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 SEPTEMBER 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 Adress:
                                       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 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.

                           (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 14 consecutively numbered pages.



<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

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








<PAGE>



                                  TimeOne, Inc.

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
                                        September 30,
                                             1997
                                       ----------------
   Cash                                        $235,151
   Accounts Receivable                          165,706
   Inventory                                     18,806
   Marketable Securities                        339,406
   Prepaid Expenses & Supplies                   60,249
                                       ----------------

      Total Current Assets                      819,318

PROPERTY, PLANT AND EQUIPMENT (at cost)
   Building Improvements                        202,691
   Building                                   1,494,000
   Furniture, Fixtures, & Equipment             943,108
   Land                                         581,000
                                       ----------------
                                              3,220,799

   Less Accumulated Depreciation               (828,697)
                                       ----------------

      Total Property, Plant & Equipment       2,392,102

OTHER ASSETS
   Startup Costs                                 13,913
   Deposit                                        2,501
   Montana Property                              52,590
   Q-Lube Joint Venture                          62,663
   Deferred Tax Asset                            93,400
                                       ----------------

        Total Other Assets                      225,067
                                       ----------------

        TOTAL ASSETS                   $      3,436,487
                                       ================

<PAGE>



                                  TimeOne, Inc.

                           Consolidated Balance Sheet
                                   (Unaudited)

                       LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
                                                September 30,
                                                    1997
                                               ---------------
   Accounts Payable, Payroll and Sales Tax     $        79,446
   Loans Payable                                       190,843
   Loans Payable - Related Parties                         163
                                               ---------------
        Total Current Liabilities                      270,452

LONG TERM LIABILITIES
   Loans Payable - Bank One                          1,566,471
                                               ---------------

        Total Long Term Liabilities                  1,566,471
                                               ---------------

                Total Liabilities                    1,836,923

STOCKHOLDERS EQUITY
Common Stock                                               846
Additional paid in capital                           1,278,268
Retained Earnings                                      369,402
                                               ---------------
                                                     1,648,516

Less Treasury Stock                                    (48,952)
                                               ---------------
                                                     1,599,564
                                               ---------------

    TOTAL LIABILITY AND STOCKHOLDERS EQUITY    $     3,436,487
                                               ===============


<PAGE>



                                  TimeOne, Inc.

                      Consolidated Statement of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                     For Three Months Ended       For Nine Months Ended
                                                      September   September       September    September
REVENUES:                                             30, 1997     30, 1996       30, 1997      30, 1996
                                                    -----------  -----------    -----------   -----------
<S>                                                 <C>          <C>            <C>           <C>        
       Car Wash                                     $   370,129  $   411,299    $ 1,064,175   $ 1,144,833
       Boutique - Net                                     5,180        5,770         17,888        21,549
       Fuel Sales - Net                                   4,342        5,089         11,400        14,359
       Carpet Express Equipment                               0          (27)            16           600
       Discounts                                         (3,150)      (3,151)        (9,144)       (8,086)
                                                    -----------  -----------    -----------   -----------
              TOTAL REVENUES                            376,501      418,980      1,084,335     1,173,255

COSTS AND EXPENSES:
       Salaries, Labor and Commissions                  177,027      181,777        502,772       508,020
       Taxes and Benefits                                28,507       28,488         85,848        77,250
       Interest and Credit Card Fees                     48,923       58,069        153,098       133,291
       Travel, Auto, Promotion, Advertise                 4,723        5,208        16, 913        19,268
       Office, Telephone, Supplies, Print                46,723       44,708        128,174       121,471
       Utilities, Insurance, Maintenance                 36,140       25,681        102,778        89,958
       Depreciation and Amortization                     35,392       26,673        107,267        78,063
       Professional Fees and Other                       22,797       28,872         85,104        70,285
                                                    -----------  -----------    -----------   -----------
              TOTAL COSTS AND EXPENSES                  400,232      399,476      1,181,954     1,097,606
                                                    -----------  -----------    -----------   -----------

              Net Operational Income                    (23,731)      19,504        (97,619)       75,649

