U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]             QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended: September 30, 1999

[ ]            TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________

                         Commission file number 0-23871

                               WORKFIRE.COM, INC.
        (Exact name of small business issuer as specified in its charter)



              COLORADO                                          84-1434323
  (State or other jurisdiction of                            (IRS Employer
   incorporation or organization)                          Identification No.)

    1708 DOLPHIN AVENUE, SUITE 400, KELOWNA, BRITISH COLUMBIA, V1Y 9S4 CANADA
                    (Address of principal executive offices)

                                 (250) 717-8966
                           (Issuer's telephone number)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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___

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

             14,046,080 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
                                NOVEMBER 15, 1999

Transitional Small Business Disclosure Format (check one); Yes___ No   X

Exhibit index on page 17                                      Page 1 of 20 pages

<PAGE>




<TABLE>


WORKFIRE.COM, INC.
(A Development Stage Enterprise)
Consolidated Balance Sheet
Unaudited
<CAPTION>

SEPTEMBER 30, 1999
=================================================================================================================
<S>                                                                                    <C>
Assets
Current assets
    Cash                                                                               $       56,777
    Accounts receivable                                                                         3,837
    Prepaid expenses                                                                          106,479
    -------------------------------------------------------------------------------------------------------------
                                                                                              167,093


Capital assets                                                                                 59,181
-----------------------------------------------------------------------------------------------------------------
                                                                                       $      226,274
=================================================================================================================

Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable and accrued liabilities                                           $       47,698
    Due to related parties                                                                    143,264
                                                                                       --------------
                                                                                              190,962


Minority interest                                                                               3,820


Stockholders' Equity
    Share capital                                                                             895,973
    Deficit accumulated during the development stage                                         (859,420)
    Foreign currency translation adjustment                                                    (5,061)
    -------------------------------------------------------------------------------------------------------------
                                                                                               31,492
-----------------------------------------------------------------------------------------------------------------
                                                                                       $      226,274
=================================================================================================================
</TABLE>





                                        2

<PAGE>


<TABLE>

WORKFIRE.COM, INC.
(A Development Stage Enterprise)
Consolidated Statement of Loss and Deficit
Unaudited
<CAPTION>
====================================================================================================================================

                                                                                                                           From
                                                                                              Nine month              inception
                                                                                            period ended        July 7, 1998 to
                                                                                      September 30, 1999     September 30, 1999

====================================================================================================================================

<S>                                                                                  <C>                        <C>
Revenue
    Interest                                                                         $             8,767                 10,342
Expenses
    Research and development
        Consultants                                                                               30,007                 30,566
        Internet access charges                                                                    2,929                  5,047
        Purchased research and development                                                             -                100,000
        Salaries and benefits                                                                    244,770                341,850
        ----------------------------------------------------------------------------------------------------------------------------
                                                                                                 277,706                477,463
    General and administrative
      Amortization                                                                                 9,809                 13,757
      Marketing and promotion                                                                     70,282                 85,617
      Office and administration                                                                   46,570                 59,155
      Professional fees                                                                           57,700                 68,673
      Rent and utilities                                                                          43,317                 55,115
      Salaries and benefits                                                                      116,134                175,328
      Travel                                                                                      17,851                 33,926
      ------------------------------------------------------------------------------------------------------------------------------
                                                                                                 361,663                491,571

------------------------------------------------------------------------------------------------------------------------------------
Loss for the period, before minority interest                                        $          (630,602)              (958,692)

MINORITY INTEREST IN LOSS OF SUBSIDIARY                                                           63,179                 99,272
------------------------------------------------------------------------------------------------------------------------------------


LOSS FOR THE PERIOD                                                                             (567,423)              (859,420)

Deficit, beginning of period,
   As previously stated                                                                         (328,086)                     -
   Adjustment for minority interest in subsidiary                                                 36,089                      -
------------------------------------------------------------------------------------------------------------------------------------
Deficit, beginning of period, as restated                                                       (291,997)                     -


DEFICIT, END OF PERIOD                                                               $          (859,420)              (859,420)
====================================================================================================================================

Weighted average number of shares outstanding during the period                                                      21,872,878

Loss per share                                                                                                  $         (0.02)
====================================================================================================================================
</TABLE>


