SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1999
COMMISSION FILE NO. 2-70345-NY.
TIMEONE, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0182534
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
631 North Stephanie Street, #378
Henderson, NV 89014
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(702) 456-8070
Former Address:
n/a
Former Name, Former Address, and Former Fiscal Year,
if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filled by Section 13 or 15(d) of the Securities Exchange Act during the
past 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.
(1) Yes: X No:
(2) Yes: X No:
Number of Shares Outstanding at the End of the Fiscal Quarter:
8,266,300 shares of common stock
(Indicate Number of Shares Outstanding of Each Class of Common
Stock as of the end of the Quarter)
Page 1 of 13 consecutively numbered pages.
1
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB
TimeOne, Inc., formerly known as Buffs-N-Puffs, ("Registrant" or
"Company") files herewith an unaudited balance sheet of the Registrant as of
March 31, 1999 and the related statements of income and cash flows for the three
month periods ended March 31, 1999 and 1998. The unaudited financial statements
included in this report on Form 10-QSB have been prepared by the Company and
have not been the subject of independent review. In the opinion of the
management of the Company, the financial statements fairly present the financial
condition of the Company.
2
<PAGE>
TimeOne, Inc.
Consolidated Balance Sheet
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31,
1999
------------------
Current Assets
<S> <C>
Cash $ 961,305
Receivables 389
Marketable Securities 1,165,707
------------------
Total Current Assets 2,127,401
Other Assets
Security Deposits 2,501
Montana Property 75,453
------------------
Total Other Assets 77,954
------------------
TOTAL ASSETS $ 2,205,355
==================
LIABILITIES & STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable $ 35,819
------------------
Total Current Liabilities 35,819
Stockholders Equity
Capital Stock, Common 826
Additional Paid-in Capital 1,229,336
Retained Earnings 939,374
------------------
Total Stockholders Equity 2,169,536
------------------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 2,205,355
==================
</TABLE>
3
<PAGE>
TimeOne, Inc.
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------------------ ------------------
Revenues
<S> <C> <C>
Gain on Sales of Securities $ 260,667 $ 86,544
Interest and Dividends 5,716 2,611
Miscellaneous income 103 10,072
Unrealized Gain on Securities 136,665 0
------------------ ------------------
Total Revenue 403,151 99,227
Costs and Expenses
Interest 6,516 0
Professional Fees 33,800 0
Legal 600 0
Office and Travel 12,384 0
------------------ ------------------
Total Costs and Expenses 53,300 0
------------------ ------------------
NET INCOME BEFORE TAXES 349,851 99,227
Income Taxes 0 0
------------------ ------------------
NET INCOME FROM CONTINUING OPERATIONS 349,851 99,227
NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS 21,375(1) (46,862)
------------------ ------------------
NET INCOME $ 371,226 $ 52,365
================== ==================
</TABLE>
(1) Adjustment to income taxes previously accrued.
4
<PAGE>
TimeOne, Inc.
Statement of Stockholders Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
------------------ ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1995 6,113,900 $ 611 $ 1,120,692 $ 121,417
Stock issued for assets 2,000,000 200 124,800
Restricted stock issued to employees 350,000 35 32,776
Net Income for year ended
December 31, 1996 107,831
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1996 8,463,900 846 1,278,268 229,248
Cancel Treasury stock (109,000) (11) (48,941)
Net Income for year ended
December 31, 1997 64,209
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1997 8,354,900 835 1,229,327 293,457
Net Income for year ended
December 31, 1998 274,691
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1998 8,354,900 835 1229,327 568,148
Cancel Company stock (88,600) (9) 9
Net Income for quarter ended
March 31, 1999 371,226
------------------ ----------------- ----------------- ------------------
Balances at March 31, 1999 8,266,300 $ 826 $ 1,229,336 $ 939,374
================== ================= ================= ==================
</TABLE>
5
<PAGE>
TimeOne, Inc.
Statement of Consolidated Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------------------ ------------------
Operating Activities
<S> <C> <C>
Net Income (Loss) $ 371,226 $ 52,365
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Joint Venture Income 0 (8,457)
Depreciation and Amortization 0 36,791
Unrealized Gain on Marketable Securities (136,665) 0
(Increase) Decrease in Receivables 300,000 12,532
Supplies and Deposits 0 (1,719)
(Increase) Decrease in Inventory 0 4,336
Increase (Decrease) in Accounts Payable and Payroll Tax 0 23,283
------------------ ------------------
Net Cash Provided By Operating Activities 534,561 119,131
Investing Activities
Cost of Securities Sold 1,368,279 87,409
Purchase of Securities (1,563,943) (252,884)
Joint Venture Distribution 0 63,073
Decrease in Deposits 0 425
------------------ ------------------
Net Cash Used By Investing Activities (195,664) (101,977)
Financing Activities
Repayment of Loans and Leases 0 (12,827)
------------------ ------------------
Net Cash Used By Financing Activities 0 (12,827)
Increase (Decrease) in Cash and Cash Equivalents 338,897 4,327
Cash and Cash Equivalents at Beginning of Period 622,408 270,215
------------------ ------------------
Cash and Cash Equivalents at End of Period $ 961,305 $ 274,542
================== ==================
</TABLE>
6
<PAGE>
TimeOne, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE A - Summary of Significant Accounting Policies
Revenue Recognition
Interest income is accrued as earned. Gains or losses on the sale of securities
are recorded as of the trade date.
