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 JUNE 30, 1997
                         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)

                             6500 South State Street
                             Murray, Utah 84107-7219
                    (Address of Principal Executive Offices)

               Registrant's Telephone Number, including Area Code:
                                 (801) 268-9280

                                 Former Address:
                                       n/a
              Former Name, Former Address, and Former Fiscal Year,
                          if changed since last report

                               Buffs-N-Puffs, Ltd.
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:
                        8,354,900 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 11 consecutively numbered pages.


                                        1

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION


                  ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB

         TimeOne,  Inc.  ("Registrant" or "Company") files herewith an unaudited
balance sheet of the  Registrant as of June 30, 1997 and the related  statements
of income and cash flows for the three and six month periods ended June 30, 1997
and June 30, 1996 . 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
<TABLE>
<CAPTION>

ASSETS
                                                                                                 June 30, 1997
                                                                                             -------------------
Current Assets
<S>                                                                                          <C>                
   Cash                                                                                      $           243,107
   Receivables (Note E)                                                                                  192,020
   Marketable Securities (Note A)                                                                        341,028
   Inventory (Note A)                                                                                     20,485
   Prepaid Expenses & Supplies                                                                            61,649
                                                                                             -------------------
                                                                    Total Current Assets                 858,289
Property, Plant and Equipment (at cost)
   Building Improvements                                                                                 202,691
   Building                                                                                            1,494,000
   Furniture, Fixtures & Equipment                                                                       941,005
   Land                                                                                                  581,000
                                                                                             -------------------
                                                                                                       3,218,696
   Less Accumulated Depreciation                                                                        (795,015)
                                                                                             -------------------
                                                     Total Property, Plant and Equipment               2,423,681
Other Assets
   Startup Costs                                                                                          15,305
   Deposit                                                                                                 1,433
   Montana Property                                                                                       52,590
   Deferred Tax Asset                                                                                     93,400
                                                                                             -------------------
                                                                      Total Other Assets                 162,728
                                                                                             -------------------
                                                                            TOTAL ASSETS     $         3,444,698
                                                                                             ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable, Payroll and Sales Tax                                                   $            73,351
   Loan Payable                                                                                          153,637
   Loans Payable - Related Parties                                                                           163
                                                                                             -------------------
                                                               Total Current Liabilities                 227,151
Long-Term Liabilities                                                                                  1,615,257
                                                                                             -------------------
                                                                       Total Liabilities               1,842,408
Stockholders' Equity
   Capital Stock, Common                                                                                     846
   Additional Paid-In Capital                                                                          1,278,268
   Retained Earnings                                                                                     372,128
                                                                                             -------------------
                                                                                                       1,651,242
   Less Treasury Stock (109,000 shares)                                                                  (48,952)
                                                                                             -------------------
                                                              Total Stockholders' Equity               1,602,290
                                                                                             -------------------

                                              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $         3,444,698
                                                                                             ===================
</TABLE>


                                        3

<PAGE>



                                  TimeOne, Inc.

                      Consolidated Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      For the three months ended      For the six months ended
                                                               June 30,                       June 30,
                                                     -----------------------------  ----------------------------
                                                          1997           1996           1997            1996
                                                     -------------   -------------  -------------  -------------
REVENUES
<S>                                                  <C>             <C>            <C>            <C>          
   Car Wash                                          $     362,842   $     390,257  $     694,046  $     733,534
   Boutique - Net                                            6,814           8,703         12,708         15,779
   Fuel Sales - Net                                          3,548           4,424          7,058          9,270
   Carpet Express Equipment - Net                               16             225             16            627
   Discounts                                                (3,066)         (2,835)        (5,994)        (4,935)
                                                     -------------   -------------  -------------  -------------
                                     TOTAL REVENUES        370,154         400,774        707,834        754,275

COSTS AND EXPENSES
   Salaries, Labor and Commissions                         166,208         175,958        325,745        326,243
   Taxes and Benefits                                       27,193          22,969         57,341         48,762
   Interest and Credit Card Fees                            49,116          56,887        104,175         75,222
   Travel, Auto, Promotional and Advertising                 7,382           8,749         12,190         14,060
   Office, Telephone, Printing and Supplies                 40,939          41,189         81,451         76,763
   Utilities, Maintenance, Rent and Insurance               32,738          21,920         66,638         64,277
   Depreciation and Amortization                            35,143          25,832         71,875         51,390
   Professional Fees and Other                              29,637          18,551         62,307         41,413
                                                     -------------   -------------  -------------  -------------
                           TOTAL COSTS AND EXPENSES        388,356         372,055        781,722        698,130
                                                     -------------   -------------  -------------  -------------
   Net Income (Loss) before Other Income                   (18,202)         28,719        (73,888)        56,145

