SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                         COMMISSION FILE NO. 2-70345-NY.

                               BUFFS-N-PUFFS, LTD.
             (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


         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)

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:


                   Page 1 of 15 consecutively numbered pages.


<PAGE>



                                     PART I

                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

     Buffs-N-Puffs, Ltd. ("Registrant" or "Company") files herewith an unaudited
balance  sheet of the  Registrant  as of  September  30,  1996  and the  related
statements of income and cash flows for the three month periods ended  September
30, 1996 and September 30, 1995. The unaudited financial  statements included in
this report on Form 10-Q 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>




                               Buffs-N-Puffs, Ltd.

                                  Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>

    ASSETS
                                                                September                       December
CURRENT ASSETS                                                     30,                             31,
                                                                   1996                           1995
                                                          ----------------------        -----------------------
<S>                                                       <C>                            <C>
   Cash                                                   $              269,575         $               177,086
   Accounts Receivable                                                    28,552                          16,241
   Inventory                                                              18,845                          26,525
   Marketable Securities                                                 286,195                         220,317
   Prepaid Expenses & Supplies                                            60,902                          21,843
                                                          ----------------------         -----------------------
      Total Current Assets                                               664,069                         462,012

PROPERTY, PLANT AND EQUIPMENT (at cost)
   Building Improvements                                                 198,187                         194,621
   Building                                                            1,494,000                               0
   Furniture, Fixtures, & Equipment                                      867,055                         855,952
   Land                                                                  891,185                         310,185
                                                           ---------------------          ----------------------
                                                                       3,450,427                       1,360,758
   Less Accumulated Depreciation                                       (677,314)                       (608,943)
                                                           ---------------------          ----------------------
      Total Property, Plant & Equipment                                2,773,113                         751,815

OTHER ASSETS
   Startup Costs                                                          45,378                          49,757
   Deposit                                                                 1,433                           4,365
   Montana Property                                                       52,590                          52,590
   Deferred Tax Asset                                                    128,000                         128,000


                                                           ---------------------           ---------------------
        Total Other Assets                                               227,401                         234,712
                                                           ---------------------           ---------------------
        TOTAL ASSETS                                       $           3,664,583           $           1,448,539
                                                           =====================           =====================
</TABLE>



                                       -3-

<PAGE>





                               Buffs-N-Puffs, Ltd.

                                  Balance Sheet
                                   (Unaudited)

     LIABILITIES AND STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>

                                                                              September                       December
CURRENT LIABILITIES                                                              30,                             31,
                                                                                 1996                           1995
                                                                       ------------------------        -----------------------
<S>                                                                    <C>                             <C>
   Accounts Payable, Payroll and Sales Tax                             $                 78,906        $                48,923
   Loans Payable                                                                          6,690                         55,087
   Loans Payable - Related Parties                                                          163                         14,149
   Loans Payable - Bank One                                                             335,843                              0
   Leases Payable                                                                         1,497                              0
                                                                       ------------------------        -----------------------
        Total Current Liabilities                                                       423,099                        118,159

LONG TERM LIABILITIES
   Loan Payable                                                                         131,662                        136,612
   Lease Payable - Bank One                                                           1,596,918                              0
   Loans Payable - Related Parties                                                            0                              0
                                                                       ------------------------        -----------------------
        Total Long Term Liabilities                                                   1,728,580                        136,612
                                                                       ------------------------        -----------------------
                Total Liabilities                                                     2,151,679                        254,771

Common Stock                                                                              2,646                            611
Additional paid in capital                                                            1,276,468                      1,120,692
Retained Earnings                                                                       282,742                        121,417
                                                                       ------------------------        -----------------------
                                                                                      1,561,856                      1,242,720
Less Treasury Stock                                                                    (48,952)                       (48,952)
                                                                       ------------------------        -----------------------
                                                                                      1,512,904                      1,193,768
                                                                       ------------------------        -----------------------
    TOTAL LIABILITY AND STOCKHOLDERS EQUITY                            $              3,664,583        $             1,448,539
                                                                       ========================        =======================
</TABLE>


                                       -4-

<PAGE>



                               Buffs-N-Puffs, Ltd.