Contract Services and Miscellaneous                       4,076         (363)         2,663         2,069
Interest and Dividends                                    3,588        1,994         13,552         4,477
Gain (Loss) on Sale of Securities                           679       42,687         (1,994)       79,230
Gain on Property Sale                                         0            0        213,315             0
Q Lube Joint Venture Income                              12,663            0         12,663             0
                                                    -----------  -----------    -----------   -----------
              TOTAL OTHER REVENUE                        21,006       44,318        240,199        85,776
                                                    -----------  -----------    -----------   -----------
Net Income Before Taxes                                  (2,725)      63,822        142,580       161,425
Income Taxes                                                  0            0          2,425           100
                                                    -----------  -----------    -----------   -----------
NET INCOME                                          $    (2,725) $    63,822    $   140,155   $   161,325
                                                    ===========  ===========    ===========   ===========
NET INCOME PER SHARE                                $       NIL  $       NIL    $       .01   $       .01
                                                    ===========  ===========    ===========   ===========
</TABLE>


<PAGE>



                                  TimeOne, Inc.
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       For Three Months Ended                   For Nine Months Ended
                                                     September         September            September         September
OPERATING ACTIVITIES:                                 30, 1997          30, 1996             30, 1997          30, 1996
---------------------                                 --------          --------             --------          --------

<S>                                                   <C>                <C>                 <C>               <C>     
       Net Income                                     $ (2,725)          $63,822             $140,155          $161,325
       Adjustments to reconcile net income
       (loss) to net cash provided by operating
       activities:
       Sale of West Valley Property                          0                 0             (213,315)                0
       Depreciation and Amortization                    35,392            26,673              107,267            78,063
       (Increase) Decrease in Receivables               26,314             3,883                   16           (12,311)
       (Increase) Decrease in Pre-Paid                   1,400            (1,862)              (9,170)          (39,059)
       (Increase) Decrease in Inventory                  1,679             1,234                   28             7,680
       Write Off Obsolete Assets                            72             2,277                8,967             2,277
       (Increase) Decrease in Accounts Payable,
              And Taxes Payable                          6,095             6,024               24,654            29,983
                                                         -----             -----               ------            ------

              NET CASH PROVIDED
              BY OPERATING ACTIVITIES                   68,227           102,051               58,602           227,958

INVESTING ACTIVITIES:
       Sale of West Valley Property                          0                 0              549,400                 0
       Cost of Securities Sold                           1,622            52,662                9,895           171,941
       Decrease (Increase) in Deposits                  (1,068)                0               (1,068)            2,932
       Purchase of Securities                                0           (98,073)              (6,069)         (237,818)
       Purchase of Property, Plant, And Equip.          (2,103)          (12,189)             (84,551)       (1,514,259)
       Land Purchase                                         0                 0                    0          (581,000)
       Investment and Earnings from Q Lube             (62,663)                0              (62,663)                0
                                                      --------          --------             --------        ----------
              NET CASH PROVIDED (USED)
              BY INVESTING ACTIVITIES                  (64,212)          (57,600)             404,944        (2,158,204)

FINANCING ACTIVITIES:
       Increase in Long Term Debt                            0                 0                    0         1,953,727
       Issue Common Stock                                    0            32,813                    0           157,811
       Repayment of Loans and Leases                   (11,971)          (36,242)            (303,891)          (88,803)
       Sale of West Valley Property                          0                 0             (150,000)                0
                                                      --------          --------            ---------         ---------
NET CASH PROVIDED (USED) BY FINANCING                  (11,971)           (3,429)            (453,891)        2,022,735
                                                      --------           ------             --------          ---------

INCREASE (DECREASE) IN CASH                            (7,956)            41,022                9,655            92,489

CASH AND EQUIVALENTS
AT BEGINNING OF PERIOD                                 243,107           228,553              225,496           177,086
                                                       -------           -------              -------           -------

CASH AND EQUIVALENTS AT
END OF PERIOD                                         $235,151          $269,575             $235,151          $269,575
                                                      ========          ========             ========          ========
</TABLE>