                                        3

<PAGE>

<TABLE>


WORKFIRE.COM, INC.
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows
Unaudited
<CAPTION>
====================================================================================================================================

                                                                                                                           From
                                                                                            Nine month                Inception
                                                                                          period ended             July 7, 1998
                                                                                    September 30, 1999     to September 30,1999

====================================================================================================================================
<S>                                                                               <C>                      <C>
Cash provided by (used in):
Operations

    Loss for the period                                                           $           (567,423)                (859,420)
    Items not involving cash:
        Amortization                                                                             9,809                   13,757
        Minority interest                                                                      (63,179)                 (99,272)
    Changes in non-cash working capital:
        Accounts receivable                                                                        460                   (3,837)
        Prepaid expenses                                                                      (101,153)                (106,479)
        Accounts payable and accrued liabilities                                                31,682                   47,698
    --------------------------------------------------------------------------------------------------------------------------------
                                                                                              (689,804)              (1,007,553)

Financing

    Advances from related parties                                                              143,842                  143,264
    Issue of common shares for cash                                                            262,667                  942,880
    Issue of common shares for services                                                         56,250                   56,250
    Issue of common shares upon reorganization
       and stock purchase                                                                          560                      560
    --------------------------------------------------------------------------------------------------------------------------------
                                                                                               463,319                1,142,954

Investments
    Expenditures on capital assets                                                             (25,920)                 (72,938)

Foreign currency translation adjustment                                                         (6,476)                  (5,686)

------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                                                   (258,881)                  56,777

Cash, beginning of period                                                                      315,658                        -

------------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                               $             56,777                   56,777
====================================================================================================================================
</TABLE>


                                        4

<PAGE>
WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period from January 1, 1999 to September 30, 1999
================================================================================

     Workfire.com,  Inc. (the "Company") is a development  stage company and was
     incorporated on September 19, 1997 under the laws of the state of Colorado.
     The  Company's   principal  business   activity,   through  its  89%  owned
     subsidiary,  Workfire.com  (formerly  Workfire  Technologies  Inc.), is the
     development of software to deliver extended  internet  services to internet
     users  (the  "Workfire"  technology).  The  Company  changed  its name from
     Buffalo Capital VII on June 18, 1999.

1.   SIGNIFICANT ACCOUNTING POLICIES:

     a) Translation of Financial Statements

        The Company's subsidiary, Workfire Development Corporation,  operates in
        Canada and its operations are conducted in Canadian currency.

        Except as otherwise  noted,  these  statements  are  presented in United
        States  currency for the  convenience  of readers  accustomed  to United
        States currency. The method of translation applied is as follows:

        i)   Assets and  liabilities  are  translated at the rate of exchange in
             effect at the balance sheet date, being US $1.00 per Cdn $1.50.

        ii)  Revenues and expenses are translated at the exchange rate in effect
             at the transaction date.

        iii) The net  adjustment  arising from the  translation is recorded as a
             separate component of stockholders' equity called "foreign currency
             translation adjustment".

     b) Basis of consolidation

        The  consolidated  financial  statements  include  the  accounts  of the
        Company and it's 89% owned subsidiary  Workfire.com  (formerly  Workfire
        Technologies Inc.), ("WF") and WF's wholly-owned subsidiaries,  Workfire
        Technologies   International  Inc.  ("WTII")  and  Workfire  Development
        Corporation ("WDC").

        Effective June 18, 1999,  Buffalo Capital VII, Ltd. ("BC7") acquired 89%
        of the  outstanding  common  shares of WF. As WF  shareholders  obtained
        control of BC7 through the  exchange of their shares of WF for shares of
        BC7, the acquisition of WF has been accounted for in these  consolidated
        financial statements as a reverse acquisition.  Effective June 18, 1999,
        BC7 adopted  the name,  Workfire.com,  Inc.  ("WFI"),  with  shareholder
        approval  of the  name  change  on  July  12,  1999.  Consequently,  the
        consolidated  statements  of loss and deficit and cash flows reflect the
        results of operations  and changes in financial  position of WF, and its
        wholly-owned  subsidiaries WTII and WDC, for the nine month period ended
        September 30, 1999,  combined with those of the legal parent,  WFI, from
        acquisition  on June 18, 1999, in  accordance  with  generally  accepted
        accounting principles for reverse acquisitions.