Contract Services and Miscellaneous                          6,056           1,533         (1,413)         2,432
Interest and Dividends                                       2,913             928          9,964          2,483
Gain on Property Sale                                      213,315               0        213,315              0
Gain (Loss) on Sale of Securities                                0          17,752         (2,673)        36,543
                                                     -------------   -------------  -------------  -------------
                                                           222,284          20,213        219,193         41,458

Income Taxes                                                (2,425)           (100)        (2,425)          (100)
                                                     -------------   -------------  -------------  -------------

                                         NET INCOME  $     201,657   $      48,832  $     142,880  $      97,503
                                                     =============   =============  =============  =============

                               NET INCOME PER SHARE  $         .02   $           0  $         .02  $         .01
                                                     =============   =============  =============  =============
</TABLE>


                                        4

<PAGE>



                                  TimeOne, Inc.

                  Consolidated Statement of Stockholders Equity
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                     Additional       Retained
                                                             Common Stock              Paid-In        Earnings
                                                         Shares         Amount         Capital        (Deficit)
                                                     -------------   -------------  -------------  -------------
<S>                                                  <C>             <C>            <C>            <C>         
Balances 12/31/93                                        6,113,900   $         611  $   1,120,692  $    (122,044)
   Net income for year ended 12/31/94                                                                    109,604
                                                     -------------   -------------  -------------  -------------

Balances 12/31/94                                        6,113,900             611      1,120,692        (12,440)
   Net income for year ended 12/31/95                                                                    133,857
                                                     -------------   -------------  -------------  -------------

Balances 12/31/95                                        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 12/31/96                                                                    107,831
                                                     -------------   -------------  -------------  -------------

Balances 12/31/96                                        8,463,900             846      1,278,268        229,248
   Net Income for six months ended 6/30/97                                                               142,880
                                                     -------------   -------------  -------------  -------------

Balances 6/30/97                                         8,463,900   $         846  $   1,278,268  $     372,128
                                                     =============   =============  =============  =============
</TABLE>


                                        5

<PAGE>



                                  TimeOne, Inc.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      For the three months ended      For the six months ended
                                                               June 30,                       June 30,
                                                     -----------------------------  ----------------------------
                                                          1997           1996           1997            1996
                                                     -------------   -------------  -------------  -------------
OPERATING ACTIVITIES
<S>                                                  <C>             <C>            <C>            <C>          
   Net Income                                        $     201,657   $      48,832  $     142,880  $      97,503

   Adjustments  to  reconcile  net  income  
     to net cash  provided  by  operating
     activities:
       Sale of West Valley Property                       (213,315)              0       (213,315)             0
       Write off Obsolete Assets                                 0               0          8,895              0
       Depreciation and Amortization                        35,143          25,832         71,875         51,390
       Change in Current Assets and Liabilities:
         Receivables                                       (25,050)         (4,525)       (26,298)       (16,194)
         Prepaid Expenses, Supplies and
           Deposits                                        (14,368)         (6,345)       (10,570)       (37,197)
         Inventory                                           1,905          (1,347)        (1,651)         6,446
         Accounts Payable and Payroll
            Tax Payable                                    (39,886)         11,456         18,559         23,959
                                                     -------------   -------------  -------------  -------------

                        NET CASH PROVIDED (USED) BY
                               OPERATING ACTIVITIES        (53,914)         73,903         (9,625)       125,907

INVESTING ACTIVITIES
   Sale of West Valley Property                            549,400               0        549,400              0
   Land Purchase                                                 0               0              0       (581,000)
   Cost of Securities Sold                                       0          18,159          8,273        117,469
   Purchase of Securities                                        0         (15,374)        (6,069)      (137,935)
   Purchase of Property and Equipment                       (1,874)         (6,070)       (82,448)    (1,502,071)
   Decrease in Deposits                                          0               0              0          2,932
                                                     -------------   -------------  -------------  -------------

                        NET CASH PROVIDED (USED) BY
                               INVESTING ACTIVITIES        547,526          (3,285)       469,156     (2,100,605)

FINANCING ACTIVITIES
   Increase in Long-Term Debt                                    0           3,727              0      1,953,727
   Issue Common Stock                                            0               0              0        125,000
   Repayment of Loans and Leases                          (230,223)        (13,003)      (291,920)       (52,562)
   Sale of West Valley Property                           (150,000)              0       (150,000)             0
                                                     -------------   -------------  -------------  -------------

                        NET CASH PROVIDED (USED) BY
                                FINANCING ACTIVITES       (380,223)         (9,276)      (441,920)     2,026,165
                                                     -------------   -------------  -------------  -------------

INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                        113,389          61,342         17,611         51,467

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                     129,718         167,211        225,496        177,086
                                                     -------------   -------------  -------------  -------------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                     $     243,107   $     228,553  $     243,107  $     228,553
                                                     =============   =============  =============  =============
</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 December  31, 1996, a decrease
      of $31,519  was made to adjust to market  ($10,207  increase  was made for
      1995 and $9,666 decrease was made for 1994).

