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

                                  FORM 10-KSB/A
                                   (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                (IRS Employer ID Number)
jurisdiction of 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.

      8,266,300 shares common stock par value $0.0001 as of March 29, 1999
                                (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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This amended  filing is to correct the number of shares  outstanding as of March
29, 1999.  Originally reported as 8,354,900 shares, the correct number of shares
outstanding at that date was 8,266,300.

                                   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 28th day of April, 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             28 April, 1999
Daniel F. Pentelute


                           CFO and Director                   28 April, 1999
Roy E. Molina


                           Secretary and Director             28 April, 1999
Yolanda Oyler