                                        5

<PAGE>

WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (continued)
$ United States

Period from January 1, 1999 to September 30, 1999
================================================================================

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        In these notes to the consolidated  financial  statements,  the Company,
        prior to the  business  combination  with WF, is referred to as BC7, and
        after  completion  of the  business  combination  and  name  change,  is
        referred to as WFI.

        The minority  interest in the Company's  subsidiary,  WF, represents the
        minority  shareholders'  11% share of  stockholder's  equity  less their
        proportionate share of the loss of WF.

     c) Use of estimates

        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions  that affect the reported  amounts of assets and liabilities
        and disclosures of contingent  assets and liabilities at the date of the
        financial  statements and the reported  amounts of revenues and expenses
        during the  reporting  period.  Actual  results  could differ from those
        estimates.

     d) Financial instruments

        The fair values of cash,  accounts  receivable and accounts  payable and
        accrued  liabilities  approximate  their  carrying  values  due  to  the
        relatively  short  periods to maturity of these  instruments.  It is not
        possible to  determine  the fair value of amounts  due  from/to  related
        parties as a maturity date is not determinable.  The maximum credit risk
        exposure for all financial assets is the carrying amount of that asset.

     e) Capital assets

        Capital  assets are stated at cost.  Amortization  is provided using the
        following methods and annual rates:

        ========================================================================
        Asset                                         Method           Rate
        ------------------------------------------------------------------------

        Office equipment                   Declining balance            20%
        Computer equipment                 Declining balance            30%
        Computer software                  Declining balance           100%
        Incorporation costs                    Straight line            20%
        ------------------------------------------------------------------------

        Amortization  is provided at  one-half  the annual  rates in the year of
        acquisition.


                                       6

<PAGE>
WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (continued)
$ United States

Period from January 1, 1999 to September 30, 1999
================================================================================

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     f) Technology

        Software  development  costs have been accounted for in accordance  with
        Statement of Financial  Accounting  Standards No. 86, ACCOUNTING FOR THE
        COSTS OF COMPUTER  SOFTWARE TO BE SOLD,  LEASED OR  OTHERWISE  MARKETED.
        Under the standard,  capitalization of software development costs begins
        upon the  establishment  of  technological  feasibility,  subject to net
        realizable value considerations.  Technological feasibility has not been
        established  at September 30, 1999 and therefore all costs of acquiring,
        developing and enhancing the Workfire technology are charged to earnings
        as incurred.

     g) Loss per share

        Loss per share has been calculated  using the weighted average number of
        common shares  outstanding  during the period.  The full exercise of the
        stock options  referred to in note 6 is  anti-dilutive  and consequently
        loss per share on a fully diluted basis has not been presented.

2.   BUSINESS COMBINATION:

     Effective  June 18, 1999,  WF and BC7 executed a  reorganization  and stock
     purchase agreement. BC7 issued 10,431,725 common shares to the shareholders
     of WF in consideration for 89% of the issued and outstanding  common shares
     of WF on the basis of 1 common  share of BC7 for every  common share of WF.
     As the former  shareholders of WF obtained control of BC7 through the share
     exchange,  this  transaction  has been  accounted  for in  these  financial
     statements as a reverse  acquisition  and the purchase method of accounting
     has been applied. Under reverse acquisition accounting, WF is considered to
     have  acquired  BC7 with the  results of BC7's  operations  included in the
     consolidated  financial  statements  from  the  date  of  acquisition.  The
     acquisition  has been recorded at the net asset value of BC7 at the date of
     acquisition. The acquisition details are as follows:

     Net assets acquired
       Cash                                                        1,310
       Organizational costs                                          470
       Accounts payable                                           (1,220)
     ---------------------------------------------------------------------------
                                                                     560
     ===========================================================================

     Consideration given for net assets acquired
     10,431,725 Common shares issued                                 560
     As WF is deemed to be the continuing entity, share capital of WFI (formerly
     BC7) has been increased by $802,723 as a result of accounting for this
     combination as a reverse acquisition.


                                        7

<PAGE>

WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (continued)
$ United States

Period from January 1, 1999 to September 30, 1999
--------------------------------------------------------------------------------

2.   BUSINESS COMBINATION(CONTINUED):


     The consolidated statements of loss and deficit and cash flows reflect the
     results of operations and changes in financial position of WF, the legal
     subsidiary, for the nine month period ended September 30, 1999, combined
     with those of WFI the legal parent, from June 18, 1999, being the effective
     date of the acquisition, to September 30, 1999.