<PAGE>



                                  TimeOne, Inc
                  Consolidated Statement of Stockholders Equity
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               Common Stock           Additional             Retained           Treasury Stock
                                            Shares       Amount         Paid In              Earnings        Shares        Amount
                                                                        Capital                                                  
                                        ----------      --------      -----------             -------       --------     --------
<S>                                      <C>               <C>         <C>                 <C>               <C>         <C>      
Balances 12/31/93                        6,113,900         $611        $1,120,692          $(122,044)        109,000     $(48,952)

Net Income for Year
Ended 12/31/94                                                                                109,604
                                        ----------      --------      -----------             -------       --------     --------

Balances 12/31/94                        6,113,900         $611        $1,120,692           $(12,440)        109,000     $(48,952)

Net Income for Year
Ended 12/31/95                                                                                133,857                             
                                        ----------      --------      -----------             -------       --------     --------

Balances 12/31/95                        6,113,900         $611        $1,120,692            $121,417        109,000     $(48,952)

Net Income for Year
Ended 12/31/96                                                                                107,831

Stock Issued for Assets                  2,000,000          200           124,800

Restricted Stock
Issued to Employees                        350,000           35            32,776                                                 
                                        ----------      --------      -----------             -------       --------     --------

Balances 12/31/96                        8,463,900          846         1,278,268             229,248        109,000     $(48,952)

Net Income for 9 Months
Ended 9/30/97                                                                                 140,155                             
                                        ----------      --------      -----------             -------       --------     --------

Balances 9/30/97                         8,463,900         $846        $1,278,268            $369,403        109,000     $(48,952)
                                         =========         ====        ==========            ========        =======     =========
</TABLE>

<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 as trading securities at market
value in accordance  with SFAS #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 $3,231
which  expire in 1997  through  2000,  and  contributions  carryover of $32,524,
expiring in 1998 through 2000.  The company has a net operating  loss  carryover
which if not used will expire as follows:

                                     Amount     Expiration Date
                                    ---------     -----------
         Year Ended                 Federal        Federal
         ----------                 ---------     ---------
         12/31/90                    $128,809     12/31/05
         12/31/91                     123,837     12/31/06
                                    ---------
                                     $252,646
                                    =========
INVENTORY
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.






<PAGE>



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 obligated under a maintenance contract on its signs. The contract
is in effect until December 31, 1999 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  building  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 due 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.

                                        1997                   1996
                      Interest    ------------------    ------------------
                       Rate %     Current   Long Term   Current Long Term
                      --------    -------- ----------  -------- ----------
G. Phillip Condie         7.5     $      0 $        0  $ 50,000 $   95,000
Escrow Service            9.5        5,000      7,550     4,631     14,137
Dan Pentelute       8.75-10.5          163          0       163          0
Bank One                 8.26      185,843  1,558,921   185,843  1,596,918
Bank One                 8.25            0          0   150,000          0
Associates               18.0            0          0     1,497          0
                                  -------- ----------  --------  ---------
                                  $191,006 $1,566,471  $392,134 $1,706,055
                                  ======== ==========  ======== ===========

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
12/31/00                         52,331
Thereafter                    1,335,385
                           ------------
                           $  1,757,477





<PAGE>



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  authoritative  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 September 30, 1997 and 1996 consisted of the following:

                                      September      September
                                       30, 1997       30, 1996
                                      ---------      ---------
Trade accounts receivable             $  15,706      $  32,406
Note Receivable                         150,000              0
                                      ---------      ---------
Total Receivables                     $ 165,706      $  32,406
                                      =========      =========

NOTE F - START-UP COSTS

These are costs associated with development of the car wash. The costs are being
amortized,  depreciated or expensed.  The costs include travel to view other car
washes, 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 car wash 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  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.






<PAGE>





                                     PART I

                              FINANCIAL INFORMATION

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

CHANGES IN FINANCIAL CONDITION
As of September 30, 1997 the Company had current assets of $819,318  compared to
$654,363 as of December  31,  1996.  Cash  increased  $9,655 for the nine months
ended  September 30, 1997. The increase in cash is  attributable  to the sale of
real  estate.  The  increase  in  receivables  is due to the Note from John Park
relating to the sale of the West Valley property.  Current liabilities increased
from $258,591 as of December 31, 1996 to $270,452 as of September 30, 1997. This
increase is due to increased accounts payable.

