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: March 31, 2000

[ ]         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

                           BCS INVESTMENT CORPORATION
        (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 MAY 8, 2000

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


Exhibit index on page 15                                      Page 1 of 18 pages
<PAGE>

                        Financial Statements of

                        BCS INVESTMENT CORPORATION

                        (Formerly Workfire.com, Inc.)

                        (A Development Stage Enterprise)

                        March 31, 2000





                                       2

<PAGE>


BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Balance Sheets
$ United States

March 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>
======================================================================================================
                                                                       2000                      1999
                                                                (Unaudited)
------------------------------------------------------------------------------------------------------
<S>                                                             <C>                       <C>

ASSETS

Current assets
   Prepaid expenses                                             $     5,928               $    25,206
------------------------------------------------------------------------------------------------------
                                                                $     5,928               $    25,206
======================================================================================================

LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities                     $    11,382               $    13,893

Due to a related party (note 3)                                      11,256                    22,035

Stockholders' equity (deficiency)
   Capital stock (note 4)                                            58,133                    58,133
   Additional paid in capital                                       837,370                   837,370
   Deficit accumulated during the development stage                (911,390)                 (905,402)
   Accumulated comprehensive income                                    (823)                     (823)
   ----------------------------------------------------------------------------------------------------
                                                                    (16,710)                  (10,722)
-------------------------------------------------------------------------------------------------------
                                                                $     5,928               $    25,206
=======================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       3

<PAGE>

BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Loss
$ United States

Three month period ended March 31, 2000 and 1999 and period from incorporation
  on July 7, 1998 to March 31, 2000
(Unaudited)

<TABLE>
<CAPTION>
================================================================================================================
                                                           From inception
                                                         (July 7, 1998) to
                                                           March 31, 2000              2000                1999
----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                    <C>                <C>

Revenue
   Interest                                                $      10,422        $        -         $      4,432

Expenses
   Research and development
      Consultants                                                 42,049                 -                2,197
      Internet access charges                                      8,454                 -                1,451
      Purchased research and development                         100,000                 -                   -
      Salaries and benefits                                      396,143                 -               73,789
      ----------------------------------------------------------------------------------------------------------
                                                                 546,646                 -               77,437
   General and administrative
      Amortization                                                26,820                 -                3,333
      Consulting                                                  16,838                 -                   -
      Foreign exchange                                            10,424                 -                   -
      Interest on long term debt                                   5,050                 -                   -
      Marketing and promotion                                    107,039                525                  37
      Office and administration                                   53,265                117              17,758
      Professional fees                                           79,202              5,346              12,009
      Rent and utilities                                          49,849                 -               17,564
      Salaries and benefits                                      171,321                 -               34,197
      Travel                                                      52,860                 -                3,199
      Write off of loan receivable                                10,707                 -                   -
      Write off of goodwill on purchase of
        shares held by minority stockholders                      65,420                 -                   -
      ----------------------------------------------------------------------------------------------------------
                                                                 648,795              5,988              88,097
----------------------------------------------------------------------------------------------------------------
Loss before income taxes and minority interest                (1,185,019)            (5,988)           (161,102)

Income taxes                                                       2,234                 -                   -
----------------------------------------------------------------------------------------------------------------
Loss before minority interest                                 (1,187,253)            (5,988)           (161,102)

Minority interest in loss of former subsidiary                    59,989                 -                   -
----------------------------------------------------------------------------------------------------------------
Net loss                                                   $  (1,127,264)       $    (5,988)       $   (161,102)
================================================================================================================

Weighted average number of shares outstanding                 12,799,038         14,046,080          12,450,360

Loss per share                                             $       (0.09)       $        -         $      (0.01)
================================================================================================================
</TABLE>


See accompanying notes to financial statements.