3.   CASH:

     Included in cash is $15,650  restricted  for credit  purposes on  corporate
     credit cards.  The funds will be released upon the company  completing  one
     year of operations.

4.   DUE FROM RELATED PARTIES:

     Amounts due from  related  parties are  unsecured  with no stated  terms of
     repayment and do not bear interest.

5.   CAPITAL ASSETS:

<TABLE>
<CAPTION>

     ====================================================================================
                                                         Accumulated          Net book
                                          Cost          amortization             value
     ------------------------------------------------------------------------------------

<S>                              <C>                  <C>               <C>
     Office equipment            $      12,268        $        2,296    $        9,972
     Computer equipment                 52,557                 8,219            44,338
     Computer software                   5,042                 2,546             2,496
     Incorporation costs                 1,413                   304             1,109
     Leasehold improvements              1,658                   392             1,266
     ----------------------------------------------------------------------------------------
                                 $      72,938        $       13,757    $       59,181
     ====================================================================================
</TABLE>



                                        8

<PAGE>



WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (continued)
$ United States

Period from January 1, 1999 to September 30, 1999
================================================================================



6.   STOCKHOLDERS' EQUITY:

     a) Authorized:
           100,000,000 common voting shares,  no par value
            10,000,000 non-voting preferred shares, no par value

     b) Common Shares Issued and Outstanding

         The continuity of the Company's issued and outstanding share capital,
is as follows:
<TABLE>
<CAPTION>

WORKFIRE.COM:                                                                                  NUMBER OF
                                                                                                  SHARES          AMOUNT
                                                                                                  ------          ------
<S>                                                                                    <C>               <C>
Balance, December 31, 1998                                                                    12,372,533     $   680,213

Voluntary retirement of common shares by shareholder                                         (1,000,000)               -

Issued for cash                                                                                  350,222         262,667

                                                                                       ---------------------------------
Workfire.com balance September 30, 1999                                                       11,722,755         942,880

Number of shares held by dissenting stockholders
to business combination with Buffalo Capital VII (BC7)                                       (1,291,030)       (103,717)

Common shares of BC7 issued to WF shareholders                                         ---------------------------------
at time of business combination on June 18, 1999                                              10,431,725         839,163
                                                                                       ---------------------------------

WORKFIRE.COM INC.:

Buffalo Capital VII balance, December 31, 1998                                                 4,620,000          33,650

Expenses paid by shareholder on behalf of the Company                                                  -           2,790

Common shares issued upon 5.804688 to 1 stock split                                           22,197,658               -
                                                                                       ---------------------------------
                                                                                              26,817,658          36,440

Voluntary retirement of common shares by shareholders                                       (23,253,303)               -

                                                                                       ---------------------------------
                                                                                               3,564,355          36,440

Increase in the book value of BC7's share capital to that of WF                                        -         802,723

                                                                                       ---------------------------------
BC7 balance, June 18, 1999 prior to business combination with WF                               3,564,355         839,163


                                        9

<PAGE>


<CAPTION>

WORKFIRE.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (continued)
$ United States

Period from January 1, 1999 to September 30, 1999
================================================================================

6.   STOCKHOLDERS' EQUITY (CONTINUED):



<S>                                                                                    <C>               <C>
        Shares of BC7 issued to Workfire.com shareholders to Acquire 89.00% of the
        shares of WF (above) recorded at the carrying
        Value of BC7's net assets (note 2)                                                    10,431,725             560

        Shares issued for services during period(net of minority interest)                        50,000          56,250

                                                                                       ---------------------------------
        WFI balance, September 30, 1999                                                       14,046,080         895,973
                                                                                       ---------------------------------

</TABLE>


     c) Stock option plan:

        For the Company, 1,381,839 common shares have been reserved for issuance
        of stock options to key employees. Of this amount, the following options
        were granted in during and up to the period ended September 30th, 1999:

<TABLE>
<CAPTION>
========================================================================================================
                 Stock options issued
        during period and outstanding                    Exercise price                          Expiry
                at September 30, 1999                         per share                            Date

