U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  Form 10-KSB
(Mark One)
X____Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999.

_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

Commission File No:   0-23873

                          BUFFALO CAPITAL VIII, LTD.
                    (Name of small business in its charter)

     Colorado                              84-1434321
__________________________________________________________
(State or other                            (IRS Employer Identification
jurisdiction of Incorporation)                        No.)

                             7331 S. Meadow Court
__________________________________________________________
           Address of Principal Executive Office (street and number)

                            Boulder, Colorado 80301
__________________________________________________________
                           City, State and Zip Code

Issuer's telephone number:  (303)530-3353

Securities to be registered under Section 12(b) of the Act:

                              Title of each class
__________________________________________________________
                                      N/A

Securities to be registered under Section 12(g) of the Act:

                          Common Stock, no par value
                               (Title of Class)

                   Class A Warrants to Purchase Common Stock
                               (Title of Class)



                   Class B Warrants to Purchase Common Stock
                               (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. ___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked price of such stock, as of a speci-
fied date within the past 60 days (See definition of affiliate in Rule
12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years)
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____
No ____

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  11,135,000 as of December 31, 1999.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant


to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.

                                    PART I

ITEM 1.         DESCRIPTION OF BUSINESS.

General

        The Company was incorporated under the laws of the State of
Colorado on September 19, 1997, and is in the early developmental
and promotional stages.  To date the Company's only activities have
been organizational ones, directed at the raising of capital, and prelimi-
nary efforts to seek one or more properties or businesses for acquisi-
tion.  The Company has not commenced any commercial operations.
The Company has no full-time employees and owns no real estate.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses.  Such an
acquisition may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very
limited capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings.

        As of the end of its fiscal year ending December 31, 1999, the
Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.  During the
fiscal year ending December 31, 1999, the Company's officers and
directors had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or acquisition
by an entity like the Company, whose shares are registered under the
Securities Exchange Act of 1934.  However, none of these preliminary
contacts or discussions has, as yet, resulted in any type of agreement.

        It is anticipated that the Company's officers and directors will
continue to initiate contacts with securities broker-dealers and other
persons engaged in other aspects of corporate finance to advise them
of the Company's existence and to determine if the companies or


businesses they represent have an interest in considering a merger or
acquisition with the Company.  No assurance can be given that the
Company will be successful in finding or acquiring a desirable busi-
ness opportunity, given the limited funds that are expected to be
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.

        The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public corpo-
rations and which are able to satisfy, or anticipate in the reasonably
near future being able to satisfy, the minimum asset requirements in
order to qualify shares for trading on NASDAQ or on an exchange
such as the American or Pacific Stock Exchange.  (See "Investigation
and Selection of Business Opportunities.")  The Company anticipates
that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable
to under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combi-
nation of the characteristics mentioned in (i) through (iv).  The Com-
pany intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued.  Given the above factors,
investors should expect that any acquisition candidate may have a
history of losses or low profitability.

        The Company does not propose to restrict its search for in-
vestment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
its limited resources.  This includes industries such as service, finance,
natural resources, manufacturing, high technology, product develop-
ment, medical, communications and others.  The Company's discretion
in the selection of business opportunities is unrestricted, subject to the
availability of such opportunities, economic conditions, and other
factors.

        As a consequence of the Company's registration of its securities
under the Securities Exchange Act of 1934, any entity which has an
interest in being acquired by the Company is expected to be an entity
that desires to become a public company as a result of the transaction.
In connection with such an acquisition, it is highly likely that an
amount of stock constituting control of the Company would be issued



by the Company or purchased from the Company's current principal
shareholders by the target entity or its controlling shareholders.

        It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited
proposals.  The Company has no plans, understandings, agreements, or
commitments with any individual for such person to act as a finder of
opportunities for the Company.

