CONFORMED COPY

                                    FORM 10-K SB

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

(X)  15, ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the fiscal year ended June 30, 1999

                                         OR

( )  15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

Commission file number:  33-37514-D


                                 FI-TEK VII, INC.
               ______________________________________________________
               (Exact name of registrant as specified in its charter)

           Delaware                                  84-1148206
______________________________         __________________________________
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

5530 East  17th Avenue Parkway, Denver Colorado                 80220
_________________________________________________________________________
 (Address of principal executive offices)                     (Zip  Code)

                               (303) 394-1187
_________________________________________________________________________
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:      None

Securities registered pursuant to Section 12(g) of the Act:      None

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for at least the past 90
days.

Yes  X         No
    ---           ---

     Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K SB or any amendment to this form 10-K SB.

Yes  X       No
    ---         ---

     As of August 31, 1999, the aggregate value of the 12,457,500 shares
of voting stock held by non-affiliates of the registrant was $747,450.

     The number of shares outstanding of the registrant's only class of
common stock, as of August 31, 1999, was 31,357,500.

     Registration Statement 33-37514-D, as amended, is incorporated into
     Part I of this Report.

     Exhibit Index is located at Page 10.

          1

<PAGE>

                                     PART I


ITEM 1.     BUSINESS

General

     Fi-Tek VII, Inc. (the "Registrant" or the "Company") was incorporated
under the laws of the State of Delaware on July 12, 1990, for the primary
purpose of seeking out acquisitions of properties, businesses, or merger
candidates, without limitation as to the nature of the business
operations or geographic area of the acquisition candidate.  From
inception through October 1992, the Company's activities were directed
primarily toward the obtaining of capital with which to pursue the
business plan summarized in the preceding sentence.

     In April 1992, the Company completed its public offering of securities,
receiving gross proceeds of $160,350 from the sales of 8,017,500 units of
the Company's securities, such units (the "Units") consisting of common
and common stock purchase warrants (the "Offering").  The underwriter of the
Company's Offering, pursuant to the Underwriting Agreement, purchased a warrant
to purchase 801,750 Units of the Company's securities, such units consisting of
commons stock and common stock purchase warrants.  The Underwriter's warrants
expired in April 1997 without having been exercised.

     Pursuant to the Colorado Securities Act, $93,678 of the proceeds of the
Offering was deposited into an escrow account.  The funds were to be released
to the Company only upon satisfaction of the condition (the "Escrow Condition")
that at least fifty per cent of the gross proceeds of the Offering be committed
to one or more specific lines of business by no later than the fourth
anniversary of the date of the Company's prospectus.  The Escrow Condition had
not been satisfied as of the fourth anniversary, or by April 14, 1996, and
accordingly, the Company distributed those funds pro rata to those persons who
were owners of the shares of commons tock purchased in the Offering.  See
Liquidity and Capital Resources" under Item 6, Management's Discussion and
Analysis of Financial Condition and Results of Operations, in Part II, below.

     After completion of the offering, the Company began the process of
identification and evaluation of prospective acquisition candidates,
which process has included the solicitation of information from a
variety of sources within the general financial community as well as
from contacts established by management.  This process is more fully
described in the Company's Prospectus, dated April 14, 1992, which
Prospectus is incorporated herein by this reference.

          2

<PAGE>


Employees

     The Company has no full time employees.  Its executive officers
devote as much time as is necessary to conduct the Company's business.
See "Item 10.  Executive Compensation."

ITEM 2.     PROPERTIES

     The Company has been provided office space in the home of its
President.  The Company pays no rent for such space.

ITEM 3.     LEGAL PROCEEDINGS

     The Company is not party to any threatened or pending legal
proceedings.

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

     No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended June 30, 1999.



                                PART II


ITEM 5.     MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
             MATTERS

     The Company's common stock is traded on the NASD's Bulletin Board.
Currently there are three market makers for the Company's securities.  For
the current fiscal year, the high and low bid prices have ranged from $0.03 to
$0.062 and during the last two fiscal years has ranged between $0.01 to
$0.093.