--------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>                        <C>
                              306,375                         Cdn $2.93                   June 19, 2009
--------------------------------------------------------------------------------------------------------
                                5,999                       US   $1.1875               September 7,2004
========================================================================================================
                              312,374
========================================================================================================
</TABLE>




                                       10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

         The following discussion should be read in conjunction with the
consolidated financial statements of the Company. This report includes certain
forward-looking statements, which reflect the Company's plans, estimates and
beliefs. The Company's actual results could differ materially from those
discussed in the forward-looking statements based upon, among other things, the
Company's ability to raise additional capital, the Company's ability to complete
its products in a timely manner, the Company's ability to produce a product
which is accepted by the marketplace, and the Company's ability to compete
within its target market.

HISTORY

         The Company was incorporated under the laws of the State of Colorado on
September 19, 1997. The Company has one subsidiary, Workfire.com, a Nevada
corporation ("Workfire- Nevada"). As the result of a Reorganization and Stock
Purchase Agreement between the Company and Workfire-Nevada, the Company acquired
89.00% of the issued and outstanding shares of Workfire-Nevada.

         The Company, through Workfire-Nevada, is completing a distributed
Internet performance enhancing system. Workfire's proprietary and robust system
is intended to provide Internet users and content providers with products which
improve the performance and usability of the Internet. The Company's Genetic
Caching system is intended to provide performance improvements and bandwidth
savings through better management of the transmission of data between a web site
and an end-user. The Genetic Caching server software will be marketed to large
content providers who are looking for a competitive edge and are motivated to
make their customers' browsing experience as enjoyable as possible. The
Company's client software will be marketed to all Internet users. Management
intends to segment the market between different Internet access methods so the
benefits of the technology can be clearly presented to each segment.

         The Company's system will consist of a server product as well as an
easy to install client application, which will run in the background. The server
component will be placed at the content provider's web site and will handle all
requests coming to the web site. Both the client and the server are intended to
improve web performance independently, and should further improve performance
when used together. The client is intended to process the user's Internet
requests without intruding on the user's activities. The Company intends to
distribute the client and server software through alpha and beta programs to
investors and screened beta testers prior to release. The system is currently in
the development phase. As of the date of this report, Beta versions of the
server product have been integrated into working live demonstrations. The full
product launch of the Workfire Server is expected in January 2000.

         The Company is a development stage company which has suffered losses
from operations, requires additional financing, and ultimately needs to complete
development of its

                                       11

<PAGE>



product, generate revenues, and successfully attain profitable operations to
realize the value of its software product and remain a going concern.

PLAN OF OPERATION

MARKETING

         The Company intends to expand its marketing and sales forces during the
next 12 months as the product is launched and the Company begins selling to
customers. The bulk of the Company's marketing efforts will be conducted on the
Internet and via direct sales to large content providers. There will be
significant expenditures relating to the Company's attendance at large industry
trade shows such as Fall Comdex and Spring Internet World. The Company has
budgeted $1.57 million for its marketing efforts from November 1999 to November
2000. This amount includes salaries, advertising and all other marketing
activities.

         During the next 12 months, the Company anticipates hiring approximately
10 people for sales and marketing, including a Vice President of Marketing/Sales
and a direct sales force which will be responsible for sales to content
providers. Public Relations and Graphic Design will be outsourced as required.
Salaries for these employees have been included in the Company's marketing
budget.

         The Company intends to attend a small number of large trade shows and
focus its marketing efforts to maximize the benefits of these trade shows. The
first of these trade shows will be Fall Comdex in November 1999. The expected
cost of attending Fall Comdex and the Company's public relations efforts
surrounding Fall Comdex are estimated to be approximately $75,000. Management
believes that the other trade shows the Company plans to attend will have
comparable costs.

         Management intends to use a flexible pricing model for the initial
pricing of the Company's products as the Company attempts to develop a customer
base of high profile content providers. Over time, management believes the
pricing model will develop in a similar fashion to other software server models.
Pricing for the server will range from $2,500 to $25,000 depending on the amount
of traffic a content provider experiences on a regular basis. In addition, the
Company intends to sell technical support contracts to customers. Management
estimates that one year of technical support will be priced at 40% of the cost
of the product.

