SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest report) October 23, 1998
Commission File Number 2-70345-NY
TimeOne, Inc.
(Exact name of registrant as specified in its charter)
Former name of registrant BUFFS-N-PUFFS, INC. FKA PUBCOA, INC.
Nevada 87-0365906
(State or other jurisdiction of (IRS Employer ID Number)
incorporation of organization)
631 North Stephanie Street., #378
Henderson, Nevada 89014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 456-8070
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ITEM 1. CHANGES AND CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 20, 1998, the Company sold all of its car wash assets to CWP West
Corp., a Delaware corporation ("the Buyer"), for $3,160,000 cash, subject to
certain adjustments. The purchase price was arrived at after several months of
arms length negotiations between the Company and the Buyer's parent, Cash Wash
Partners, Inc. of Bedford, Massachusetts. No affiliation exists between Buyer or
its parent and the Company, its officer and directors, or the controlling
shareholder of the Company. The assets conveyed included the Company's real
property and buildings located at 6500 South State Street, Salt Lake City, Utah;
all car wash equipment, inventory, supplies, office equipment, and furniture at
that location; all trademarks, trade names, services marks, or other
intellectual property used in connection with the car wash business; the
Company's interest in Buffs-N-Puffs/Lubeco LC, the operator of a Q- Lube
business located on the aforementioned property; goodwill; customer and vendor
lists; and other miscellaneous assets. The Company was responsible for paying
all accounts payable, payroll and payroll taxes, sales taxes, and other expenses
until October 20th, as well as delivering good, non-encumbered title to the real
property and other assets.
After payment of the encumbrances underlying the real property, buildings,
equipment, and other assets conveyed and the closing costs involved, the Company
netted approximately $1,404,000 cash. This sale included all of the operating
assets of the Company. After the sale, the Company's assets consist of cash,
marketable securities, miscellaneous receivables, prepaid expenses and deposits,
and a 1/2 interest in land in Montana. Its liabilities consist of outstanding
accounts payable, sales taxes payable, and payroll taxes payable. It is unknown
at this time as to the tax consequences of the sale, the terms of which are
being reviewed by the Company's tax advisors.
After this sale, the Company has no operations and is presently evaluating other
business areas to pursue, either through acquisition of an existing business or
entry into another business area. Until such a decision is made, the Company
intends to maintain its assets in liquid form such as cash, money market
instruments, or marketable securities.
ITEM 3. BANKRUPTCY RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIED ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
The Company has moved its corporate offices from 6500 South State Street,
Murray, Utah to 631 North Stephanie Street, #378, Henderson, Nevada 89014 and
has changed its corporate telephone number to (702) 456-8070.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Subsequent to the aforementioned sale, all of the officers and directors of the
Company resigned, and a new Board of Directors and Officers were appointed. The
Board of Directors presently consists of Daniel F. Pentelute, Roy Molina, and
Yolanda Oyler. The officers are as follows:
Daniel F. Pentelute - President and CEO
Roy Molina - Vice President, Treasurer, and CFO
Yolanda Oyler - Secretary
None of the officers and directors, who resigned, did such for any negative
reasons nor did any file any resignation letter with the Company indicating any
disagreements with the actions of the Company. Each of the officers and
directors of the Company, with the exception of W. Sterling Mason, Jr., have
been in the past, and plan to continue in the future, in the car wash industry.
However, each indicated that, since the Company was no longer going to be in the
car wash business, there was nothing that they could contribute to the future of
the Company and that the Company needed new Directors and Officers. Mr. Mason,
because of certain time constraints, indicated that he did not feel that he
could devote the time to continue as a director, but will continue to provide
legal advice to the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION AND
EXHIBITS
NONE
ITEM 8. CHANGE IN FISCAL YEAR
NONE
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
NONE
Pursuant to the requirement of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated this 23rd day of October, 1998.
TimeOne, Inc.
By:
Yolanda Oyler, Secretary and Director