                                       4

<PAGE>



BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Stockholders' Equity (Deficiency) and Comprehensive Income
$ United States

Three month period ended March 31, 2000 and period from incorporation on July 7,
  1998 to March 31, 1999
(Unaudited)

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                        Deficit
                                                                                    Accumulated
                                           Number                    Additional      During the          Accumulated
                                               of       Capital         Paid in     Development        Comprehensive
                                           Shares         Stock         Capital           Stage               Income           Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>             <C>                 <C>                <C>
BC7
====================================================================================================================================
BC7 balance, December 31, 1998          4,620,000    $   32,900    $        750    $   (31,796)        $          -       $   1,854
Expenses paid by stockholder
 on behalf of the Company                       -             -           2,790              -                    -           2,790
Issued June 14, 1999 upon
 5.804688 to 1 stock split             22,197,658             -               -              -                    -               -
Voluntary cancellation of shares by
 stockholders, June 18, 1999          (23,253,303)      (28,527)         28,527              -                    -               -
Increase in the book value of BC7's
 stockholders' equity to 89% of WTI             -        (2,580)        805,303       (260,201)                  703        543,225
------------------------------------------------------------------------------------------------------------------------------------
BC7 balance, June 18, 1999 prior to
 reorganization and purchase of WTI
 stock                                  3,564,355         1,793         837,370       (291,997)                  703        547,869
Issued upon reorganization and
 purchase of 89% WTI stock, recorded
 at the book value of BC7's tangible
 net assets                            10,431,725            90               -              -                    -              90
Issued October 6, 1999 for
 services at $1.125 per share              45,000        50,625               -              -                    -          50,625
Issued November 9, 1999
 for services at $1.125 per share           5,000         5,625               -              -                    -           5,625
Adjustment to record distribution of
 WFI's shares of WTI to stockholders,
 November 12, 1999                              -             -               -        179,785                    -         179,785
Comprehensive income:
   Loss                                         -             -               -       (793,190)                   -        (793,190)
   Foreign currency translation
    adjustment                                  -             -               -              -                (1,526)        (1,526)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                         (794,716)
------------------------------------------------------------------------------------------------------------------------------------
WFI balance, December 31, 1999         14,046,080        58,133         837,370       (905,402)                 (823)       (10,722)
Comprehensive income:
   Loss                                         -             -               -         (5,988)                    -         (5,988)
------------------------------------------------------------------------------------------------------------------------------------
BCS balance, March 31, 2000            14,046,080    $   58,133    $    837,370    $  (911,390)        $        (823)     $ (16,710)
====================================================================================================================================

</TABLE>

Refer to note 1 b) for basis of reporting



See accompanying notes to financial statements.

                                       5
<PAGE>

BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Cash Flows
$ United States

Three month period ended March 31, 2000 and 1999 and period from incorporation
  on July 7, 1998 to March 31, 2000
(Unaudited)

<TABLE>
<CAPTION>
==================================================================================================================
                                                             From inception
                                                          (July 7, 1998) to
                                                             March 31, 2000               2000                1999
------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                      <C>                 <C>

Cash provided by (used in):

Operations
   Net loss                                               $     (1,127,264)        $    (5,988)        $  (161,102)
   Items not involving cash:
       Amortization                                                 26,820                   -               3,333
       Rent                                                              -                   -                   -
       Services paid with share consideration                       31,044                   -                   -
       Minority interest                                           (59,989)                  -                   -
       Write off of goodwill on purchase of
         shares held by minority stockholders                       65,420                   -                   -
   Changes in non-cash working capital:
       Accounts receivable                                          (2,701)                  -               1,348
       Prepaid expenses                                            (14,922)             19,278             (28,007)
       Accounts payable and accrued liabilities                     61,125              (2,511)              3,131
   ----------------------------------------------------------------------------------------------------------------
                                                                (1,020,467)             10,779            (181,297)

Financing
   Advances (to) from related parties                               56,130             (10,779)            (15,018)
   Advances from shareholder                                       224,990                   -                   -
   Issue of common shares for cash                                 942,880                   -             262,667
   Issue of common shares upon reorganization
     and stock purchase                                                 90                   -                   -
   Adjustment to record distribution of WTI shares
     to shareholders net of non-cash items                         (50,126)                  -                   -
   Proceeds from long term debt net of
     repayments                                                     75,766                   -                   -
   Purchase of shares held by minority
     shareholders                                                  (73,146)                  -                   -
   ----------------------------------------------------------------------------------------------------------------
                                                                 1,176,584             (10,779)            247,649

Investments
   Expenditures on capital assets                                 (155,381)                  -              (9,169)

Foreign currency translation adjustment                               (736)                  -              (6,475)
-------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                              -                   -              50,708

Cash, beginning of period                                                -                   -             315,658
-------------------------------------------------------------------------------------------------------------------
Cash, end of period                                       $              -         $         -         $   366,366
===================================================================================================================
</TABLE>


See accompanying notes to financial statements.