     At August 31, 1999, the Company had approximately 50 shareholders of
record.  The Company has not paid any dividends on its common stock and
does not expect to pay a cash dividend in the foreseeable future.

          3

<PAGE>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     The Company completed the initial public offering of its securities
in October of 1992, receiving gross proceeds of $160,390 (including
proceeds from the sale of warrants to the underwriter of the offering).
Total costs of the offering amounted to $46,335.  The net proceeds of
the offering, therefore, amounted to $114,055.  Pursuant to the Colorado
Securities Act and based upon actual and estimated offering costs,
$93,678 of that amount was deposited into escrow.  This escrowed amount
was refunded, by law, effective as of the date of the fourth anniversary
for the prospectus (April 14, 1996), since the Company failed to identify a
suitable business acquisition during the four year period after its public
offering.  At June 30, 1999, the Company had total liquid capital resources
(cash) of $20,290.

     Management anticipates that the Company's current liquid capital
resources will be applied in the coming twelve months to three purposes.
The first purpose will be to meet the Company's reporting obligations
under the Securities Exchange Act of 1934, as amended.  The second
purpose will be to cover general and administrative expenses.  The third
purpose will be to cover the expenses associated with searching for and
investigating business opportunities.  The Company anticipates that its
current resources will be adequate for those purposes for at least the
coming year.

     Except as described in the preceding paragraph, the Company
anticipates that its capital needs will be minimal until it shall have
identified a business opportunity with which to combine.  In pursuing a
combination transaction, the Company is likely to incur significant
additional expenses.  The Company expects to meet such expenses with its
current liquid capital resources, but if the funds available for use by
the Company prove inadequate, the Company will seek to meet such expenses
by seeking to have payment of them deferred until after the combination
shall have been consummated or, in the alternative, by obtaining loans or
other capital contributions from the Company's founding stockholders.

     The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources
or stockholder's equity other than the receipt of net proceeds from its
public offering and a minimal amount of inside capitalization funds and
distribution of escrowed funds in April 1996.  The Company's balance
sheet for the fiscal year ended June 30, 1999, reflects a current asset
value of $20,290 and a total asset value of $20,290.  The figures compare
to $14,543 in current assets and $14,543 in total assets at June 30,
1998.  The total assets for both fiscal years consisted of unrestricted cash.
The increases in current and total assets from the 1998 fiscal year end to
the 1999 fiscal year end is due to the issuance of common stock for cash
less the current year expenses related to compliance reporting in excess of
interest revenue.

          4

<PAGE>

     The Company continues to carry out its plan of business as discussed
above in Item 1.  The Company's liquidity and capital resources will
continue to be diminished at least until the consummation of a business
combination and will thereafter continue to diminish unless and until the
business entity which the Company acquires has sufficient capital
resources and/or revenues to cover its operating costs.

Results of Operations

     Since completing its public offering in October 1992, the Company
has engaged in no significant operations other than the search for, and
identification and evaluation of, possible acquisition candidates.  Other
than interest income of $180 and $305, no revenues were received by
the Company during the fiscal years ended June 30, 1999 and 1998,
respectively.  Since inception, the Company has earned interest income of
$12,892.  No other revenues have been received by the Company since
inception.  The Company experienced a net loss of $4,512 and $3,873,
respectively, during the fiscal years ended June 30, 1999 and 1998.  This
increase in net loss is attributable to a decrease in interest income
during fiscal 1999 as compared to fiscal 1998, as well as timing differences
in the payment of expenses related to reporting requirements.

     For the current fiscal year, the Company anticipates a comparable
net loss owing to similar levels of expenses associated primarily with
compliance with reporting requirements and with locating and evaluating
acquisition candidates, and interest income.  The Company anticipates that
until a business combination is completed with an acquisition candidate,
it will not generate revenues other than interest income, and may continue
to operate at a loss after completing a business combination, depending
upon the performance of the acquired business.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     The response to this item is being submitted as a separate section
of this report beginning on page F-1.


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

     There have been no changes in or disagreements with accountants during
the last two most recent fiscal years.