      Income Taxes
      No federal  income taxes were due for the year ended December 31, 1996. At
      December  31, 1996,  the Company had unused  general  business  credits of
      $7,844  which  expire in 1998 thru 2000,  and  contributions  carryover of
      $32,524,  expiring in 1998  through  2001.  The Company has a capital loss
      carryover  of $14,340  which  expires in 1997.  The Company also has a net
      operating loss carryover which, if not used, will expire as follows:

        Year Ended                                Amount      Expiration Date
        ------------                            ---------     ---------------
        December 31, 1990                        $299,501      12/31/2005
        December 31, 1991                         123,837      12/31/2006
                                                ---------
                                                 $423,338
                                                =========
      Inventory  consists  of items  for sale and use in the  operations  of the
      carwash.  Inventory is recorded at 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.

      NOTE B - COMMITMENTS

      The company is also obligated  under a maintenance  contract on its signs.
      The  contract  was signed to be  effective in January of 1996 and is three
      years in length with monthly payments of $789.

      NOTE C - LOANS PAYABLE

      On March 26, 1996 the Company  entered  into an  agreement  with Daniel F.
      Pentelute,  to purchase the carwash  buildings and land.  The company took
      out a mortgage of $1,800,000 and a line of credit of $150,000. In addition
      2,000,000  shares of stock were issued to Mr.  Pentelute at a price of 1/8
      or $125,000.  The total purchase price was $2,075,000.  The purchase price
      was  below  the  appraised  value  of  2,400,000   actual  and  $3,600,000
      replacement cost. The loan agreements were signed with Bank One, Utah. The
      1,800,000  loan  is a 20 year  amortization  with a 5 year  call at  8.26%
      interest. The line of credit is a 1 year renewable term at 8.25% interest.
      During  March 1997 the  Company  repaid  $50,000 of the line of credit and
      extended the line until June of 1997.  In May 1997 the Company  repaid the
      $100,000  remaining  balance on the line of credit.  Also, in May 1997 the
      Company  paid  the  balance  due on  the G.  Phillip  Condie  loan.  These
      obligations  were repaid out of proceeds  from the sale of the West Valley
      property.

                                        7

<PAGE>
      NOTE C - LOANS PAYABLE (continued)
<TABLE>
<CAPTION>
                                                  Interest                 1997                           1996
                                                               ----------------------------   ----------------------------
                                                    Rate          Current        Long-term    Current        Long-term
                                                -------------  -------------  -------------   -------------  -------------
               <S>                              <C>            <C>            <C>             <C>            <C>          
               G. Phillip Condie                         7.50  $           0  $           0   $      50,000  $      95,000
               Escrow Services                           9.50          5,000          9,606           4,631         16,675
               Dan Pentelute                       8.75-10.50            163              0             163              0
               Bank One                                  8.26         47,417      1,706,871         185,843      1,614,157
               Bank One                                  8.25              0              0         150,000              0
                                                               -------------  -------------   -------------  -------------
                                                               $      52,580  $   1,716,477   $     390,637  $   1,725,832
                                                               =============  =============   =============  =============
</TABLE>

      Scheduled principal reductions for the next five years are as follows:

      12/31/97                           $         152,580
      12/31/98                                     168,986
      12/31/99                                      48,195
      12/31/2000                                    52,331
      Thereafter                                 1,346,965
                                         -----------------
                                         $       1,769,057
                                         =================

      NOTE D - 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 E - RECEIVABLES

      Receivables at June 30, 1997 and 1996 consisted of the following:

                                              June 30,             June 30,
                                                1997                 1996
                                        -----------------     ----------------
               Trade receivables        $          42,020     $         32,435
               Note receivable                    150,000                    0
                                        -----------------     ----------------
                                        $         192,020     $         32,435
                                        =================     ================

      A note  receivable  for  $150,000  due  November  1997  from John Park and
      Associates,  relating to the sale of the West Valley property makes up the
      large increase in receivables.