                             Statement of Operations
                                   (Unaudited)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                      For three months ended                      For nine months ended
                                           -----------------------------------------    --------------------------------------------
                                              September              September               September                September
REVENUES:                                      30, 1996              30, 1995                30, 1996                 30, 1995
                                           --------------------   ------------------    ----------------------     -----------------
<S>                                        <C>                    <C>                   <C>                        <C>       
   Car Wash                                            $411,299             $446,338                $1,144,833            $1,116,864
   Boutique - Net                                         5,770                8,854                    21,549                22,890
   Fuel Sales - Net                                       5,089                5,557                    14,359                13,954
   Carpet Express Equipment - Net                          (27)                1,060                       600                 1,060
   Discounts                                            (3,151)              (3,402)                   (8,086)               (8,617)
                                           --------------------   ------------------    ----------------------     -----------------
        TOTAL REVENUES                                  418,980              458,407                 1,173,255             1,146,151

COSTS AND EXPENSES
   Salaries, Labor and Commissions                      181,777              177,765                   508,020               476,567
   Taxes and Benefits                                    28,488               24,394                    77,250                69,567
   Interest and Credit Card Fees                         58,069               20,738                   133,291                58,213
   Travel,Auto,Promotion,Advertise                        5,208               13,356                    19,268                30,721
   Office,Telephone,Supplies,Print                       44,708               41,770                   121,471               113,606
   Utilities,Rent,Ins,Maint.                             25,681               62,007                    89,958               170,559
   Depreciation and Amortization                         26,673               26,675                    78,063                82,584
   Professional Fees and Other                           28,872               37,080                    70,285                80,639
                                           --------------------   ------------------    ----------------------     -----------------
        TOTAL COSTS AND EXPENSES                        399,476              403,785                 1,097,606             1,082,456
                                           --------------------   ------------------    ----------------------     -----------------
        Net Operational Income                           19,504               54,622                    75,649                63,695

Contract Services and Miscellaneous                       (363)                  738                     2,069                 (919)
Interest and Dividends                                    1,994                1,582                     4,477                 5,440
Gain (Loss) on Sale of Securities                        42,687                  420                    79,230                17,523
Extraordinary Income                                          0               70,325                         0                70,325
                                           --------------------   ------------------    ----------------------     -----------------
                                                         44,318               73,065                    85,776                92,369
Income Taxes                                                  0                  100                       100                   100
NET INCOME                                              $63,822             $127,587                  $161,325              $155,964
                                           ====================   ==================    ======================     =================
NET INCOME PER SHARE                                        NIL                 $NIL                      $NIL                 $0.01
                                           ====================   ==================    ======================     =================
</TABLE>


                                       -5-

<PAGE>


                               Buffs-N-Puffs, Ltd.

                        Statement of Stockholders Equity
                                   (Unaudited)

                        STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
                                Common Stock           Additional            Retained                    Treasury Stock
                          Shares         Amount        Paid in             Earnings               Shares                Amount
                                                       Capital
                          ---------      -------       ------------        -------------         --------            ---------
<S>                       <C>             <C>            <C>                 <C>                  <C>                <C>
Balances 12/31/92         6,113,900       $ 611          $1,120,692          $(403,692)           109,000            $(48,952)

Net Income for
year ended
12/31/93                                                                        281,648
                          ---------      -------       ------------        -------------         --------            ---------

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)
Issue Common
Stock pursuant to
property purchase
agreement and
stock option
agreement                 2,350,000         235             157,612
Net Income for
9 months
ended 9/30/96                                                                   161,325
                          ---------      -------       ------------        -------------         --------            ---------

Balances 9/30/96          8,463,900        $846          $1,278,304            $282,742           109,000            $(48,952)
                          =========      =======       ============         ============         ========            =========
</TABLE>


                                       -6-

<PAGE>



                               Buffs-N-Puffs, Ltd.
                             Statement of Cash Flows
                                   (Unaudited)
                               CASH FLOW STATEMENT
<TABLE>
<CAPTION>
                                                                   For three months ended            For nine months ended
                                                     --------------------------------------    -------------------------------------
OPERATING ACTIVITIES                                        September             September             September       September
                                                            30, 1996               30, 1995             30, 1996        30, 1995
                                                     ---------------    -------------------    -----------------   -----------------
<S>                                                 <C>                 <C>                    <C>                 <C>
   Net Income                                                $63,822             $127,687               $161,325            $155,964
   Adjustments to reconcile net income
   (loss) to net cash provided by operating
   Activities:
   Depreciation and Amortization                              26,673               26,675                 78,063              82,584
   (Increase) Decrease in Receivables                          3,883              (5,654)               (12,311)             (6,291)
   (Increase) Decrease in Pre-Paid                           (1,862)              (5,190)               (39,059)             (8,902)
   (Increase) Decrease in Inventory                            1,234              (1,195)                  7,680               1,033
   Write off Contingent Liability                                  0             (70,325)                      0            (70,325)
   Write off Obsolete Assets                                   2,277                    0                  2,277               4,978
   Increase (Decrease) in Accounts Payable,                    6,024               14,920                 29,983              15,050
   And Taxes Payable
                                                     ---------------    -----------------     ------------------   -----------------
    NET CASH PROVIDED OPERATING ACTIVITIES                   102,051               86,918                227,958             174,091

