900
                                                            =================   =================
</TABLE>

See Auditor's Report and Notes to Financial Statements.

                                        9

<PAGE>



                                  TIMEONE, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                     Additional
                                                         Common Stock                  Paid-in             Retained
                                              Shares               Amount              Capital             Earnings
                                        -----------------     ----------------    -----------------    -----------------
<S>                                     <C>                   <C>                 <C>                  <C>
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

Cancel Company stock                              (88,600)                  (9)                   9
Net income for
        year ended 12/31/99                                                                                      196,844
                                        -----------------     ----------------    -----------------    -----------------

Balances 12/31/99                               8,266,300     $            826    $       1,229,336    $         764,992
                                        =================     ================    =================    =================

</TABLE>

See Auditor's Report and Notes to Financial Statements.

                                       10

<PAGE>



                                  TIMEONE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                   ---------------------------------
                                                                         1999              1998
                                                                   ---------------    --------------
OPERATING ACTIVITIES
<S>                                                                <C>                <C>
     Net income                                                    $       196,844    $      274,691
     Adjustments to reconcile net income to net cash provided
        by operating activities:
           Depreciation and amortization                                         0           122,950
           Book value of assets sold                                             0         2,318,065
           Decrease in deferred tax asset                                        0            17,000
           Adjust securities to lower of cost or market                     (6,678)          163,894
     Changes in operating assets and liabilities:
           (Increase) decrease in receivables                              300,000          (248,718)
           (Increase) decrease in prepaid expense, supplies
               and deposits                                                (15,744)           50,425
           (Increase) decrease in inventory                                      0            26,300
           Increase (decrease) in accounts payable and
               payroll taxes payable                                        78,487            (6,801)
           (Decrease) Increase in income taxes payable                    (220,000)          220,000
                                                                   ---------------    --------------

                              NET CASH PROVIDED BY
                                             OPERATING ACTIVITIES          332,909         2,937,806

INVESTING ACTIVITIES
     Cost of securities sold                                                     0           551,752
     Purchase of securities                                               (553,135)       (1,368,599)
     Cost of land sold                                                      18,864                 0
     Purchase of property                                                        0           (22,863)
                                                                   ---------------    --------------

                                                  NET CASH (USED)
                                          BY INVESTING ACTIVITIES         (534,271)         (839,710)

FINANCING ACTIVITIES
     Repayment of loans and leases                                               0        (1,745,903)
                                                                   ---------------    --------------

                                           NET CASH (REQUIRED) BY
                                             FINANCING ACTIVITIES                0        (1,745,903)
                                                                   ---------------    --------------

INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                                 (201,362)          352,193
Cash and cash equivalents at beginning of year                             622,408           270,215
                                                                   ---------------    --------------

                                        CASH AND CASH EQUIVALENTS
                                                   AT END OF YEAR  $       421,046    $      622,408
                                                                   ===============    ==============

SUPPLEMENTAL INFORMATION
     Taxes paid                                                    $         1,933    $       14,979
     Interest paid                                                           9,529           203,814

</TABLE>


See Auditor's Report and Notes to Financial Statements.

                                       11

<PAGE>



                                  TIMEONE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                December 31, 1999


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

U.S. Government Securities
U.S.  Government  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, 1999, an increase of $6,678 was
made to adjust to market ($(163,894 decrease was made for 1998).

Income Taxes
No federal  income  taxes  were due for the year ended  December  31,  1999.  At
December 31, 1999, the Company had prepaid income taxes of $15,744.

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 - DEVELOPMENT STAGE COMPANY

The Company  re-entered the development stage on January 1, 1999, after the sale
of its sole operating activity "Buffs-N-Puffs" carwash.  Management is currently
seeking other business  opportunities  while earning the maximum return possible
on its cash and other liquid assets.

NOTE C - MONTANA LAND

In September,  1994, Daniel Pentelute,  the Majority stockholder of the Company,
purchased 21 acres of land in Montana. Three days later, the Company purchased a
50%  interest in the land from Mr.  Pentelute  at his cost (50%).  The other 50%
interest was  purchased by Desert Land  Enterprises  whose sole  stockholder  is
Daniel Pentelute. The cost of the 50% interest was $52,590. In 1998, Desert Land
presented  the  Company  with a bill for  approximately  $42,000  for 50% of the
improvements  made to the land.  The Company  agreed to repay these costs as the
lots were sold.  On July 27,  1999 one of the four  remaining  lots was sold for
$55,500  resulting  in a net  profit of $6,746 to the  Company.  The  payable to
Desert  Land was reduced by $12,915  leaving a balance at  December  31, 1999 of
$14,279.

NOTE D - 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.

