UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _______)*
BUFFALO CAPITAL VII, LTD.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
98137P 10 4
(CUSIP Number)
FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, SUITE 300,
DENVER, CO 80203, 303-777-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JUNE 18, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 98137P 10 4 PAGE 2 OF 5
SCHEDULE 13D
1 NAME OF REPORTING PERSON TOM TAYLOR
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
NUMBER OF 7 SOLE VOTING POWER
SHARES BENE- -0-
FICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,971,348
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,971,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,348
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32 %
14 TYPE OF REPORTING PERSON*
IN
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 5
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 98137P 10 4 PAGE 3 OF 5
SCHEDULE 13D
1 NAME OF REPORTING PERSON ALLISON TAYLOR
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
NUMBER OF 7 SOLE VOTING POWER
SHARES BENE- -0-
FICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,971,348
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,971,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,348
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32 %
14 TYPE OF REPORTING PERSON*
IN
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 OF 5
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 98137P 10 4 PAGE 4 OF 5
ITEM. 1 SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the Common
Stock, no par value, of Buffalo Capital VII, Ltd. (the "Issuer"). Its principal
executive offices are located at #400, 1708 Dolphin Avenue, Kelowna, British
Columbia V1Y 9S4 Canada.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement are Tom Taylor and Allison Taylor, husband and
wife. Mr. and Mrs. Taylor are Canadian citizens. The residence address of Mr.
and Mrs. Taylor is 3985 Gallaghers Circle, Kelowna, British Columbia V1W 3Z9
Canada. Mr. Taylor's principal occupation is as President of Buffalo Capital
VII, Ltd., which is doing business as Workfire.com, Inc. Mrs. Taylor is
self-employed as a management consultant.
During the past five years neither Mr. Taylor nor Mrs. Taylor has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years neither Mr. Taylor nor Mrs. Taylor has been a party
to a civil proceeding of a judicial or administrative body as a result of which
a judgment, decree, or final order has been issued enjoining future violations
of, or prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Reorganization and Stock Purchase Agreement between
Buffalo Capital VII, Ltd., Workfire.com, and others, Mr. and Mrs. Taylor
exchanged their shares of common stock of Workfire.com for shares of Buffalo
Capital VII, Ltd.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. and Mrs. Taylor acquired a total of 2,971,348 shares of Common Stock of
Buffalo Capital VII, Ltd. as part of the efforts of Workfire.com to gain control
of this company. Buffalo Capital VII, Ltd. issued a total of 10,375,662 shares
of its common stock in exchange for 88.51% of the issued and outstanding shares
of Workfire.com. As a result of transaction, approximately 74.43% of Buffalo
Capital VII, Ltd. is now owned by former shareholders of Workfire.com. Also as
part of this transaction, the former officers and directors of Buffalo Capital
VII, Ltd. resigned and Mr. Taylor became the President, Secretary and a director
of Buffalo Capital VII, Ltd.
Other than described above, neither Mr. Taylor nor Mrs. Taylor has any other
present plans or proposals which relate to or would result in:
(1) a sale or transfer of a material amount of assets of the
Issuer or any subsidiary thereof;
(2) any material change in the present capitalization or divided
policy of the Issuer;
(3) changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by
any person;
(4) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted on NASDAQ;
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CUSIP NO. 98137P 10 4 PAGE 5 OF 5
(5) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act; or
(6) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. and Mrs. Taylor will continue to review their
investment in the Issuer and reserve the right to change their intention with
respect to any or all of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 18, 1999, Mr. Taylor owned of record 1,485,675 shares
(10.66%) and Mrs. Taylor owned of record 1,485,673 shares (10.66%) of
the Issuer's Common Stock. Each may be deemed to own beneficially
shares held of record by the other, or 2,971,348 shares (21.32%).
(b) As of June 18, 1999, Mr. and Mrs. Taylor have shared power to vote and
dispose of 2,971,348 shares (21.32%).
(c) During the sixty day period preceding the filing of this Schedule 13D,
neither Mr. Taylor nor Mrs. Taylor had any transactions in the stock of
the Issuer, other than those described above in Item 3 and Item 4.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares owned by Mr. and Mrs. Taylor.
(e) Mr. and Mrs. Taylor CONTINUE TO BE THE BENEFICIAL OWNERS OF MORE THAN
FIVE PERCENT OF THE OUTSTANDING COMMON STOCK OF THE ISSUER.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 24, 1999 /S/ TOM TAYLOR
----------------------------------------------
Tom Taylor
Date: June 24, 1999 /S/ ALLISON TAYLOR
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Allison Taylor
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