INVESTING ACTIVITIES
   Cost of Securities Sold                                    52,662               29,216                171,941              89,750
   Increase in Startup Costs                                       0              (3,000)                      0            (15,900)
   Land Purchase                                                   0                    0              (581,000)                   0
   Decrease in Deposits                                            0                    0                  2,932                   0
   Purchase of Securities                                   (98,073)             (77,203)              (237,818)           (176,678)
   Proceeds of Equipment Sale                                      0                    0                      0               4,000
   Purchase of Property, Plant, & Equip                     (12,189)                    0            (1,514,259)            (23,028)
                                                     ---------------    -----------------     ------------------   -----------------
        NET CASH PROVIDED (USED) BY                         (57,600)             (50,987)            (2,158,204)           (121,856)
        INVESTING ACTIVITIES

FINANCING ACTIVITIES
   Increase In Long Term Debt                                      0                    0              1,953,727                   0
   Issue Common Stock                                         32,813                    0                157,813                   0
   Repayment of Loans and Leases                            (36,242)             (40,060)               (88,805)            (93,780)
                                                     ---------------    -----------------     ------------------   -----------------
        NET CASH PROVIDED (REQUIRED) BY
        FINANCING ACTIVITIES                                 (3,429)             (40,060)              2,022,735            (93,780)
                                                     ---------------    -----------------     ------------------   -----------------
INCREASE (DECREASE) IN CASH AND CASH                          41,022              (4,129)                 92,489            (41,545)
 EQUIVALENTS
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                  228,553              146,325                177,086             183,741
                                                     ---------------    -----------------     ------------------   -----------------
CASH AND EQUIVALENTS AT END OF PERIOD                       $269,575             $142,196               $269,575            $142,196
                                                     ===============    =================     ==================   =================
</TABLE>

                                       -7-

<PAGE>



                               Buffs-N-Puffs, Ltd.

                   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, 1995,  an increase of $10,207 was made
to adjust to market ($9,666  decrease was made for 1994 and $1,789  decrease was
made for 1993).


INCOME TAXES
No federal  income  taxes  were due for the year ended  December  31,  1995.  At
December 31, 1995,  the Company had unused  general  business  credits of $7,844
which  expire in 1996  through  2000,  and  contributions  carryover of $23,218,
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     Utah    Federal     Utah
     ----------     --------- ---------  --------  --------
       12/31/90      $299,501 $       0  12/31/05
       12/31/91       123,837   123,637  12/31/06   12/31/96
                      -------   -------
                      $423,338  $123,637
                      ========  ========

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.


                                       -8-

<PAGE>



NOTE B - COMMITMENTS

The Company previously leased space in a building owned by a related party, (see
note H). The lease contained  escalating  prevision and was based on percentages
of gross monthly sales excluding fuel sales.  During 1995,  $112,643 was paid as
rent. On March 25, 1995 the Company  purchased the building and land the carwash
is located on for $2,075,000.

The Company is also  obligated  under a maintenance  contract on its  electronic
sign.  The  contract  was signed to be effective in January of 1991 and is three
years in length with monthly  payments of $789. The contract was renewed in 1993
for an  additional  three years,  through  December  31,  1996.  During 1994 the
Company  paid $5000 for a 24 month  lease on an  automobile.  The $5000 is being
charged to expense at a rate of $208 per month.  The lease will expire in August
1996.  The Company leased six radios in June of 1996 for a period of 1 year. The
total cost of the radios was $3,750.



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.


                           Interest         1996                 1995
                                      ------------------   ------------------
                             Rate %   Current   Long Term   Current  Long Term
                            --------  --------  ---------   -------- ---------
G. Phillip Condie                7.5    50,000     95,000   $ 50,000  $145,000
Copelco                          6.0         0          0      1,500         0
Escrow Service**                 9.5     4,631     14,137      4,631    20,810
Dan Pentelute              8.75-10.5       163          0     40,548         0
Bank One                        8.26   185,843  1,596,918          0         0
Bank One                        8.25   150,000          0          0         0
Associates                      18.0     1,497          0          0         0
                                      --------   --------   --------  --------
                                      $342,134 $1,730,639   $111,658  $203,551
                                      ======== ==========   ========  ========

*Monthly payments of interest are $1,888 with principal  payments of $25,000 due
March 1 and September 1 of 1994,  1995 and 1996 and the balance due by 9/1/1998.
This loan is secured by land with a cost of $310,185.  This land was  originally
purchased for a second carwash location. The land is currently being offered for
sale.