RESEARCH AND DEVELOPMENT

         During the next twelve months the Company intends to perform various
Internet research and development activities. The areas of research will
include:

         *  optimization techniques for Internet protocols such as HTTP;
         *  advanced compression techniques for text, images, audio/video; and
         *  research into caching optimization techniques.


                                       12

<PAGE>



         These activities will require high speed Internet connectivity and
state-of-the-art server systems. The research will be conducted by engineers and
mathematicians.

         The Company anticipates hiring at least 15 to 20 new employees for
research and development over the next twelve months. Additionally, during the
next twelve months the Company plans to purchase approximately $75,000 to
$100,000 worth of computer equipment to provide new employees with the tools
required for programming.

         Management believes the Company has sufficient working capital to fund
its operations through December 1999.

RESULTS OF OPERATIONS

         For the nine months ended September 30, 1999, the Company received
interest revenue of $8,767, compared to interest revenue of $1,575 from
inception to December 31, 1998. The increase is attributable to increased cash
deposits during the first nine months of 1999.

         The Company has incurred a net loss of $859,420 from July 7, 1998 (date
of inception) through September 30, 1999, due to continuing costs of raising
capital, normal expenses of operating over an extended period of time, and
research and development expenses. In addition, an investment of $100,000 was
made when Workfire purchased the exclusive rights to its proprietary technology.

         General and administration expenses were $361,663 and $491,571 for the
nine months ended September 30, 1999, and from date of inception to September
30, 1999, respectively. For the nine months ended September 30, 1999, general
and administrative spending consisted primarily of costs associated with
salaries for marketing and administrative staff ($116,134), and expenses
incurred for marketing and press conferences for Internet World in New York and
Comdex in Las Vegas ($70,282). Also included in general and administrative costs
were professional fees of $57,700, a majority of which were incurred in
conjunction with the share exchange of Workfire.com for Workfire.com Inc.
shares, which occurred June 18th, 1999. The increases are attributable to the
increase in the size of the company requiring increased administration spending
in the areas of rent and office supplies as well as the expenses relating to
operating a public vs. private company. The Company anticipates that these
expenses will continue to increase as the Company completes development of its
software and begins to distribute its products.

         From inception to September 30, 1999, the Company spent $477,463 on
research and development activities. Research and development costs primarily
consist of expenses related to engineering design work and testing on the
Workfire Technology ($341,850), bandwidth requirements relating to that testing
($5,047), and the cost of the purchase of the initial Workfire Technology
($100,000). For the nine months ended September 30, 1999, research and
development expenses were $277,706. During the nine months ended September 30,
1999, the Company incurred consulting fees of $30,007 and salaries and benefits
of $244,770. Generally, the increases in consulting fees and salaries and
benefits are attributable to the increased development of the Workfire
Technology. The Company expects research and development

                                       13

<PAGE>



spending to increase significantly as the Company completes the commercial
development of its Technology, and begins to market its product.

         The introduction of the Company's technology to the market will be
influenced by the Company's ability to obtain further funding, enter into
strategic relationships, and complete commercial development of its technology
and develop further tests. There can be no assurance that the Company will be
able to obtain the required funding, enter into any strategic agreements or
ultimately complete its commercial technology.

         On September 30, 1999, shareholders holding 1,291,030 shares of
Workfire-Nevada common stock, gave notice to the Company of their intention to
dissent from the share exchange between the Company and Workfire-Nevada.
Pursuant to the General Corporation Law of the State of Nevada, the dissenting
shareholders of Workfire-Nevada were paid the fair value of their shares, which
was determined by a third-party accounting firm at $.057 per share. On October
28, 1999, the dissenting shareholders notified the Company that they believe the
fair value of their common stock, prior to the share exchange, was higher. The
dissenting shareholders have demanded that the Company pay them $0.75 per share,
plus interest, which represents a difference of $0.693 per share or an aggregate
of $894,684. The Company must pay the dissenting shareholders the amount
demanded on or before December 27, 1999, or must institute a proceeding, in the
appropriate court in the State of Nevada, to determine the fair value. If the
Company institutes a proceeding to determine the fair value of the shares, the
Company may have to bear the entire cost of the proceeding, its legal fees, and
the legal fees of the dissenting shareholders.