Inventory  decreased  $28 from  $18,834 as of December 31, 1996 to $18,806 as of
September 30,1997.  Marketable securities have decreased $3,826 from $343,232 as
of December 31,1996 to $339,406 as of September 30, 1997.

CHANGES IN RESULTS OF OPERATIONS
Carwash  volume  decreased  4,224 cars from 28,729 for the 3 month  period ended
September 30, 1996 to 24,505 for the same period ended  September 30, 1997. Much
of the  decrease  in volume  can be traced  to the  month of  August,  which was
amongst the wettest ever recorded in Utah.  Volume has also decreased due to the
major  reconstruction  of I-15,  which has  closed  most of the  freeway  ramps,
forcing traffic onto secondary  streets.  The resulting  increase in traffic has
made it  difficult  to  enter  and  exit  the  carwash  property.  This  traffic
congestion is expected to continue until the project's completion in 2001.

Revenue for the 3 month period ended September 30, 1997 was $376,501 compared to
$418,980 for the same period ended  September 30, 1996, a decrease of $42,479 or
10.1%. The decrease in revenue is due to lower carwash volume.

During the 3 months ended  September  30, 1997 costs and expenses  were $400,232
compared to $399,476 for the same period ended  September  30, 1996, an increase
of $756 or .18%.  This slight  increase is due to higher  utility  expenses  and
increased depreciation expense.

The Company  posted a net loss of $(2,725) for the 3 months ended  September 30,
1997,  compared to a net profit of $63,822 for the same period  ended  September
30, 1996, a decrease of $(66,547) or 104%.  This  decrease can be  attributed to
lower revenues along with lower carwash  volumes.  The Company has a net loss on
carwash  operations  for the 3 months  ended  September  30,  1997 of  ($23,731)
compared to a operating  profit of $19,504 for the same period  ended  September
30, 1996.  Management is uncertain as to when the carwash operations will return
to profitability.  It is highly likely the year will end with an operating loss.
Net loss per share for the period was negligible.






<PAGE>



Revenues for the 9 months ended September 30, 1997 were  $1,084,335  compared to
$1,173,255  for the same period ended  September 30, 1996, a decrease of $88,920
or 7.5%. This decrease is due to lower carwash  volumes.  The Company has washed
72,314 cars as of September 30, 1997 compared to 79,383 cars as of September 30,
1996, a decrease of 7,069 or 8.9%.

For the 9 months ended  September  30, 1997 costs and expenses  were  $1,181,954
compared to $1,097,606 for the same period ended September 30, 1996, an increase
of $84,348 or 7.7%.  The  increase  is due to higher  interest,  utilities,  and
depreciation  expenses,  relating to updating of the carwash  equipment  and the
loan on the carwash  property.  While labor costs are slightly  lower,  they are
more than offset by the increases described above.

Management  expects continued upward pressure on wages during the fourth quarter
of 1997.  During the fourth  quarter  many  seasonal  jobs are created  with the
opening of the ski season.  This will make an already  tight  labor  market even
more competitive.

The Company posted a net profit of $140,155 for the 9 months ended September 30,
1997  compared to $161,325  for the same period  ended  September  30,  1996,  a
decrease of $21,170 or 13%. The Company had an  operating  loss of $97,619 as of
September  30, 1997  compared to an operating  profit of $75,649 as of September
30, 1996. The overall  profitability  of the Company as of September 30, 1997 is
due to the sale of the West  Valley  property  and income  from the Q Lube joint
venture.  The Q Lube joint venture  produced  income of $12,663 for the quarter.
The Company is confident  that the Q Lube joint venture will continue to produce
income.

The  current  ratio as of  September  30,  1997 was 3.02  compared to 1.56 as of
September 30, 1996.  Long term  liabilities  were $1,566,471 as of September 30,
1997  compared to  $1,728,580  for the same period  ended  September  30,  1996.
Management  believes  sufficient  working  capital  exists  for  its  continuing
operations.






<PAGE>



ITEM 1.           LEGAL PROCEEDINGS

None.

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.

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

None.

                                   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 November 12, 1997.