                                       6

<PAGE>


BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
$ United States

Three month period ended March 31, 2000 and period from incorporation on July 7,
   1998 to March 31, 1999
(Unaudited)
--------------------------------------------------------------------------------

     BCS Investment  Corporation  (formerly  Workfire.com,  Inc.) ("BCS" or  the
     "Company") is a development  stage company and was  incorporated  under the
     name of Buffalo  Capital VII, Ltd.  ("BC7") on September 19, 1997 under the
     laws of the state of Colorado. The Company adopted the name,  Workfire.com,
     Inc.  ("WFI")  effective  June 18, 1999 and formally  changed its name from
     Buffalo Capital VII, Ltd. to  Workfire.com,  Inc. on July 12, 1999.  During
     1999, the Company's  principal business  activity,  carried on through it's
     former  subsidiary,  Workfire.com  (formerly  Workfire  Technologies  Inc.)
     ("WTI"),  was the  development  of  software to deliver  extended  internet
     services to internet users.  On November 12, 1999, the Company  distributed
     it's shares of  Workfire.com  on a prorata  basis to it's  stockholders  of
     record on that date and became a shell  company with no active  operations.
     On February 7, 2000 the name of  the Company was changed to BCS  Investment
     Corporation.

1.   SIGNIFICANT ACCOUNTING POLICIES:

     a)   General

          The  information  included in the  accompanying  consolidated  interim
          financial  statements is unaudited  and should be read in  conjunction
          with  the  annual  audited  financial  statements  and  notes  thereto
          contained in the  Company's  Report on Form 10-KSB for the fiscal year
          ended   December  31,  1999.  In  the  opinion  of   management,   all
          adjustments,  consisting of normal recurring accruals, necessary for a
          fair presentation of the results of operations for the interim periods
          presented  have been reflected  herein.  The results of operations for
          the interim periods  presented are not  necessarily  indicative of the
          results to be expected for the entire fiscal year.

     b)   Basis of reporting

          These  financial  statements  include  the  accounts of the Company as
          noted below and the results of operations of it's former  wholly-owned
          subsidiary,   WTI,  and  WTI's  wholly-owned  subsidiaries,   Workfire
          Technologies  International  Inc.  ("WTII") and  Workfire  Development
          Corporation ("WDC"), to November 12, 1999.

          Effective June 18, 1999, the Company  acquired 89% of the  outstanding
          common  shares of WTI.  As WTI  stockholders  obtained  control of the
          Company  through the exchange of their shares of WTI for shares of the
          Company,  the  acquisition  of WTI has  been  accounted  for in  these
          financial statements as a reverse acquisition.  On September 30, 1999,
          pursuant to the General  Corporation Laws of the State of Nevada,  WTI
          paid its  dissenting  stockholders  represented  by the  residual  11%
          minority share  ownership,  what it determined to be the fair value of
          their shares,  and subsequently  cancelled the shares. On November 12,
          1999, the Company  distributed  all of it's shares of WTI on a prorata
          basis to it's stockholders of record on that date.