NOTE E - SUBSEQUENT EVENTS

On March 3, 2000, the Company  signed a non-binding  letter of intent to acquire
all of the outstanding shares of SunGlobe Fiber Systems Corporation,  a Delaware
corporation.  The due diligence process is expected to be completed by April 30,
2000


                                       12

<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, resigned
                           March 13, 2000

                  (2)      Roy E. Molina,  CFO and Director,  appointed  October
                           20, 1998, President, appointed March 13, 2000

                  (3)      Yolanda  Oyler,  Secretary  and  Director,  appointed
                           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, 51, President and Director since October 20, 1998 and
resigned  March 13,  2000.  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.

         ROY MOLINA,  48,  Appointed  President March 13, 2000,  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,  47,  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.



                                       13

<PAGE>



                  (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 from October 20, 1998 to March
13, 2000, is the Company's largest and majority shareholder.

ITEM 10.          EXECUTIVE COMPENSATION

         None of the officers and directors of the Company received remuneration
in excess of $100,000 (One hundred thousand dollars) for the year ended December
31, 1999.

                               REMUNERATION TABLE

<TABLE>
<CAPTION>
                                                                               1999             2000
          NAME                               SERVING AS                    REMUNERATION        PROPOSAL
----------------------------      ----------------------------------   ----------------     -----------
<S>                               <C>                                  <C>                           <C>
Daniel F.  Pentelute              President, Director                  $             0*              0*
                                  October 1998 - March 13, 2000
Roy E.  Molina                    CFO, Director -October 1998                       0**             0**
                                  President - March 13, 20000
Yolanda Oyler                     Secretary, Director                         12,500***            0***
                                  since October 1998
</TABLE>

         *        Excludes  monthly  fee of $4,500  plus out of pocket  expenses
                  paid  per agreement  to  Desert  Land   Enterprises,   Inc.  a
                  corporation owned 100% by Daniel Pentelute (Also see Item 12).
                  For the year ended  December  31, 1999, a bonus of $25,000 was
                  accrued to Desert Land Enterprises, Inc.

         **       Excludes  monthly fee of $4,000 paid per  agreement  to Roy E.
                  Molina Certified Public  Accountant,  Inc. a corporation owned
                  100% by Roy E. Molina  (Also see Item 12).  For the year ended
                  December  31,  1999,  a bonus of $12,500 was accrued to Roy E.
                  Molina Certified Public Accountant, Inc.

         ***      Excludes   compensation   paid   (salary)   by   Desert   Land
                  Enterprises,   Inc.,  a  corporation   owned  100%  by  Daniel
                  Pentelute.  For the year ended  December  31, 1999, a bonus of
                  $12,500 was accrued to Yolanda Oyler.

                           Employee Stock Option Plan

         NONE.



                                       14

<PAGE>



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
                  MANAGEMENT

         (a)      Other than management indicated below, the Company knows of no
                  stockholders holding 5% or more of the Company's common stock.

         (b)      Security ownership of certain beneficial owners and management
                  as of March 28, 2000.

<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                                  4,910,862*                59.4%
                              631 N.  Stephanie Street, PMB 378
                              Henderson, NV 89014

                              Roy E. Molina                                                 0                    0
                              18818 Teller Avenue, #130
                              Irvine, CA 92612

                              Yolanda Olyer                                                 0                    0
                              631 N.  Stephanie Street, PMB 378
                              Henderson, NV 89014

                              All officers and Directors as a class                 4,910,862                59.4%
</TABLE>

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

         (c)      Changes in Control

                  The  Company  has entered  into a letter of intent  which,  if
         consummated, would result in a change of control. See Item 6.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)      Transactions with management and others.

                  Related Party Transactions.

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

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

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

                                       15

<PAGE>



         (b)      Certain Business Relationships.

                  See Item 12.

         (c)      Indebtedness of Management.

                  NONE.

         (d)      Transaction with promoters.

                  NONE.

ITEM 13.  EXHIBITS AND REPORTS ON  FORM 8-K

a.       Reports on Form 8-K.

         NONE.

b.       Exhibits

         Exhibit Number                     Description of Exhibit
                  10                Letter of Intent dated March 3, 2000 between
                                    TimeOne, Inc. and SunGlobe Fiber Systems
                                    Corporation


                                   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 4th day of April, 2000.
                                      TimeOne, Inc.