Investigation and Selection of Business Opportunities

        To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective
criteria.  In many instances, it is anticipated that the historical opera-
tions of a specific firm may not necessarily be indicative of the poten-
tial for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product empha-
sis, change or substantially augment management, or make other
changes.  Because of the lack of training or experience of the Com-
pany's management, the Company will be dependent upon the owners
of a business opportunity to identify such problems and to implement,
or be primarily responsible for the implementation of, required chang-
es.  Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new
phase of growth, it should be emphasized that the Company will incur
further risks, because management in many instances will not have
proved its abilities or effectiveness, the eventual market for such
company's products or services will likely not be established, and such
company may not be profitable when acquired.

        It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an


adverse factor affecting any decision to purchase the Company's
securities.

        The analysis of business opportunities will be undertaken by or
under the supervision of the Company's executive officers and
directors.  Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the
investigation and selection of business opportunities, and in that event,
might pay a finder's fee.  Since Company management has no current
plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors, the criteria
to be used in selecting such consultants or advisors, the services to be
provided, the term of service, or regarding the total amount of fees
that may be paid.  However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay
would be paid in stock and not in cash.  Otherwise, the Company
anticipates that it will consider, among other things, the following
factors:

        (1)  Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

        (2)  Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;

        (3)  Capital requirements and anticipated availability of
required funds, to be provided from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or
from other sources; and

        (4)  The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;

        (5)  The availability of audited financial statements for the
business opportunity; and

        (6)  Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming sufficient to
enable the securities of the Company to qualify for listing on an
exchange or on a national automated securities quotation system, such
as NASDAQ.

        No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to the opportunity and make a
determination based upon reasonable investigative measures and
available data.  Potential investors must recognize that, because of the
Company's limited capital available for investigation and
management's limited experience in business analysis, the Company
may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

        The Company is unable to predict when it may participate in a
business opportunity and it has not established any deadline for
completion of a transaction.  It expects, however, that the process of
seeking candidates, analysis of specific proposals and the selection of a
business opportunity may require several additional months or more.

        Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising equity capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process.  Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

Form of Acquisition

        It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business
opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and,
upon the basis of that review and the relative negotiating strength of
the Company and such promoters, the legal structure or method
deemed by management to be suitable will be selected.  Such structure
may include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization.  In addition, the present management and stockholders of
the Company most likely will not have control of a majority of the
voting shares of the Company following a reorganization transaction.
As part of such a transaction, the Company's directors may resign and
new directors may be appointed without any vote by stockholders.

        It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of up to 80% of the common stock of the combined entities immedi-
ately following the reorganization.  If a transaction were structured to
take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's
stockholders in such circumstances would retain in the aggregate 20%
or less of the total issued and outstanding shares.  This could result in
substantial additional dilution in the equity of those who were
stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a
sale or transfer of shares representing a controlling interest in the
Company by the current officers, directors and principal shareholders.
(See "Description of Business - General").

        It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at
the time the transaction is consummated, or under certain conditions or
at specified times thereafter.  The issuance of substantial additional
securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon
such market.

        The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement.  Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.

Employees

        The Company is a development stage company and currently
has no employees.  Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anti-
cipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for em-
ployees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.  No remuneration will be paid to the Company's officers
except as set forth under "Executive Compensation" and under "Certain
Relationships and Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.  Except for historical matters,
the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties.  Forward-looking statements include, but are not limited
to, statements under the following headings:

        (i)     "Description of Business - General" - the general
description of the Company's plan to seek a merger or acquisition
candidate, and the types of business opportunities that may be pursued.

        (ii)    "Description of Business - Investigation and Selection of
Business Opportunities" - the steps which may be taken to investigate
prospective business opportunities, and the factors which may be used
in selecting a business opportunity.

        (iii)   "Description of Business - Form of Acquisition" - the
manner in which the Company may participate in a business
acquisition.


        The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to
carry out its business plan in the manner described herein.

ITEM 2.         DESCRIPTION OF PROPERTY.

        The Company currently has no investments in real estate, real
estate mortgages, or real estate securities, and does not anticipate
making any such investments in the future.  The Company does not
currently maintain an office or any other facilities.  It does currently
maintain a mailing address at 7331 S. Meadow Court, Boulder,
Colorado 80301, which is the address of its President.  The Company
pays no rent for the use of this mailing address, however, for financial
statement purposes, the Company is accruing $50 per month as
additional paid-in capital for this use.  The Company does not believe
that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein.
The Company's telephone number is (303) 530-3353.