                                       7

<PAGE>


BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements (continued)
$ United States

Three month period ended March 31, 2000 and period from incorporation on July 7,
   1998 to March 31, 1999
(Unaudited)
--------------------------------------------------------------------------------


1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     b)   Basis of reporting (continued)

          Consequently,  the  statements  of loss and cash  flows  for the three
          month  period  ended  March 31,  1999  reflect  solely the  results of
          operations   and  the  cash  flows  of  WTI,   and  its   wholly-owned
          subsidiaries,  WTII and WDC. The statements of loss and cash flows for
          the periods  ended June 30 and  September  30,  1999 will  reflect the
          results of operations and the cash flows of WTI, and its  wholly-owned
          subsidiaries,  WTII and WDC,  for the period  from  January 1, 1999 to
          November 12, 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.   The  comparative
          figures for the period from  incorporation on July 7, 1998 to December
          31, 1998 are those of the legal subsidiary, WTI.

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

     c)   Translation of financial statements

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

          These  statements  are  presented  in United  States  currency for the
          convenience  of readers  accustomed  to United  States  currency.  The
          method of translation  applied prior to the Company's  distribution of
          it's ownership in WTI was as follows:

          i)   Monetary  assets and  liabilities  were translated at the rate of
               exchange in effect at the  distribution  date, being US $1.00 per
               Cdn $1.462.

          ii)  Non-monetary  assets  and  liabilities  were  translated  at  the
               exchange rate in effect at the transaction date.

          iii) Revenues and expenses  were  translated  at the exchange  rate in
               effect at the transaction date.

          iv)  The net adjustment arising from the translation was recorded as a
               separate component of stockholders'  equity  (deficiency)  called
               "foreign currency translation adjustment".

     d)   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.


                                       8

<PAGE>



BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements (continued)
$ United States

Three month period ended March 31, 2000 and period from incorporation on July 7,
   1998 to March 31, 1999
(Unaudited)
--------------------------------------------------------------------------------


1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     e)   Financial instruments

          The  fair   values  of  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.

2.   BUSINESS COMBINATION:

     Effective  June 18, 1999, BC7 and WTI executed a  reorganization  and stock
     purchase agreement. BC7 issued 10,431,725 common shares to the shareholders
     of WTI in consideration for 89% of the issued and outstanding common shares
     of WTI on the basis of 1 common share of BC7 for each common share of WTI.

     As the former shareholders of WTI obtained control of BC7 through the share
     exchange,  this transaction was accounted for in these financial statements
     as a reverse acquisition and the purchase method of accounting was applied.
     Under reverse  acquisition  accounting,  WTI is considered to have acquired
     BC7  with  the  results  of  BC7's  operations  included  in the  financial
     statements from the date of acquisition.  The acquisition has been recorded
     at the  tangible  net asset  value of BC7 at the date of  acquisition.  The
     acquisition details are as follows:

     Net assets acquired
       Cash                                                      $       1,310
       Accounts payable                                                 (1,220)
     ---------------------------------------------------------------------------
                                                                 $          90
     ===========================================================================

     Consideration given for net assets acquired
       10,431,725 Common shares issued                           $          90
     ===========================================================================

     As WTI is deemed to be the continuing entity,  stockholders'  equity of WFI
     (formerly BC7) was increased by $543,225 as a result of accounting for this
     combination as a reverse acquisition.


3.   DUE TO RELATED PARTY:

     The amount due to related  party is  unsecured,  non-interest  bearing  and
     without stated terms of repayment.


                                       9

<PAGE>


BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements (continued)
$ United States

Three month period ended March 31, 2000 and period from incorporation on July 7,
   1998 to March 31, 1999
(Unaudited)
--------------------------------------------------------------------------------

4.   CAPITAL STOCK:

     a)   Authorized:
              100,000,000 common voting shares, without par value
               10,000,000 non-voting preferred shares without par value

     b)  Stock option plan:

          The Company reserved  1,375,840 common shares for issuance to officers
          and key employees  pursuant to it's Stock Option Plan.  This amount is
          to be adjusted  annually to be the greater of 9% of the issued  common
          shares  of  the  Company  outstanding  at the  end of the  immediately
          preceding  fiscal  year,  or  1,375,840.  Unless the option  agreement
          executed by an optionee expressly  otherwise  provides,  no portion of
          the options can be  exercised  until at least three  months  after the
          grant date (the "vesti date").