          5

<PAGE>

                                     PART III


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

Identification of Directors and Executive Officers of the Company

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

      Name              Age       Position Held and Tenure
     ------            -----     --------------------------
      Frank L. Kramer    57       President, Director
                                  since July 13, 1990

      Ronald J. Miller   56       Secretary, Treasurer, Director
                                  since July 13, 1990

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

     The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances,
could amount to as little as two hours per month, or as much as forty
hours per week, but more than likely will fall within the range of five
to ten hours per month.

Certain Significant Employees

     No persons other than the executive officers listed above are
considered to be significant employees.

Business Experience

     The following is a brief account of the education and business
experience during at least the past five years of the Company's executive
officers and directors, indicating their principal occupations and
employment during that period, and the names and principal businesses of
the organizations in which such occupations and employment were carried
out.

          6

<PAGE>

Biographical Information

     Frank L. Kramer.
                     Mr. Kramer has served as President and as a
director of the Company since July 1990.  Since January 1991, Mr. Kramer
has been self-employed as a financial consultant in the Denver, Colorado
area.  Mr. Kramer has been and is involved in a
number of "blind pool" companies as outlined in the following paragraph.

Mr. Kramer served as an officer and director of a "blind pool" company,
Fi-Tek V, Inc. until June 1999.  Fi-Tek V, completed a "blind pool" public
offering of its securities in January 1992.  In June 1999, Fi-Tek V completed
a reverse acquisition merger with Laidlaw Global Corp., a company engaged
in the investment banking business.  Mr. Kramer was an officer and director
of Harbour Capital Corp. which completed a "blind pool" public offering of
its securities in October 1993.  On May 16, 1997, the company effected a
reverse acquisition (stock-for-stock exchange) with Benefits Administration,
Inc. and Telesave Corporation, and Mr. Kramer resigned from the Board at this
time.  Mr. Kramer also served as an officer and director of Fi-Tek VI, Inc.,
a "blind pool" company, from its inception in January 1990 until September
1997, at which time Fi-Tek VI completed a reverse acquisition with
Psychrometric Systems, Inc. ("PSI"), and Mr. Kramer resigned his positions
with Fi-Tek VI.  PSI later changed its name to Global Water Technologies, Inc.
Global Water is a worldwide supplier of cooling water towers for the power,
refining, chemical HVAC and process industries.

     Mr. Kramer obtained a B.S. Degree in Business Administration from
Louisiana State University in 1964.

     Ronald J. Miller.
                      Mr. Miller is the Secretary, Treasurer and a
director of the Company.  He currently devotes the majority of his time
and attention to his personal investments and to other "blind pool"
companies in which he holds one or more position as officer, director, or
principal shareholder as described below. Mr. Miller has also served as an
officer and director of Fi-Tek VI, Inc., a "blind pool" company, from its
inception in January 1990 until September 1997, at which time Fi-Tek VI
completed a reverse acquisition with Psychrometric Systems, Inc. ("PSI"),
and Mr. Miller resigned his positions with Fi-Tek VI.  PSI later changed
its name to Global Water Technologies, Inc.  Global Water is a world-wide
supplier of cooling water towers for the power, refining, chemical HVAC and
process industries.  Mr. Miller also has served from inception until June,
1999 as secretary, treasurer, and director of Fi-Tek V, Inc.  See biography
of Mr. Kramer for more information with respect to each of these development
stage companies.  From March 11, 1988 through the present time, Mr. Miller
has served as president, treasurer and sole director of The Phoenix Companies ,
Inc., which is based in Denver, Colorado and incorporated under the laws of
the State of Delaware.  The Phoenix Companies, Inc. was formed to "spin-off"
publicly held subsidiaries as acquisition candidates of private companies
and business opportunities.  The Phoenix Companies, Inc. completed a public
offering of its securities in June 1990.  The Company currently has no
business operations.  Since February 1989, Mr. Miller has served as chief
executive officer, secretary, and a director of DataMerge, Inc., a Delaware
-chartered company.