ITEM 3.         LEGAL PROCEEDINGS.

        The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

        No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

        No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
December 31, 1999.

                                    Part II

ITEM 5.         MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

        Although the Company's shares have been approved for trading
on the OTC Bulletin Board since approximately December 6, 1999,
under the trading symbol "BUFL," no actual trading of shares has
occurred, and no bid or asked prices have been posted. It is not
anticipated that any actual trading activity will occur until the
Company has completed a merger or acquisition transaction.  The
Company's securities are currently held of record by a total of
approximately 48 persons.

        No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.

        The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity. It received $7,500 in cash proceeds
from its inside capitalization.  The principal shareholders have also
made additional capital contributions to the Company, totalling $6,000,
and have paid approximately $3,376 in expenses on the Company's
behalf, without the issuance of additional shares.  The Company has
expended the funds it has received in furtherance of its business plan,
including primarily payment of legal and accounting fees, transfer
agent fees, and the like. Consequently, the Company's balance sheet
for the fiscal year ended December 31, 1999, reflects a current asset
value of $611 in the form of cash, and a total asset value of $611.

Results of Operations

        During the period from September 19, 1997 (inception) through
December 31, 1999, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital,
preparation and filing of a registration statement on Fiorm 10-SB
under the Securities Exchange Act of 1934, as amended, compliance
with its periodical reporting requirements, and efforts to locate a
suitable merger or acquisition candidate.  No revenues were received
by the Company during this period.

        For the fiscal year ending December 31, 2000, the Company
anticipates incurring a loss as a result of continuing expenses
associated with compliance with the reporting requirements of the
Securities Exchange Act of 1934, and expenses associated with
locating and evaluating acquisition candidates.  The Company
anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues.  It may also
continue to operate at a loss after completing a business combination,
depending upon the performance of the acquired business.

Need for Additional Financing

        The Company will require additional capital in order to meet
its cash needs for the next year, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended.

        No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities prior to the location of a
merger or acquisition candidate.  Accordingly, there can be no
assurance that any additional funds will be available to the Company
to allow it to cover its expenses.  Notwithstanding the foregoing, to the
extent that additional funds are required, the Company anticipates
receiving such funds in the form of advancements or additional capital
contributions from current shareholders without issuance of additional
shares or other securities, or through the private placement of restricted
securities rather than through a public offering.

        In an effort to minimize its cash requirements, the Company
may also seek to compensate providers of services by issuances of
stock in lieu of cash.  For information as to the Company's policy in
regard to payment for consulting services, see "Certain Relationships
and Transactions."

ITEM 7.         FINANCIAL STATEMENTS.

                BUFFALO CAPITAL VIII, LTD.
                (A Development Stage Company)

                FINANCIAL STATEMENTS

                December 31, 1999



Index to Financial Statements
                                                                      [C]
Report of Independent Certified Public Accountant                      14
Balance Sheet                                                          15
Statement of Loss and Accumulated Deficit                              16
Statement of Stockholders' Equity                                      17
Statements of Cash Flows                                               21
Notes to Financial Statements                                          23

REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS

The Board of Directors and Stockholders of
Buffalo Capital VIII, Ltd.

We have audited the accompanying balance sheet of Buffalo Capital
VIII, Ltd. (a development stage company) as of December 31, 1999,
and the related statements of loss and accumulated deficit, cash flows,
and stockholders' equity for the years ended December 31, 1999 and
December 31, 1998, and for the period from inception (September 19,
1997) to December 31, 1999.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Buffalo Capital
VIII, Ltd. (a development stage company) as of December 31, 1999,
and the results of its operations and its cash flows for the years ended
December 31, 1999 and December 31, 1998, and for the period from
inception (September 19, 1997) to December 31, 1999, in conformity
with generally accepted accounting principles.