Depreciation
Depreciation on office equipment and furniture is provided over the estimated
useful life of five to ten years using an accelerated method and depreciation on
the office building is being provided over the estimated useful life of 30 to
31.5 years using the straight line method.
Marketable Securities
Marketable securities, as a group, are carried at market value in accordance
with FAS #115. Prior to January 1, 1994, the securities were carried at the
lower of cost or market. At March 31, 1999, an increase of $136,665 was made to
adjust to market.
Income Taxes
Federal income taxes in the amount of $198,625 were due for the year ended
December 31, 1998. Those taxes were paid during the quarter ended March 31,
1999. Due to the variable nature of the stock valuations, no accrual has been
made for the quarter.
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 - DEFERRED TAX ASSET
In February, 1992, the Financial Account Standards board adopted Statement of
Financial Accounting Standards No. 109 Accounting for Income Taxes, which
supersedes substantially all existing authoritive 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.
NOTE C - RECEIVABLES
Receivables at March 31, 1999 and 1998 consisted of the following:
March 31,
1999 1998
Trade accounts receivable $ 389 $ 39,139
========= ==========
7
<PAGE>
TimeOne, Inc.
Notes to Consolidated Financial Statements (continued)
(Unaudited)
NOTE D - 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.
8
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
OPERATING RESULTS
Changes in Financial Condition
As of March 31, 1999, the Company had current assets of $2,127,401 compared to
$1,967,709 as of December 31, 1998. Cash increased $338,897 from $622,408 as of
December 31, 1998 to $961,305 as of March 31, 1999. This increase is due to the
sales of marketable securities and collection of receivables. Current
liabilities decreased $211,534 from $247,353 as of December 31, 1998 to $35,819
as of March 31, 1999. The decrease is due to payment of income taxes.
Changes In The Results of Operations
The Company is no longer in the carwash business, so comparing operating results
from previous quarters are not meaningful. The Company currently derives all
revenue from sales of securities, interest, and dividends earned. The Company's
revenues for the period ending March 31, 1999 were $403,151.
The Company had incurred costs and expenses of $53,300 for the three months
ended March 31, 1999. The majority of these expenses consisted of office
expenses, travel, and consulting fees
The Company posted a net income of $371,226 for the three months ended March 31,
1999. Net income per share was $.05 for the quarter.
As of March 31, 1999, the Company had cash and equivalents of $961,305. The
current ratio as of March 31, 1999 was 59.39. Long-term liabilities were $0 as
of March 31, 1999.
Management will continue to keep the Company's assets in liquid form such as
cash, money market funds, and marketable securities. Management is currently
evaluating other business opportunities.
PART II.
ITEM 1. LEGAL PROCEEDINGS
During the reporting period the Company was not party to any legal proceedings.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Registrant has no securities which are reportable under this item.
ITEM 4. MATTERS SUBMITTED TO A VOTE OF THE COMPANY'S SHAREHOLDERS
No matters were submitted to a vote of the Company's shareholders during this
quarter.
9
<PAGE>
ITEM 5. OTHER MATTERS
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.
SIGNATURE
Pursuant to the requirements 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.
TimeOne, Inc.
Date: May 11, 1999 By:
---------------------------------------
Yolanda Oyler
Secretary and Director
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
TimeOne, Inc. March 31, 1999 financial statements and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000350133
<NAME> TimeOne, Inc.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 961,305
<SECURITIES> 1,165,707
<RECEIVABLES> 389
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,127,401
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,205,355
<CURRENT-LIABILITIES> 35,819
<BONDS> 0
0
0
<COMMON> 826
<OTHER-SE> 2,168,710
<TOTAL-LIABILITY-AND-EQUITY> 2,169,536
<SALES> 260,667
<TOTAL-REVENUES> 403,151
<CGS> 0
<TOTAL-COSTS> 53,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,516
<INCOME-PRETAX> 349,851
<INCOME-TAX> 0
<INCOME-CONTINUING> 349,851
<DISCONTINUED> 21,375
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 371,226
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