                                       -9-

<PAGE>




**This  loan  relates  to  property   purchased  in  Montana  with  Desert  Land
Enterprises.  It is anticipated  that the property will be sold at a substantial
profit in the future.

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

12/31/96                            $     242,106
12/31/97                                   92,106
12/31/98                                   87,106
12/31/99                                   42,106
Thereafter                              1,609,349
                                    -------------
                                    $   2,072,773
                                    =============

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 is required to be applied in the Company's  financial
statements for the calendar year commencing January 1, 1993 (earlier application
is  permitted)  either by  restating  prior-period  financial  statements  or by
recognizing  the  cumulative  effect of the change in the year of adoption.  The
Company has decided to  recognize  the  cumulative  effect of the change  during
1993.  The  following  pro forma  information  reflects  what the  statements of
operations  would have looked like if the deferred tax asset had been recognized
in 1991 and 1992.

                                                      1992             1991
                                                    --------          ---------
         Income (loss) before cumulative
     effect of recognizing a deferred
     tax asset.                                     $ 39,534          $(111,786)

         Cumulative effect on prior years
     of recognizing a deferred
     tax asset.                                       (15,000)           169,000
                                                    ---------         ----------
         Adjusted net income                         $ 24,534          $  57,214

         Earnings (loss) per share
          originally                                      .01              (.02)

         Adjusted earnings per share                      .00               .01



If the above  adjustments had been reflected in 1991 and 1992, the Company would
have recorded an income tax benefit of $44,000 in 1993 rather than $198,000. Net
income would have been $87,648 rather than $241,648 and earnings per share would
have been $.01 rather than $.05.

                                      -10-

<PAGE>




NOTE E - RECEIVABLES

Receivables at September 30, 1996 and 1995 consisted of the following:

                                              September       September
                                               30, 1996        30, 1995
                                              ---------       ---------
Trade accounts receivable                     $ 28,552        $  32,406
                                              =========       =========

NOTE F - START-UP COSTS

Add:  During 1994 and 1995 the Company  spent $23,700  associated  with property
being held for  development  into a second  carwash  operation.  The Company has
offered this property for sale as of June 1, 1996.  Cost will be amortized  when
the property is sold.

NOTE G - STOCK OPTIONS

During  1991,  options to purchase  the  Company's  common stock were granted to
eight individuals who are or were officers, directors, employees and consultants
for the Company.  A total of 610,000  share of stock may be purchased at a price
of $.09375 per share.  The  options  must be  exercised  by July 31,  1996.  The
following  persons were granted  options.  Both the number of shares granted and
options exercised are listed below:

                                 Shares Authorized            Options Exercised
         Andrew A. Chudd              200,000                       200,000
         Wallace T. Boyack            200,000                       100,000
         Alan R. Theis                 50,000                        50,000
         Myron Berryman                20,000                             0
         W. Sterling Mason             50,000                             0
         Phil Congino                  30,000                             0
         Bryan Stanley                 30,000                             0
         Kevin Long                    30,000                             0


NOTE H - RELATED PARTY TRANSACTIONS

During 1990 Donna  Anderson  and Daniel  Pentelute  arranged  for three loans by
pledging their personal assets.  Some of the proceeds from these loans were made
available  to the  Company.  The Company has been making the  payments for these
loans and the  interest  and  principal  have been  amortized  according  to the
proceeds each party received.

On April 19,  1991,  the  Company  entered  into a five year lease  with  Daniel
Pentelute,  the major shareholder of the Company.  Under the lease Mr. Pentelute
received as rent four percent of the gross  proceeds  excluding  gasoline  sales
commencing on July 1, 1991, and continuing until April 1, 1992. At that time and
thereafter  Mr.  Pentelute will receive seven percent of the gross proceeds from
the carwash facility. On May 21, 1991, an addendum to the lease was entered into
providing  for a five year option term at the end of the initial five year term.
The terms require a rent payment  equal to 7% of monthly gross sales,  excluding
gasoline sales with a minimum rent of

                                      -11-

<PAGE>



$5,000 per month. In addition the Company has an option to purchase the land and
buildings at 6500 South State Street, Salt Lake City, Utah, commencing at he end
of the initial term and exercisable at the anniversary date of the lease in each
of the five years under the option  term.  The  purchase  price of the  property
shall be determined by the sum of $2,330,000  capitalized  from April 1, 1990 to
the date of closing at the rate of four  percent per annum.  On March 25, 1996 a
second addendum to the lease was entered into by the parties, waiving the notice
and earnest  money  provisions  of the lease.  The  addendum  also  modified the
purchase  price of the  property to  $2,075,000.  Subsequently  the property was
purchased on March 29, 1996.