LIQUIDITY AND CAPITAL RESOURCES

         From July 7, 1998 to September 30, 1999, the Company has raised
approximately $942,880 through private sales of stock. In the period ended
September 30, 1999, approximately $143,000 was advanced from two private
companies, controlled by shareholders of the Company. As of the date of this
report, the terms of repayment have not been finalized; however, these advances
bear interest at prevailing market rates.

         The Company incurred capital expenditures of approximately $72,938 from
inception to September 30, 1999. The Company anticipates significantly higher
capital expenditures in the near future for computer equipment and office
expansion as the Company nears product introduction. The timing and amount of
such expenditures will be governed by the Company's development and market
introduction schedules, which are subject to change due to a number of factors
including development delays and availability of future financing.

         The Company's working capital at September 30, 1999, was $(23,869), as
compared to $309,265 at December 31, 1998. This decrease was due to the Company
using its capital in the normal course of business. Since the Company has no
significant source of revenue, working capital will continue to be depleted by
operating expenses. Furthermore, if the Company should generate an operating
loss for the current year comparable to the loss incurred for the year ended
December 31, 1998, a substantial portion of the Company's remaining cash and
working capital will be depleted.


                                       14

<PAGE>



         The Company had current liabilities of $190,962 at September 30, 1999,
as compared to $16,016 at December 31, 1998. The increase is due in large part
to the short-term loans received in the period.

         The Company requires additional funding to continue operations, develop
the Workfire Technology, establish sales and marketing capabilities, and
generate sales once product development is completed. On November 5, 1999, the
Company announced that it had entered into an agreement with a financial
advisory firm to provide financing for Workfire-Nevada. Details regarding the
financing have not been finalized.

         As a result of obtaining the financial commitment, the Company's Board
of Directors has determined to distribute all of the Company's shares of
Workfire-Nevada pro rata to the Company's shareholders of record as at the close
of business on November 12, 1999.

         It is expected that the Company will seek another business opportunity
upon completion of the share distribution, as well as a change of its corporate
name and trading symbol.

YEAR 2000 COMPLIANCE

         Many existing computer systems and applications, and other control
devices use only two digits to identify a year in the date field, without
considering the impact of the upcoming change in the century. Others do not
correctly process "leap year" dates. As a result, such systems and applications
could fail or create erroneous results unless corrected so that they can
correctly process data related to the year 2000 and beyond, but there can be no
assurance that such upgrades will be completed on a timely basis or without
incurring substantial costs. While the Company has evaluated its products for
year 2000 compliance and believes that each is substantially year 2000
compliant, there can be no assurance that the Company's products are or will
ultimately be year 2000 compliant. In addition, the Company believes that it is
not possible to determine whether all of its customers' products into which the
Company's products are incorporated will be year 2000 compliant because the
Company has little or no control over the design production and testing of its
customers' products. The Company relies on its systems, applications and devices
in operating and monitoring all major aspects of its business, including
financial systems (such as general ledger, accounts payable and payroll
modules), customer services, infrastructure, embedded computer chips, networks
and telecommunications equipment and end products. Although the Company is in
the process of upgrading its software to address the year 2000 issue, there can
be no assurance that such upgrades will be completed on a timely basis at
reasonable costs, or that such upgrades will be able to anticipate all of the
problems triggered by the actual impact of the year 2000. The Company also
relies, directly and indirectly on external systems for the testing of
substantially all of the Company's products and business enterprises such as
customer, suppliers, creditors, financial organizations, and of governmental
entities, both domestic and international, for accurate exchange of data. The
Company could be affected through disruptions in the operation of the
enterprises with which the Company interacts or from general widespread problems
or an economic crisis resulting from non-compliant year 2000 systems. Despite
the Company's efforts to address the year 2000 impact on its internal systems
and business operations, there can be no assurance that such impact will not
result in a material disruption of its business or have a material adverse
effect on the Company's business, financial condition or results of operations.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On June 10, 1999, the Company effected a 5.804688-for-one stock split,
increasing the number of issued and outstanding shares by 22,197,658 shares.

         On June 18, 1999, a change in control of the Company occurred, in
conjunction with closing under a Reorganization and Stock Purchase Agreement.
Prior to closing under the Reorganization and Stock Purchase Agreement, the
Company had a total of 26,817,658 shares issued and outstanding. As the first
step in the closing process certain shareholders of the Company agreed to
voluntarily surrender for cancellation a total of 23,253,303 shares, leaving a
total of 3,564,355 shares of common stock issued and outstanding.