                                      By
                                               Roy E. Molina
                                               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, CFO, and Director     4/4/2000
Roy E. Molina

                           Secretary and Director           4/4/2000
Yolanda Oyler


                                       16

<PAGE>



Exhibit 10

                                  TimeOne, Inc.
                           631 North Stephanie Street
                               Henderson, NV 89104
                                  702-456-8070


March 3, 2000


Mr. Barry H. Pastemak
President
SunGlobe Fiber Systems Corporation
1550 Sawgrass Corporate Parkway, Suite 370
Sunrise, FL 33323


Dear Mr. Pastemak

         This letter of intent  sets forth the  understanding  of the  principal
terms  upon which  TimeOne,  Inc.  (TOI),  with  principal  address at 631 North
Stephanie Street, Henderson, Nevada 89014, proposes to acquire all of the issued
and  outstanding  shares of SunGlobe Fiber Systems  Corporation,  with principal
address at 1550 Sawgrass  Corporate  Parkway,  Suite 370, Sunrise Florida 33323,
("SGFS") in exchange for 51% of TOI after completion of a BUSINESS COMBINATION.
         1.       The BUSINESS  COMBINATION  shall be effected  either through a
                  merger,  a reverse  triangular  merger or such other  vehicles
                  that will provide tax-free  reorganization tax consequences to
                  the  SGFS  shareholders.  At the  conclusion  of the  Business
                  Combination,  the current TOI shareholders  shall collectively
                  own 49% of TOI and the shareholders of SGFS shall collectively
                  own 51% of TOI.  The  delivery  of  shares  to SGFS  shall  be
                  effected by new  issuances  of stock by TOI or the delivery of
                  shares  from  existing  TOI   shareholders  or  a  combination
                  thereof.
         2.       The terms and conditions of the proposed Business  Combination
                  are to be contained in the Definitive  Agreements,  which will
                  be satisfactory in all respects, in form and substance, to the
                  parties.  It is  anticipated  that the  Definitive  Agreements
                  will, among other things:

                  a.       Provide  that upon the  consummation  of the Business
                           Combination TOI will change its name to SGFS;
                  b.       Provide for the delivery of customary legal opinions,
                           closing certificates and other documents;
                  c.       Provide that each party shall be responsible  for its
                           own costs and expenses,  including  attorneys'  fees,
                           incurred   in   connection   with  the   transactions
                           comtemplated hereby;
                  d.       Provide that the officers and  directors of SGFS will
                           be  the   officers   and   directors   of  TOI   upon
                           consummation of the Business Compbination;
                  e.       Provide  that the parties and their  affiliates  will
                           cooperate in the  preparation  of, and  expeditiously
                           file or  provide,  any  information  to  governmental
                           authorities,  required to effectuate the transactions
                           contemplated hereby, and
                  f.       Terms of the purchase of TOI by the  shareholders  of
                           SGFS are as follows:

                           o        The  terms of any  purchase  of TOI stock by
                                    SGFS shareholders,  the registration  rights
                                    pertaining thereto and related matters shall
                                    be  negotiated  in good  faith and  mutually
                                    agreed upon in the Definitive Agreement.
                           o        SGFS   shall   provide   audited   financial
                                    statements  prepared in accordance with GAAP
                                    and Securities Regulation S-X.
                           o        Other terms and  conditions  relating to the
                                    transaction  e.g.  beneficiaries of the cash
                                    payment,  timing  parameters  etc.  shall be
                                    negotiated in good faith and mutually agreed
                                    upon prior to preparation  and  finalization
                                    of the Definitive Agreements.

                  g.       Provide  that the  consummation  of the  transactions
                           contemplated  hereby  will be subject  to  conditions
                           customary   in   transactions    similar   to   those
                           contemplated hereby,  including,  without limitation,
                           that (i) the representations and warranties contained
                           in the Definitive  Agreement will be true and correct
                           in all material respects as of the date they are made
                           and as of the closing  date,  (ii) the parties  shall
                           have obtained all necessary or desirable consents,

                                        1

<PAGE>



                           rulings  and  approvals  from  such  governmental  or
                           non-governmental   authorities  having   jurisdiction
                           including the Federal Communications  Commission, the
                           Securities  and  Exchange  Commission  and all  other
                           state  and  local  regulatory  agencies,   (iii)  the
                           parties shall have  obtained all  necessary  consents
                           pursuant to existing  agreements  or  instruments  by
                           which they may be bound;  and (iv) the parties  shall
                           have   compiled   with   all   requisite    corporate
                           procedures.

         3.       Public announcements  regarding the transactions  contemplated
                  hereby  will be made  only  with the  approval  of each  party
                  hereto,  except as may be required  under  applicable law (and
                  then  only  after  notice to the other  party,  to the  extent
                  possible).