      NOTE F - START-UP COSTS

      These are costs associated with development of the carwash.  The costs are
      being amortized, depreciated or expensed. The costs include travel to view
      other  carwashes,   equipment,  inventory,  legal  fees  for  patents  and
      trademarks, etc. During 1994 and 1995 the Company spent $25,900 associated
      with property being held for development into a second carwash  operation.
      These  costs were  written  off when the West  Valley land was sold in May
      1997.

      NOTE G - 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.  It is  anticipated  that the Company  will be able to sell the
      land in the future at a substantial profit.

                                        8

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                OPERATING RESULTS.

      Changes in Financial Condition
      At June  30,1997 the Company  had current  assets of $858,289  compared to
      $654,363 as of December  31, 1996.  Receivables  increased  $175,779  from
      $16,241 as of  December  31, 1996 to  $192,020  as of June  30,1997.  This
      increase is due to credit card receivables and a note receivable  relating
      to the sale of the West Valley  property.  Current  liabilities  decreased
      $31,440  from  $258,591 as of December 31, 1996 to $227,151 as of June 30,
      1997. This decrease is mainly due to paying off the line of credit and the
      loan on the West Valley property.  Inventory increased $1,651 from $18,834
      as of December 31, 1996 to $20,485 as of June 30, 1997.

      Changes in Results of Operations
      Carwash  volume  decreased  2,356 cars from 26,220 for the 3 month  period
      ended June 30,  1996 to 23,864 for the same  period  ended June 30,  1997.
      Volume  reduction is weather related,  and due to major road  construction
      altering normal travel.

      Revenue for the 3 month period  ended June 30, 1997 was $370,154  compared
      to revenue of $400,774 for the same period ended June 30, 1996, a decrease
      of $30,620, or 7.6%.

      During the 3 months ended June 30, 1997 costs and expenses  were  $388,356
      compared to $372,055 for the same period ended June 30, 1996,  an increase
      of $16,301 or 4.4%.  The increases are mainly due to higher  depreciation,
      interest  costs and higher  utility  expense  relating  to  equipment  and
      building purchases in previous quarters.

      For the 3 months  ended  June  30,  1997 the  Company  posted a profit  of
      $201,657  compared to a profit of $48,832  for the same period  ended June
      30,  1996,  an increase of $152,825 or 312%.  This  increase is due to the
      sale of the West Valley property.  For the six month period ended June 30,
      1997 the  Company  posted a profit  of  $142,880  compared  to a profit of
      $97,503 for the same six month period ended June 30, 1996,  an increase of
      $45,377 or 46.5%. This increase is also due to the sale of the West Valley
      property.  Net  earnings  per share  were .02 for the  period  ended  June
      30,1997.

      As of June 30, 1997 cash and cash  equivalents  were $243,107  compared to
      $228,553 as of June 30, 1996.

      The current ratio as of June 30, 1997 was 3.78 compared to 1.24 as of June
      30, 1996.

      Management is confident  that  sufficient  working  capital exists for its
      operations.

                                    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.


                                        9

<PAGE>



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.

ITEM 5.       OTHER INFORMATION

In May of 1997 the  Company  sold  the West  Valley  Property  to John  Park and
Associates.  The land was sold for  $555,000.  The  Company  is  holding  a note
payable of $150,000 due  September of 1997. In addition the Company is receiving
approximately  $1,100 per month in interest until the note is paid.  Proceeds of
the sale went to pay down existing debt,  including the Condie loan and the Bank
One line of credit. Additional monies were placed into money market accounts.

On June 18,1997  shareholders  representing  5,080,900 shares of the outstanding
8,354,900 common shares of Buffs-N-Puffs, Ltd. agreed, without meeting, to amend
the  Company's  articles of  incorporation  to change the name of the company to
TimeOne,  Inc. The amendment to the Company's  articles of incorporation  became
effective July 24, 1997.

On July 28,  1997,  the Company  signed a joint  venture  agreement  with Lubeco
Management,  Inc. a Delaware  corporation,  to develop  and operate a Q-Lube oil
change  center.  The Company and Lubeco each own 50% of the joint  venture.  The
Company will provide the land and Lubeco the building, to the joint venture on a
lease basis. Each party will also provide $50,000 in operating capital.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

None


                                       10

<PAGE>


                                   SIGNATURES


   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.



                                     By: /s/Alan R. Theis
                                        ------------------------------
                                          Alan R.Theis
                                          On Behalf of the Registrant
                                          and as Secretary/Treasurer
                                          and Vice President


Dated August 12, 1997


                                       11