Comiskey and Company P.C.
Denver, Colorado
January 19, 2000

PROFESSIONAL CORPORATION

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>

<S>                                                   <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                      $      611

  Total current assets:                               611

  Total assets:                                       611

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                     50
  Accounts payable-related party                      594

   Total current liabilities                          644

STOCKHOLDERS' EQUITY
  Preferred stock, no par value;
   10,000,000 shares authorized;
   no shares issued and outstanding
  Common stock, no par value;
   100,000,000 shares authorized;
   11,350,000 shares issued and
   outstanding                                     28,900
   Additional paid-in capital                      10,726
   Deficit accumulated
    during the development stage                 (39,659)

   Total stockholders' equity                        (33)

   TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                                     $      611
</TABLE>
The accompanying notes are an integral part of the financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
                                Period
                                September 19, 1997       For the                  For the
                                (Inception)              year ended            year ended
                                to 12/31/99              12/31/99                12/31/98
<S>                                          <C>              <C>                     <C>
REVENUES
  Investment income                            -                -                       -

EXPENSES
  Advertising                                246                -                     246
  Amortization                               600              500                     100
  Consulting fees                         21,400                -                  11,500
  Filing fees                                 25               25                       -
  Legal and
   accounting                             14,475            9,488                   4,858
  Bank charges                                58               47                      11
  Office expense                           1,505               32                   1,456
  Rent expense                             1,350              600                     600

   TOTAL EXPENSES                         39,659           10,692                  18,771

NET LOSS                                (39,659)         (10,692)                (18,771)

Accumulated deficit
 Balance, beginning
  of period                                    -         (28,967)                (10,196)

 Balance, end of
  period                                (39,659)         (39,659)                (28,967)

NET LOSS PER
 SHARE                                     (NIL)            (NIL)                   (NIL)

WEIGHTED AVERAGE NUMBER
 OF SHARES
  OUTSTANDING                         10,867,227       11,350,000              10,871,100
</TABLE>
The accompanying notes are an integral part of the financial statements.
Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to December 31, 1999
(page 1 of 2)
<TABLE>
<CAPTION>
                                        Common Stock
                               Number of
                                shares           Amount                      APIC
<S>                                  <C>              <C>                     <C>
Common stock issued
 for services, April 1997
 at $0.001 per share           9,990,000        $   9,900                       -

Common stock issued
 for cash, September 1997
 at $0.025 per share             300,000            7,500                       -

Rent provided at
 no charge for 1997                    -                -                     150

Net loss for the
 period ended
 December 31, 1997                     -                -                       -

Balance,
 December 31, 1997                    10,200,000           17,400             150

Common stock issued
 for services, June 1998
 at $0.01 per share                    1,150,000           11,500               -

Rent provided at no charge
 for 1998                              -                -                     600

Expenses paid by
 shareholders in 1998                  -                -                   1,203

Net loss for the year
 ended December 31, 1998               -                -                       -



Balance
 December 31, 1998            11,350,000           28,900                   1,953

Capital contributions
 from shareholders, no shares
 issued. Oct./Nov. 1999                -                -                   6,000

Rent provided at no charge
 for 1999                              -                -                     600

Expenses paid by shareholders
 in 1999                               -                -                   2,173

Net loss for the year ended
 December 31, 1999                     -                -                       -

Balance,
 December 31, 1999            11,350,000       $   28,900               $  10,726
</TABLE>
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to December 31, 1999
(page 2 of 2)
<TABLE>
<CAPTION>
                                                  Deficit
                                              Accumulated
                                               during the                   Total
                                              development           stockholders'
                                                    stage                  equity

<S>                                                   <C>                     <C>
Common stock issued
 for services, April 1997
 at $0.001 per share                           $        -               $   9,900

Common stock issued
 for cash, September 1997
 at $0.025 per share                                    -                   7,500

Rent provided at
 no charge for 1997                                     -                     150

Net loss for the
 period ended
 December 31, 1997                               (10,196)                (10,196)

Balance,
 December 31, 1997                               (10,196)                   7,354