          The following stock options were granted during the period ended March
          31, 2000:


<TABLE>
<CAPTION>
==================================================================================================================================
      Number        Granted      Exercised      Expired          Number       Exercise
outstanding,     during the     during the       during     outstanding      price per
beginning of         period         period          the          end of          share          Expiry date           Vesting date
      period                                     period          period
----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>            <C>           <C>           <C>              <C>          <C>                   <C>

       5,999              -              -        5,999               -        $1.1875    September 7, 2004       December 7, 1999
      84,375              -              -       84,375               -          $2.93        June 19, 2009     September 19, 1999
      74,000              -              -       74,000               -          $2.93        June 19, 2009          June 19, 2000
      74,000              -              -       74,000               -          $2.93        June 19, 2009          June 19, 2001
      74,000              -              -       74,000               -          $2.93        June 19, 2009          June 19, 2002
----------------------------------------------------------------------------------------------------------------------------------
     312,374              -              -      312,374               -
==================================================================================================================================
</TABLE>

          The Company  applies APB Opinion No. 25 in  accounting  for it's stock
          options and, accordingly, no compensation cost has been recognized for
          its stock  options in the  financial  statements.  These stock options
          were  issued  to  officers  and  key  employees  of WTI.  The  Company
          distributed  its shares of WTI to its  stockholders  on  November  12,
          1999,  and  became  a shell  company  with no  active  or  prospective
          operations.  As a result of the  distribution of WTI stock on November
          12, 1999,  the stock options were  terminated  effective  February 12,
          2000  pursuant to the terms of the  Company's  stock option plan since
          the  grantees  were  no  longer   employees  of  the  Company  or  its
          subsidiary.  Accordingly, had the Company determined compensation cost
          based on the fair value at the grant date for its stock  options under
          SFAS No. 123,  the  Company's  net loss for the period ended March 31,
          2000 or the  period  from  incorporation  on July 7, 1998 to March 31,
          2000 would not have required any adjustment.


                                       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,  its  ability  to  identify a
suitable acquisition target and close such acquisition.  The inability to obtain
additional  financing  when  needed will have a material  adverse  effect on the
Company's operating results.

GENERAL

The  Company  was  incorporated  under  the  laws of the  State of  Colorado  on
September 19, 1997. From its inception to June 18, 1999, the Company operated as
a "shell"  company and its business  plan was to seek out and take  advantage of
business  opportunities  that may  have had the  potential  for  profit,  and to
acquire such businesses, or a controlling interest therein.

On June 18, 1999, a change in control of the Company  occurred,  in  conjunction
with closing under a  Reorganization  and Stock Purchase  Agreement  between the
Company  and  Workfire.com,  a Nevada  corporation  ("Workfire-Nevada").  As the
result of a Reorganization  and Stock Purchase  Agreement,  the Company acquired
89.00% of the issued and outstanding shares of  Workfire-Nevada.  On November 5,
1999, the board of directors of the Company  approved a resolution to distribute
all of the  shares  of  Workfire-Nevada  owned by the  Company,  pro rata to the
Company's  shareholders (the "Share  Distribution").  The Share Distribution was
made to shareholders of record as at the close of business on November 12, 1999.
As a result of the Share Distribution,  the financial  statements of the Company
prior to the Share Distribution are not necessarily  indicative of the Company's
current or future operations.

As of the date of this  report the Company had no source of income and must rely
entirely  upon loans and equity  investments  from  affiliates  to pay operating
expenses.

Accordingly, the financial statements for the period from inception to March 31,
2000, included in the Company's March 31, 2000 financial statements, include the
operations and cash flows of Workfire-Nevada,  combined with those of the parent
(the shell company) from  acquisition on June 18, 1999 to November 12, 1999. The
comparative  figures for the period for the three month  period  ended March 31,
1999 are those of Workfire-Nevada and its subsidiaries.