         Following the cancellation of shares, the Company issued 10,431,725
shares of its common stock, pursuant to Rule 506 of Regulation D, in exchange
for 89% of the issued and outstanding common stock of Workfire.com, a Nevada
corporation. As a result of that transaction, Workfire.com became an 89%-owned
subsidiary of the Company.

         As the third step in the closing process, certain persons, who are not
affiliates of Workfire.com, purchased a total of 2,952,871 shares and all of the
issued and outstanding Class A and Class B Warrants from prior shareholders of
the Company. The Warrants were then canceled.

         As a result of these transactions, on June 18, 1999, the Company had
13,996,080 issued and outstanding shares of common stock, of which 10,431,725
shares, or approximately 74.54%, were owned by persons who were previously
shareholders of Workfire.com. Certain non-affiliated persons designated by
Workfire.com own 2,952,871 shares, or approximately 21.18% of the issued and
outstanding common stock, and persons who were previously shareholders of the
Company owned a total of 611,484 shares or approximately 4.39% of the issued and
outstanding common stock.

         On June 19, 1999, the Board of Directors approved the issuance of stock
options to key employees of the Company. Pursuant to the terms of the stock
options, 306,375 shares of the Company's common stock has been reserved for
issuance to the key employees. The options are

                                       16

<PAGE>


exercisable at any through June 19, 2009 at a price of CDN$2.93 per share. The
options were issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended.

         During September 1999, the Board of Directors approved the issuance of
stock options to Headline Technologies Ltd. to purchase up to 5,999 shares of
the Company's common stock, in exchange for technical audit, research and
development services. Pursuant to the terms of the stock options, 5,999 shares
of the Company's common stock has been reserved for issuance to Headline
Technologies Ltd. The options are exercisable at any through September 7, 2004
at a price of $1.1875 per share. The options were issued pursuant to Section
4(2) of the Securities Act of 1933, as amended.

         During September 1999, the Company issued 25,000 shares of common stock
to The MacLean Marketing Group, Inc. at a price of $1.125 per share, in exchange
for marketing services. The shares were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

         During September 1999, the Company issued 20,000 shares of common stock
to Revell-Pechar, Inc. at a price of $1.125 per share, in exchange for public
relations services. The shares were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

         During September 1999, the Company issued 5,000 shares of common stock
to Mars Hill Virtual Management Inc. at a price of $1.125 per share, in exchange
for Internet web page design services and sales assistance. The shares were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not Applicable.

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

        Not Applicable.

ITEM 5. OTHER INFORMATION

        Not Applicable.


                                       17

<PAGE>




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>

        A)      EXHIBITS
<CAPTION>

         REGULATION                                                                           SEQUENTIAL
         S-B NUMBER                         EXHIBIT                                               PAGE

<S>         <C>               <C>                                                         <C>
            3.1               Articles of Incorporation  (1)<F1>                                   N/A
            3.2               Bylaws (1)<F1>                                                       N/A
            4.1               Warrant Agent Agreement (1)<F1>                                      N/A
            4.2               Specimen Class A Warrant Certificate  (1)<F1>                        N/A
            4.3               Specimen Class B Warrant Certificate (1)<F1>                         N/A
            11                Statement Regarding Computation of Per Share Earnings       See Financial Statements
            27                Financial Data Schedule                                              19
            99.1              Reorganization and Stock Purchase Agreement (2)<F2>                  N/A

<FN>
<F1>
        (1)    Incorporated by reference from the Registration Statement on Form
               10-SB filed with the Securities and Exchange Commission on March
               4, 1998.

<F2>
        (2)    Incorporated by reference from the Current Report on Form 8-K
               filed with the Securities and Exchange Commission dated June 18,
               1999.
</FN>
</TABLE>

         B)     REPORTS ON FORM 8-K:

                None.





                                       18

<PAGE>




                                   SIGNATURES
            In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                                  WORKFIRE.COM, INC.


Date: November 15, 1999                           By:/s/TOM TAYLOR
                                                  Tom Taylor, President



                                       19

<PAGE>







                                   Exhibit 27
                             Financial Data Schedule


                                       20

<PAGE>