Common stock issued
 for services, June 1998
 at $0.01 per share                                     -                  11,500

Rent provided at no charge
 for 1998                                               -                     600

Expenses paid by
 shareholders in 1998                                   -                   1,203



Net loss for the year
 ended December 31, 1998                         (18,771)                (18,771)

Balance
 December 31, 1998                               (28,967)                   1,886

Capital contributions
 from shareholders, no shares
 issued. Oct./Nov. 1999                                 -                   6,000

Rent provided at no charge
 for 1999                                               -                     600

Expenses paid by shareholders
 in 1999                                                -                   2,173

Net loss for the year ended
 December 31, 1999                               (10,692)                (10,692)

Balance,
 December 31, 1999                     $         (39,659)               $    (33)
</TABLE>
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                          Period              For                     For
                              September 19, 1997         the year                the year
                                  (inception) to            ended                   ended
                                        December         December                December
                                        31, 1999         31, 1999                31, 1998
<S>                                          <C>              <C>                     <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

 Net Loss                      $        (39,659)         (10,692)       $        (18,771)

 Adjustments to reconcile
 net loss to net cash used
 by operating activities:

   Amortization                              600              500                     100
   Rent expense                            1,350              600                     600
   Stock issued for
    consulting fees                       11,500                -                  11,500
   Expenses paid by
    shareholders                          13,276            2,173                   1,203
   Changes in
    current liabilities                      644              528                     116

    Net cash used by
     operating activities               (12,289)          (6,891)                 (5,252)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Organization costs                        (600)                -                   (600)
 Net cash used by investing
 activities                                (600)                -                   (600)

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Capital contributions from
  shareholders                             6,000            6,000                       -
 Issuance of common stock                  7,500                -                       -


 Net cash provided by financing
  activities                              13,500            6,000                       -

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                        611            (891)                 (5,852)

CASH AND CASH EQUIVALENTS,
 Beginning of Period                           -            1,502                   7,354

CASH AND CASH EQUIVALENTS,
 End of Period                          $    611        $     611               $   1,502
</TABLE>
The accompanying notes are an integral part of the financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999

1. Summary of Significant Accounting Policies

Development Stage Company
Buffalo Capital VIII, Ltd. (a development stage company) (the
"Company") was incorporated under the laws of the State of Colorado
on September 19, 1997.  The initial registered office of the Company
is 4750 Table Mesa Drive, Boulder, Colorado 80301.  The initial
principal office of the Company is 7331 South Meadow Court,
Boulder, Colorado 80301.

The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts. It
has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934.  After this, the Company intends to
seek to acquire one or more existing businesses which have existing
management, through merger or acquisition.  Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Loss per Share
Loss per share was computed using the weighted average number of
shares outstanding during the period.

Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the


amounts reported in these financial statements and accompanying
notes.  Actual results could differ from those estimates.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received in
exchange.

2. Stockholders' Equity

Common Stock
In September, 1997, 495,000 Units were issued pursuant to the terms
of a Pre-Incorporation Consultation and Subscription Agreement dated
April 1, 1997.  The Units were issued for consideration consisting of
pre-incorporation services by directors and promoters valued at $0.001
per Unit (or a total of $3,300 per person). Issuance of the Units was
approved in the organizational consent dated September 20, 1997.
Pursuant to the Consent of Directors dated September 30, 1997, an
additional 5,000 units were issued to each of three shareholders.
These Units were issued for cash consideration of $0.50 per Unit, or a
total of $2,500 per person.  Each Unit consists of 20 shares (post-split)
of common stock, 2 Class A common stock purchase warrants, and
one Class B common stock purchase warrant.

On December 15, 1997, the Board of Directors authorized a 2-for-1
stock split, thereby increasing the number of issued and outstanding
shares to 1,020,000 and decreasing the stock basis by half.  The
number of outstanding warrants was not changed.  All references in
the accompanying financial statements to the number of common
shares and per share amounts have been restated to reflect the stock
split.