NOTE I - 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 OS 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.

                                      -12-

<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, 1996 the Company had current assets of $664,069  compared to
$462,012 as of December  31,  1995.  Cash  increased  $92,489 for the nine month
period  ended  September  30,  1996.  The  increase in cash is  attributable  to
operating profits and sales of securities.  Current  liabilities  increased from
$118,159 as of December  31, 1995 to $423,099 as of  September  30,  1996.  This
increase is  attributable  to  financing  the  purchase of land and building the
Company occupies.


Inventory decreased $7,680 from $26,525 as of December 31, 1995 to $18,845 as of
September  30,1996.  This decrease is due to carrying  fewer resale items in the
boutique.  Marketable  securities  have  increased  $65,878 from  $220,317 as of
December 31,1995 to $286,195 as of September 30, 1996.


CHANGES IN RESULTS OF OPERATIONS
Carwash  volume  decreased  714 cars from  29,443 for the 3 month  period  ended
September  30,  1995 to 28,729 for the same  period  September  30,  1996.  Poor
weather  conditions for the last half of September are most  responsible for the
decrease.

Revenue for the 3 month period ended September 30, 1996 was $418,980 compared to
$458,407 for the same period ended  September 30, 1995, a decrease of $39,427 or
8.6%.  The revenue  decrease  is  attributable  to lower sales  volume in carpet
cleaning and hand wax services.

During the 3 months ended  September  30, 1996 costs and expenses  were $399,476
compared to $403,785 for the same period ended September 30, 1995, a decrease of
$4,309 or 1%. The decrease in expenses is mainly due to lower travel promotional
and advertising costs.



                                      -13-

<PAGE>





At September 30, 1996 the Company  posted a net profit of $63,822  compared to a
profit of $127,587  for the same period ended  September  30, 1995 a decrease of
$63,765 or 50%. This  decrease,  while  significant is somewhat  misleading.  At
September 30, 1995 the Company  posted a one time  extraordinary  income item of
$70,325 relating to the Murray Power lawsuit.  Without the extraordinary  income
item profit for the period ended September 30, 1995 was $57,262.  The difference
in profit from 1996 to 1995 would be $6,560 or an  increase of 11%.  The largest
portion of profit for the period  ended  September  30,  1996 is due to gains on
securities sales. Net earnings per share for the period were negligible.

Revenues  for the 9 month  period  ended  September  30,  1996  were  $1,173,255
compared to $1,146,151  for the same period ended  September  30, 1995.  Revenue
increased  $27,104 or 2.3%.  Most of the revenue  increase  can be traced to the
price increase being in effect since March of 1996.


For the 9 months ended  September  30, 1996 costs and expenses  were  $1,097,606
compared to $1,082,456 as of September 1995, an increase of $15,150 or 1.4%. The
increase is due to higher labor costs as they relate to an extremely tight labor
market.  Utah  unemployment  figures were around 3% as of September 30, 1996, or
about one half of the national  average.  This condition is expected to continue
for the  foreseeable  future,  and along with the  increase in minimum wage will
make it  difficult  to lower  overall  labor  costs.  The Company is planning on
adding and updating  its carwash  equipment to try and lower labor costs for the
fourth quarter and 1997.


The Company posted a net profit of $161,325 for the 9 months ended September 30,
1996  compared to $155,964 for the same period  ended  September  30,  1995,  an
increase  of  $5,361  or  3.4%.  Without  the  extraordinary  income  item as of
September  30,  1995 the profit was  $85,639,  or an increase of $75,686 or 88%.
Much  of the  increase  profit  as of  September  30,  1996 is due to  gains  on
securities sales.

The  current  ratio as of  September  30,  1996 was 1.56  compared to 2.84 as of
September 30, 1995.  Long term  liabilities  were $1,728,580 as of September 30,
1996  compared  to  $139,325  for the same  period  ended  September  30,  1995.
Management  believes that  sufficient  working capital exists for its continuing
operations.



                                      -14-

<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.



                                      -15-

<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.


                                    Buffs-N-Puffs, Ltd.


                                    Alan R. Theis
                                    By:----------------------------
                                        Alan R. Theis
                                        On Behalf of the Registrant
                                        and as Secretary/Treasurer
                                        and Chief Financial Officer


Dated November 5 , 1996.


                                      -16-