     Mr. Miller received a B.A. Degree from Simpson College in 1965, and
Juris Doctor degree (magna cum laude) from the University of Denver
College of Law in 1968.

          7

<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION

             (a) Cash Compensation

     Unless previously reported, no executive officer of the Company has
received cash compensation other than reimbursement of expenses incurred
on behalf of the Company.

             (b) Compensation Pursuant to Plans

                            None.

             (c) Other Compensation

                            None.

             (d) Compensation of Directors

                            None.

             (e) Termination of Employment and Change of Control
                 Arrangements

                            None.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

             (a) & (b) Security Ownership of Certain Beneficial Owners
                       and Management

     As of August 31, 1999, the persons listed in the table set forth
below were known by the Company to own or control beneficially more than
five percent of its outstanding common stock, par value $.00001 per
share, its only class of outstanding securities.

Name and Address of     Number of Shares     Percentage
 Beneficial Owner      Owner Beneficially     of Class
-------------------   --------------------  ------------
*Frank L. Kramer             7,150,000             23%
3127 Ramshorn Drive
Castle Rock, CO  80104

*Ronald J. Miller            7,500,000(1)          24%
300 High Street
Denver, CO  80218

Maurice LaFlamme             4,250,000             14%
49 Bay View Drive North
Jamestown, RI  02835

*All directors and          14,650,000             47%
executive officers
(2 people)

(1)     Includes 100,000 shares held in an individual retirement account
for the benefit of Mr. Miller's spouse, in which shares Mr. Miller
disclaims all beneficial interest.

          8

<PAGE>

             (c) Changes in Control

     The Company knows of no arrangement or understanding the operation
of which may at a subsequent date result in a change of control of the
Company.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since inception, the Company has sold to its officers, directors and
others in a private placement a total of 23,000,000 shares of Common
Stock for a total of $28,000 or an average of $.0012 per share.
Certificates evidencing the Common Stock issued by the Company to these
persons have all been stamped with a restrictive legend, and are subject
to stop transfer orders by the Company.  No officer, director, promoter,
or affiliate of the Company has or proposes to have any direct or
indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

     The Company does not have any pension, profit-sharing, stock option,
stock bonus, or other benefit plans.  Such plans may be adopted in the
future at the discretion of the Board of Directors.

     The Company presently maintains its offices at the home of its
President, for which it pays no rent, and for which it does not
anticipate paying rent in the future.  The Company anticipates that
following the consummation of a business combination with an acquisition
candidate, the Company's office will be moved, but cannot predict future
office or facility arrangements with officers, directors or affiliates of
the Company.

     The Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held
by the Company's current stockholders to the acquisition candidate or
principals thereof, or to other individuals or business entities, or
requiring some other form of payment to the Company's current
stockholders, or requiring the future employment of specified officers
and payment of salaries to them.  It is more likely than not that any
sale of stock of the Company's current stockholders to an acquisition
candidate would be at a price substantially higher than that originally
paid by such stockholders.  As a condition to closing an acquisition, the
acquisition candidate may require that additional funds be raised for use
by the surviving entity, which may involve the purchase of shares of
Common Stock of the Company that are "restricted" (as defined by Rule 144
of the Securities Act of 1933) for a price which may be less than that
paid by investors in the public offering.  Any payment to current
stockholders or purchase of stock by current stockholders in the context
of an acquisition involving the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an
unidentified business entity.

     There have been since inception no transactions, or series of
transactions, nor are there any currently proposed transactions, or
series of the same to which the Company is a party, in which the amount
involved exceeds $60,000 and in which to the knowledge of the Company any
director, executive officer, nominee, five percent shareholder or any
member of the immediate family of the foregoing persons have or will have
a direct or indirect material interest.

          9

<PAGE>

                                     PART IV

ITEM 13.     EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES AND REPORTS ON
             FORM 8-K

             (a) Financial Statements and Schedules

     The following Financial Statements are filed as part of this report:

             Independent Auditor's Report of Comiskey & Company     F-1
             Balance Sheet                                          F-2
             Statements of Operations and Accumulated Deficit       F-3
             Statement of Stockholders' Equity                      F-4-5
             Statements of Cash Flows                               F-6
             Notes to Financial Statements                          F-7-8

             (b) Reports on Form 8-K

                            None.