PLAN OF OPERATION

The Company  currently has no capital to fund  operations or on-going  expenses.
The  Company  must  rely upon  loans  and  investments  from  affiliates  to pay
operating  expenses.  There are no assurances that such affiliates will continue
to advance  funds to the  Company or will  continue  to invest in the  Company's
securities. In the event the Company is unable to obtain additional financing it
may be unable to identify and/or acquire a suitable business opportunity. During
the


                                       11

<PAGE>

twelve months following the filing of this report, management intends to seek to
acquire  assets or  shares of an entity  actively  engaged  in a  business  that
generates revenues,  in exchange for the Company's  securities.  The Company has
not  identified  a  particular  acquisition  target and has not entered into any
negotiations  regarding  such an  acquisition.  Management  intends  to  contact
investment bankers, corporate financial analysts, attorneys and other investment
industry  professionals  through various media. None of the Company's  officers,
directors,  promoters or affiliates have engaged in any  preliminary  contact or
discussions  with  any   representative  of  any  other  company  regarding  the
possibility  of an  acquisition  or merger  between  the  Company and such other
company as of the date of this report.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state  statutes  governing  the manner in which the  transaction  is
structured,  the Company's  Board of Directors  expects that it will provide the
Company's  shareholders  with  complete  disclosure  documentation  concerning a
potential  business  opportunity  and the  structure  of the  proposed  business
combination prior to consummation. Such disclosure is expected to be in the form
of a proxy, information statement, or report.

While such disclosure may include audited financial  statements of such a target
entity,  there is no assurance that such audited  financial  statements  will be
available.  The Board of Directors does intend to obtain  certain  assurances of
value of the target entity=s  assets prior to  consummating  such a transaction,
with further  assurances  that audited  financial  statements  would be provided
within sixty days after closing.  Closing documents will include representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

Due to the  Company's  intent  to  remain  a shell  company  until a  merger  or
acquisition   candidate  is  identified,   it  is  anticipated   that  its  cash
requirements  will be minimal,  and that all  necessary  capital,  to the extent
required,  will be provided by the  directors or officers.  The Company does not
anticipate  that  it will  have  to  raise  capital  or  acquire  any  plant  or
significant  equipment in the next twelve months, unless a merger or acquisition
target is identified.

LIQUIDITY

The Company=s cash flows from operating activities during the three months ended
March 31, 2000 and 1999 were $10,779 and $(181,297),  respectively. The increase
from 1999 to 2000 is  attributed  to a decrease in the Company's net loss during
2000 (due to the Company's  divestiture of its ownership in Workfire-Nevada) and
a decrease  in prepaid  expenses  during  2000.  The  Company's  cash flows from
financing   activities  during  2000  and  1999  were  $(10,779)  and  $247,649,
respectively. The Company's financing activities during 2000 consisted primarily
of advances  to a related  party which  relate to services to be  performed  for
Workfire-Nevada by third parties, which the Company prepaid. As the services are
performed,  the Company  decreases the amount of the prepaid expense and reduces
its liability due to a related party.  During the three month period ended March
31, 1999, the Company's financing activities consisted primarily of the issuance
of common shares for cash, in the amount of $262,667.


                                       12

<PAGE>

At March 31,  2000 the  Company  had a working  capital  deficiency  of  $5,454,
compared to a working  capital  surplus of $11,313 at  December  31,  1999.  The
decrease in working  capital is a result of an increase in accounts  payable and
accrued  liabilities in 1999 relating to expenses incurred in the period,  and a
decrease   in  prepaid   expenses   relating   to  the   services   provided  to
Workfire-Nevada   by  third  parties   (which  were  prepaid  by  the  Company).
Workfire-Nevada  was the  Company's  operating  subsidiary  and the  loss of the
operating subsidiary has left the Company with no material assets.

Since the Company has no  significant  source of revenue,  working  capital will
continue to be depleted  by  operating  expenses.  See  "Results of  Operations"
below.  The Company  presently has no external  sources of cash and is dependent
upon its management and shareholders for funding.

ASSETS

At March 31,  2000,  the Company had total  assets of $5,928,  compared to total
assets of $25,206 at December 31, 1999. All of the Company's  assets at December
31,  1999 and  March  31,  2000,  consisted  of  prepaid  expenses  relating  to
professional   fees  by  third   parties  for  services  to  be  performed   for
Workfire-Nevada.  As of the date of this report,  the Company has essentially no
assets.