On June 30, 1999, the Board of Directors authorized a 10-for-1 stock
split, thereby increasing the number of issued and outstanding shares to
11,350,000 and decreasing the stock basis by a factor of ten.  The
number of outstanding warrants was not changed.  All references in
the accompanying financial statements to the number of common
shares and per share amounts have been restated to reflect the stock
split.

As of December 31, 1999 11,350,000 shares of the Company's no par
value common stock were issued and outstanding, along with



1,020,000 Class A warrants and 510,000 Class B warrants entitling the
holder to purchase one share of stock for $2.00 and $4.00 respectively.
The warrants are exercisable through December 31, 2003.

Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, no par value per share.  The
Board of Directors of the Company is authorized to issue preferred
stock from time to time in series and is further authorized to establish
such series, to fix and determine the variations in the relative rights
and preferences as between the series, and to allow for the conversion
of preferred stock into common stock.  No preferred stock has been
issued by the Company.

3.  Related Party Transactions
The Company's directors and officers are also the principal
shareholders, controlling 8,796,000, or 77% of the total outstanding
shares.

Corporate counsel for the Company owns greater than 5% of the total
outstanding shares.  The shares were originally issued for services
valued at $3,300.  Since inception, legal fees to the Company totaled
$8,372.

Rent is being provided to the Company at no charge.  For purposes of
the financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.

For the year ended December 31, 1999, various expenses totaling
$2,173 were paid for by the shareholders of the Company.  Additional
paid-in capital was increased to reflect these payments.

Capital contributions totaling $6,000 were made by the Company's
shareholders in the fourth quarter of 1999.  No stock has been issued
for these capital contributions.

4.  Income Taxes
The Company has Federal net operating loss carryforwards of
approximately $39,500 expiring in the year 2019.  The tax benefit of
these net operating losses, which totals approximately $7,500, has been
offset by a full allowance for realization.  This carryforward may be
limited upon the consummation of a business combination under IRC



Section 381.  For the period ended December 31, 1999, the valuation
allowance increased by approximately $2,000.

5.  Supplemental Disclosure of Non-cash Financing Activities
For the year ended December 31, 1999, the Company recorded rent
expense of $50 per month for a total of $600.

Common stock was issued for consulting and/or legal services on the
following dates:  April 1997, 9,900,000 shares at $0.001 per share
($9,900); and June 1998, 1,150,000 shares at $0.01 per share
($11,500).

ITEM 8.         CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

        The Company has had no change in, or disagreements with, its
principal independent accountant since the date of inception.

                                   Part III

ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

        The directors and executive officers currently serving the
Company are as follows:

<TABLE>
<CAPTION>
Name                         Age                   Positions Held
                                                       and Tenure
<S>                          <C>                              <C>

Grant W. Peck                 45                  President and a
                                                   Director since
                                                  September, 1997

Dean F. Sessions              49            Secretary, Treasurer,
                                             and a Director since
                                                  September, 1997
</TABLE>

        The directors named above will serve until the next annual
meeting of the Company's stockholders.  Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer.

        The directors and officers will devote their time to the Com-
pany's affairs on an "as needed" basis, which, depending on the


circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month.

Biographical Information

Grant W. Peck.

        Mr. Peck has served as President and a Director of the
Company since its inception.

        From 1994 to the present, Mr. Peck has been engaged in the
business of managing commercial real estate which he owns and in the
business of mergers or acquisitions involving blind pool or blank
check companies.  Mr. Peck was the principal shareholder, the
President and a Director of J. S. Grant's, Inc., doing business as Just
Squeezed Juices, from its inception in 1985 until January, 1995, when
the Company was sold.  J.S. Grant's distributed fresh juices from
Denver, Colorado, to five states, and had approximately $3.5 million
in annual sales and 36 employees.  Between 1977 and 1984, Mr. Peck
was an owner and Director of Operations for the Harvest Restaurant
and Bakery, a restaurant company that catered to the then emerging
health-conscious market.  During his tenure with Harvest Restaurant
and Bakery, Mr. Peck was responsible for the growth and daily
operation of the restaurant company, employing over 385 employees
and staffing 28 managers.