             (c) Exhibits

     The following Exhibits are filed with this report:

Name of Exhibit

     (3.1)     Certificate of Incorporation, incorporated by reference
               to Registration Statement No. 33-37514-D, effective
               April 14, 1992

     (3.2)     Bylaws, incorporated by reference to Registration
               Statement No. 33-37514-D, effective April 14, 1992

     (4.1)     Rights of Stockholders (included in 3.1 and 3.2 above)

          10

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Annual Report on Form 10-K SB to be signed on its behalf by the undersigned,
duly authorized.

Date:  September 28, 1999                        FI-TEK VII, INC.



                                        By:   /s/ Frank L. Kramer
                                              -------------------
                                              Frank L. Kramer, President





     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, which include
the Principal Executive Officer, the Principal Financial Officer and a
majority of the Board of Directors on behalf of the Registrant and in the
capacities and on the dates indicated.


           Name                    Title                       Date
  ----------------------    -------------------            --------------

  /s/ Frank L. Kramer
  -------------------
      Frank L. Kramer      President, Director, and
                           Principal Executive Officer    September 28, 1999


  /s/ Ronald J. Miller
  --------------------
      Ronald J. Miller     Treasurer, Secretary,
                           Director and Principal
                           Financial Officer              September 28, 1999



Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.

No annual report or proxy materials have been sent to security holders.

          11

<PAGE>

                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



The Board of Directors and Stockholders of
Fi-Tek VII, Inc.

We have audited the accompanying balance sheet of Fi-Tek VII, Inc. (a
development stage company) as of June 30, 1999, and the related
statements of loss and accumulated deficit, stockholders' equity, and
cash flows for the two years then ended, and for the period from
inception (July 12, 1990) to June 30, 1999.  These financial statements
are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Fi-Tek VII,
Inc. as of June 30, 1999, and the results of its operations and its cash
flows for each of the two years then ended, and for the period
from inception (July 12, 1990) to June 30, 1999 in conformity with
generally accepted accounting principles.


Denver, Colorado
September 23, 1999

                                           COMISKEY & COMPANY
                                           PROFESSIONAL CORPORATION


                                     F-1
<PAGE>

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                 June 30, 1999


     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $    20,290
                                                      ----------
   Total current assets                                   20,290
                                                      ----------
  TOTAL ASSETS                                       $    20,290
                                                      ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $       639
                                                      ----------
  Total current liabilities                                  639

STOCKHOLDERS' EQUITY
   Preferred stock, $0.00001 par value;
     20,000,000 shares authorized;
     no shares issued and outstanding                          -
   Common stock, $0.00001 par value;
     500,000,000 shares authorized;
     29,017,500 shares issued and
     outstanding at June 30, 1999.                           314
   Additional paid-in capital                             48,403
   Deficit accumulated during the
     development stage                                   (29,066)
                                                       ----------
                                                          19,651
                                                       ----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $      20,290
                                                       ==========

                The accompanying notes are an integral part
                        of the financial statements.
                                     F-2

<PAGE>
                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                   STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
           For the period from inception (July 12, 1990) to June 30, 1999


                                Period
                                July 12, 1990
                                (Inception)        For the year
                                to June 30,        ended June 30,
                                1999               1999       1998
                                -------------      ---------- ----------
REVENUES
   Investment income           $    12,892        $     180  $     305
                                ----------         --------   --------
EXPENSES
   Amortization                        500                -          -
   Legal and accounting             27,425            3,440      2,986
   Officer compensation              3,000                -          -
   Office expense                    4,999              407        554
   Taxes and licenses                2,234               72          -
   Transfer agent                    3,800              773        638
                                ----------         --------   --------
     Total expenses                 41,958            4,692      4,178
                                ----------         --------   --------
NET LOSS                           (29,066)          (4,512)    (3,873)