         4.       (a) From the date  hereof  until the earlier of the closing of
                  the  transactions  comtemplated  hereby or the  termination of
                  negotiations  between the  parties,  the parties  (and,  their
                  designated  representatives)  will have  reasonable  access on
                  reasonable  advance notice through the personnel,  facilities,
                  officers  and to all  appropriate  books and  records  of each
                  other for purposes of conducting a due diligence investigation
                  with respect to the transactions contemplated hereby.
                  (b)  If  the   transactions   contemplated   hereby   are  not
                  consummated, the parties will return all documents,  including
                  originals  and all  copies  in their  possession,  which  were
                  obtained  hereunder  and maintain the  confidentiality  of any
                  information obtained hereunder in accordance with the terms of
                  paragraph 5.

         5.       In the course of the parties due diligence  investigation  and
                  discussions and  negotiations,  each party may disclose to the
                  other  certain  propriety,  confidential  or other  non-public
                  information (collectively,  the "Information") relating to its
                  respective   business,   the  proprietary,   confidential  and
                  non-public  nature of which information both parties desire to
                  maintain.  Except as herein  set  forth,  not party  shall (a)
                  reveal  or make  known to any  person,  firm,  corporation  or
                  entitiy  or (b)  utilize in its own  business  or (c) make any
                  other usage of, any  information  disclosed to it by the other
                  in connection  with the  discussions  and  negotiations  about
                  mentioned.  A party's  obligations with respect to any item of
                  information  disclosed  to it shall  terminate if that item of
                  information  becomes  disclosed  in  published  literature  or
                  otherwise becomes generally available to the public; provided,
                  however, that such public disclosure did not result,  directly
                  or indirectly,  from any act,  omission or fault of such party
                  with  respect  to that  item  of  information.  Further,  this
                  paragraph shall not apply to any item of information which (i)
                  was  independently  developed by such party without the use of
                  any  information  provided to such party,  (ii) at the time of
                  disclosure was already  generally  available to the public, or
                  (iii) at the time of disclosure  was already in the possession
                  of the party  intending to utilize the item of information and
                  was not acquired by such party,  directly or  indirectly,  for
                  the disclosing party under a  confidentiality  agreement.  All
                  parties agree that the  information  either it has received or
                  may receive  from any other party has been and will be used by
                  the  receiving  party  solely for the  limited  purpose of its
                  investigation  and evaluation of the other party in connection
                  with the potential Business Combination.
         6.       It is  understood  that this  letter  is merely a  non-binding
                  expression  of  intent,  subject  to  the  performance  of due
                  diligence  by both  parties,  and no  party  (nor any of their
                  affiliates)  will  have  any  binding   obligation   liability
                  hereunder  or  other  wise  with  respect  to the  transaction
                  contemplated  hereby, or any expenses related thereto,  except
                  for any  obligations or expenses  under  paragraph 4, 5, and 7
                  unless and until the  Definitive  Agreements are duly executed
                  and  delivered in a form  satisfactory  to both  parties,  and
                  thereafter  any binding  obligation or liability  will only be
                  pursuant to the terms of the Definitive Agreement.
         7.       Whether   not  the   transactions   contemplated   hereby  are
                  consummated  and  except as may be  specifically  agreed as to
                  particular  expenses,  each party  will pay its own  expenses,
                  including those of its accountants,  advisors, and counsel, in
                  connection with the transactions contemplated hereby. TimeOne,
                  Inc. will be responsible for any and all liabilities on behalf
                  of  the  other  party  for  any  brokerage  or  finders  fees,
                  including without  limitation the fees and expenses of Capital
                  Resources Group LLC, or other  compensation in connection with
                  the transactions contemplated hereby.
         8.       The parties hereto further acknowledge that (a) SunGlobe Fiber
                  Systems Corp.  has  disclosed to TimeOne,  Inc. that it has an
                  option  to   purchase   a  100%   interest   in   Island   Sun
                  Communications,  Corp.,  Campo Rico,  Puerto Rico (exhibit C);
                  and said option shall remain in force for a period of one year
                  from  February 28,  2000;  (b) TOI will have no less than $1.5
                  million  in  free  available  cash  upon  consummation  of the
                  BUSINESS COMBINATION.
         9.       This  letter may be  executed  in any number of  counterparts,
                  each of which  shall be deemed to be an  original,  but all of
                  which together shall constitute one and the same instrument.
         10.      This letter shall be governed by and  construed in  accordance
                  with the laws of the State of Nevada, without giving effect to
                  any conflicts of law principles.


                                        2

<PAGE>



                             ****Signature Page****

If the  foregoing  correctly  sets forth the  understanding  between us,  please
execute  this  letter and  enclosed  copies  and return  them to use at the same
address set forth above.
Very truly yours,

TimeOne, Inc.


By:
Roy Molina, Chief Financial Officer

Acknowledged by and agreed as of March 3, 2000
SunGlobe Fiber Systems, Corporation


By:
Barry Pastemak, President


                                        3