RESULTS OF OPERATIONS

The Company has no current operations and has not generated any revenue from its
operations  since the Share  Distribution.  The Company must rely  entirely upon
loans from affiliates pay operating expenses.

During the three month period ended March 31, 2000,  the Company  incurred a net
loss of $5,988.  Due to the Share  Distribution,  as of the date of this report,
the Company essentially has no operations and no source of revenue.  The Company
continues to incur professional fees and other expenses. If the Company does not
find a suitable  acquisition target or other source of revenue, the Company will
continue  to incur net losses and may have to cease  operations  entirely.  This
factor,  among  others,  raises  substantial  and  compelling  doubt  about  the
Company=s ability to continue as a going concern.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to generate  sufficient  cash flow to meet its  obligations  on a timely
basis,  to identify and close an  acquisition  with a suitable  target  company,
obtain additional financing or refinancing as may be required, and ultimately to
attain  profitability.  There are no assurances that the Company will be able to
identify a suitable acquisition target, close such acquisition,  obtain any such
financing or, if the Company is able to obtain additional  financing,  that such
financing  will be on terms  favorable to the Company.  The  inability to obtain
additional  financing  when  needed will have a material  adverse  effect on the
Company=s operating results.


                                       13

<PAGE>


IMPACT OF THE YEAR 2000

The Year 2000 issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000,  and, if not addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect the Company's  ability to conduct normal  business  operations.  The only
software  utilized  by the  Company  is a  general  ledger  accounting  program.
Management  believes the Company does not face  significant  internal  risk from
computer  failure or errors due to the Year 2000 Issue. It is not possible to be
certain that all aspects of the Year 2000 issue affecting the Company, including
those related to the efforts of customers,  suppliers,  or other third  parties,
will be fully  resolved.  As of the date of this  report,  the  Company  has not
experienced any problems related to the Year 2000.


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            Not Applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not Applicable.

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

At a Special Meeting of the Company's shareholders held on February 7, 2000, the
Company's  shareholders  approved  an  amendment  to the  Company's  Articles of
Incorporation changing the Company's name to BCS Investment Corporation.  At the
meeting  7,211,033  shares were  represented,  in person or by proxy. A total of
7,206,033  shares  were voted in favor of the  amendment,  no shares  were voted
against the amendment and 5,000 shares abstained.

ITEM 5.     OTHER INFORMATION

            Not Applicable.


                                       14

<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)    EXHIBITS

REGULATION                                                         CONSECUTIVE
S-B NUMBER                       EXHIBIT                           PAGE NUMBER

   3.1       Articles of Incorporation, as amended (3)                 N/A

   3.2       Bylaws (1)                                                N/A

   4.1       Warrant Agent Agreement (1)                               N/A

   4.2       Specimen Class A Warrant Certificate (1)                  N/A

   4.3       Specimen Class B Warrant Certificate (1)                  N/A

   4.4       Stock Option Plan (3)                                     N/A

    11       Statement Re: Computation of Per Share Earnings      See Financial
                                                                    Statements

    27       Financial Data Schedule                                   17

   99.1      Reorganization and Stock Purchase Agreement (2)           N/A

---------------------------
(1)      Incorporated by reference from the Registration Statement on Form 10-SB
         filed with the Securities and Exchange Commission on March 4, 1998.
(2)      Incorporated  by reference  from the  Current Report  on Form 8-K filed
         with the Securities and Exchange Commission dated June 18, 1999.
(3)      Incorporated by reference from the Annual Report on Form 10-KSB for the
         fiscal year  ended  December 31,  1999, filed  with the  Securities and
         Exchange Commission.


         B)    REPORTS ON FORM 8-K:

               None.


                                       15

<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.


                                      BCS Investment Corporation



Date: May 15, 2000                    By: /s/ Philip Stern
-------------------------------------------------------------------------------
                                        Philip Stern
                                        Secretary, Treasurer and Principal
                                        Financial Officer



                                       16
<PAGE>


                                   Exhibit 27
                             Financial Data Schedule





                                       17
<PAGE>