        Mr. Peck is currently an officer and director of five other blind
pool or blank check companies, including Capmacco Corp., First
CMA, Inc., Second CMA, Inc., Pacific CMA, Inc., and National
CMA, Inc., all of which are Colorado Corporations.

        Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from
either institution.

Dean F. Sessions.

        Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception.

        From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E.F. Hutton & Co., in its Boulder, Colorado


office.  From 1982 through 1986 Mr. Sessions was an officer, director
and principal shareholder of A. S. Food Company, Inc., a Colorado
corporation formed to acquire the franchise rights for Round The
Corner restaurants in Oregon, Washington and British Columbia.
A. S. Food Company, Inc., opened and operated two Round The
Corner restaurants in the Seattle, Washington area, but in 1986 it filed
bankruptcy and ceased operations.

        In October 1986, Mr. Sessions renewed his securities license
with the NASD and simultaneously joined the Boulder, Colorado
office of E. F. Hutton as an account executive.  From June of 1987
through March of 1988, Mr. Sessions was a registered representative
of L. T. Securities, the securities division of Lincoln Trust Corporation
of Denver, Colorado.  From March, 1988, to August, 1990, Mr.
Sessions was a registered representative with Cohig Securities, Inc. of
Denver, Colorado, and from January, 1991 to June, 1994, Mr. Sessions
was a registered representative with Walford and Company, of
Boulder, Colorado.

        From 1994 to the present, Mr. Sessions has been engaged in
the business of mergers and acquisitions involving blind pool or blank
check companies.  In addition, from August, 1990, to the present, Mr.
Sessions has been actively engaged in attempting to acquire his
Professional Golf Association (PGA) tour card.

        Mr. Sessions is currently an officer and director of five other
blind pool or blank check companies, including Capmacco Corp., First
CMA, Inc., Second CMA, Inc., Pacific CMA, Inc., and National
CMA, Inc., all of which are Colorado Corporations.

        Mr. Sessions has a B.S. degree from the University of
Colorado.

Compliance With Section 16(a) of the Exchange Act.

        Grant Peck, Dean Sessions, and Gary Joiner were each required
to file an Initial Statement of Beneficial Ownership of Securities on
Form 3 at the time of the registration of the Company's securities
under Section 12(g) of the Exchange Act.  None of such persons made
a timely filing of Form 3, but all such filings were completed in
August, 1998.  None of such persons filed a timely report on Form 5
for the fiscal year ended December 31, 1997 or for the fiscal year
ended December 31, 1998. The Company has been advised that its


officers and directors have made timely filings on Form 5 for the
fiscal year ended December 31, 1999.


ITEM 10.        EXECUTIVE COMPENSATION.

        No officer or director received any remuneration from the
Company during the fiscal year.  Until the Company acquires
additional capital, it is not intended that any officer or director will
receive compensation from the Company other than reimbursement for
out-of-pocket expenses incurred on behalf of the Company.  See
"Certain Relationships and Related Transactions."  The Company has
no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in
the future.

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth, as of the end of the Company's
most recent fiscal year, the number of shares of Common Stock owned
of record and beneficially by executive officers, directors and persons
who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.

<TABLE>
<CAPTION>
Name and                Number of Shares                Percent of
Address                 Owned Beneficially              Class Owned
<S>                          <C>                              <C>

Grant W. Peck <F1>
7331 S. Meadow Court
Boulder, Colorado 80301            4,403,000<F2>               38.79%

Dean F. Sessions<F1>
P. O. Box 17881
Boulder, Colorado  80308           4,401,000<F3>               38.78%

Scott B. Olson
1120 Lincoln St, Suite 900


Denver, CO  80203                    1,150,000                  9.25%

Gary S. Joiner
4750 Table Mesa Drive
Boulder, Colorado  80303           1,034,000<F4>                9.11%

All directors and executive
officers (2 persons)                   8,804,000               77.57%

<FN>
<F1>  The person listed is an officer, a director, or both, of the
Company.

