BUFFALO CAPITAL VII LTD
SC 13D, 1999-07-14
BLANK CHECKS
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                                  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).





<PAGE>


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.


<PAGE>


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;


<PAGE>


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
                                  ----------------------------------------------
                                  Allison Taylor


<PAGE>




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