<F2> Includes 4,397,000 shares owned directly by Mr. Peck, as well
as 6,000 shares owned by Mr. Peck's children, of which he may be
deemed to be the beneficial owner.  Does not include 442,500 shares
which may be acquired upon exercise of Class A $2.00 warrants
owned by Mr. Peck, or 221,250 shares which may be acquired upon
exercise of Class B $4.00 warrants owned by Mr. Peck.

<F3> Includes 4,399,000 shares owned directly by Mr. Sessions, as
well as 2,000 shares owned by his spouse, of which he may be deemed
to be the beneficial owner.  Does not include 442,500 shares which
may be acquired upon exercise of Class A $2.00 warrants owned by
Mr. Sessions, or 221,250 shares which may be acquired upon exercise
of Class B $4.00 warrants owned by Mr. Sessions.

<F4> Includes 1,024,000 shares owned directly by Mr. Joiner, as well
as 2,000 shares owned by his spouse and 8,000 shares owned by his
children, of which he may be deemed to be the beneficial owner.
Does not include 105,000 shares which may be acquired upon exercise
of Class A $2.00 warrants owned by Mr. Joiner, or 52,500 shares
which may be acquired upon exercise of Class B $4.00 warrants
owned by Mr. Joiner.
</FN>
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

        As permitted by Colorado law, the Company's Articles of
Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they incur to defend, settle,
or satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

        Pursuant to the Colorado Corporation Code, the Company's
Articles of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of Section
7-5-114 of the Colorado Corporation Code, or any transaction from
which a director receives an improper personal benefit.  This exclusion
of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Conflicts of Interest

        None of the officers of the Company will devote more than a
portion of his time to the affairs of the Company.  There will be
occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the
services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

        Each of the Company's officers and directors also are officers,
directors, or both, of several other Boulder, Colorado based
development-stage corporations in the same business as the Company.
These companies may be in direct competition with the Company for
available opportunities.  However, as of the end of the Company's


fiscal year, each of these entities had substantially the same
shareholders as the Company, which means that there was no actual
conflict of interest between the Company and these other entities as of
that time.

        Company management and affiliates intend to actively negotiate
or otherwise consent to the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or
acquisition transaction.  Members of management acquired their shares
for preincorporation services rendered at a price of $0.0025 per share,
and the total purchase price for all presently issued and outstanding
shares was $28,900, of which $7,500 was paid in cash and $21,400
was paid in the form of performance of services.  It is anticipated that
a substantial premium may be paid by the purchaser in conjunction
with any sale of shares by officers, directors or affiliates of the
Company which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to Company officers, directors and affiliates to
acquire their shares creates a conflict of interest for them and may
compromise their state law fiduciary duties to the Company's other
shareholders.  In making any such sale, Company officers, directors
and affiliates may consider their own personal pecuniary benefit rather
than the best interests of the Company and the Company's other
shareholders, and the other shareholders are not expected to be
afforded the opportunity to approve or consent to any particular buy-
out transaction involving shares held by members of Company
management.

ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.
        (a)     The Exhibits listed below are filed as part of this
Annual Report.
<TABLE>
<CAPTION>
Exhibit No.                     Document
<S>                             <C>

3.1                     Articles of Incorporation (incorporated by
reference from Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on March 4, 1998).

3.2                     Bylaws (incorporated by reference from
Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on March 4, 1998).


4.1                     Warrant Agent Agreement (incorporated by
reference from Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on March 4, 1998).

4.2                     Specimen Class A Warrant Certificate
(incorporated by reference from Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on March 4,
1998).

4.3                     Specimen Class B Warrant Certificate
(incorporated by reference from Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on March 4,
1998).

27                      Financial Data Schedule
</TABLE>

        (b)     No reports on Form 8-K were filed by the Company
during the last quarter of its fiscal year ending December 31, 1999.

Signatures

        In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

BUFFALO CAPITAL VIII, LTD.


By: /s/ ________________
Grant W. Peck (Principal Executive Officer and Director)
Date: February 2, 2000


By: /s/ ________________
Dean F. Sessions (Principal Financial Officer and Director)
Date: February 2, 2000