Accumulated deficit

  Balance, beginning of period           -          (24,554)   (20,681)
                                ----------         --------   --------
  Balance, end of period       $   (29,066)       $ (29,066) $ (24,554)
                                ==========         ========   ========
NET LOSS PER SHARE             $      (NIL)       $    (NIL) $    (NIL)
                                ==========         ========   ========
WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING           26,982,525       29,111,363  29,017,500
                                ==========       ==========  ==========


                The accompanying notes are an integral part
                        of the financial statements
                                     F-3

<PAGE>


                                Fi-Tek VII, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the period from inception (July 12, 1990) to June 30, 1999

<TABLE>
<                    <C>          <C>         <C>         <C>           <C>
                                                          Deficit
                        Common stock                      accumulated   Total
                     ------------------       Additional  during the    stock-
                     Number of                paid-in     developments  holders
                     shares        Amount     capital     stage         equity
                     ----------   --------   -----------  ------------  ------

Common stock issued
 for cash, July and
 August, 1990 at
 between $0.0003 and
 $0.003 per share 21,000,000   $    210   $    17,790  $          -  $  18,000

Net loss for the
 period July 12,
 1990 (inception)
 through June 30, 1991     -          -             -        (1,852)    (1,852)

Net loss for the year
 ended June 30, 1992       -          -             -          (431)      (431)

Common stock issued
 upon closing of
 public offering
 October 29, 1992
 at $0.02 per share 8,017,500         80       160,310            -    160,390

Deferred
 offering cost             -          -       (46,335)            -    (46,335)

Net loss for the year
 ended June 30, 1993       -          -             -        (7,100)    (7,100)

Net loss for the year
 ended June 30, 1994       -          -             -        (3,682)    (3,682)

Net loss for the year
 ended June 30, 1995       -          -             -        (2,187)    (2,187)

Refund of
 escrowed monies           -          -       (93,678)            -    (93,678)

Net loss for the year
 ended June 30, 1996       -          -             -        (1,808)    (1,808)

Net loss for the year
 Ended June 30, 1997       -          -             -        (3,621)    (3,621)

Net loss for the year
 Ended June 30, 1998       -          -             -        (3,873)    (3,873)
                  ----------    -------    ----------   -----------   --------
Balance,
 June 30, 1998    29,017,500        290        38,087       (24,554)    13,823


                 The accompanying notes are an integral part
                        of the financial statements
                                     F-4

<PAGE>

                                Fi-Tek VII, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the period from inception (July 12, 1990) to June 30, 1999
                                 (Continued)


</TABLE>
<TABLE>
<S>                  <C>          <C>         <C>         <C>           <C>
                                                          Deficit
                        Common stock                      accumulated   Total
                     ------------------       Additional  during the    stock-
                     Number of                paid-in     developments  holders
                     shares        Amount     capital     stage         equity
                     ----------   --------   -----------  ------------  ------


Balance,
 June 30, 1998    29,017,500        290        38,087       (24,554)    13,823

Common stock issued for
 cash, April 1999 at
$0.001 per share     340,000          4           336             -        340

Common stock issued for
 cash, June 1999 at
$0.005 per share   2,000,000         20         9,980             -     10,000

Net loss for the year
 Ended June 30, 1999       -          -             -        (4,512)    (4,512)
                  ----------    -------    ----------   -----------   --------
Balance,
 June 30, 1999    31,357,500    $   314    $   48,403   $   (29,066)  $ 19,651
                  ==========    =======    ==========   ===========   ========
</TABLE>
                The accompanying notes are an integral part
                        of the financial statements
                                     F-5

<PAGE>

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS
          For the period from inception (July 12, 1990) to June 30, 1999


                                Period
                                July 12, 1990
                                (Inception)            For the year
                                to June 30,            ended June 30,
                                1999                  1999       1998
                                -------------      ---------- ----------
CASH FLOWS FROM
 OPERATING ACTIVITIES
   Net loss                    $   (29,066)       $  (4,512) $  (3,873)
   Adjustments to reconcile
     net loss to net cash used
     in operating activities:
        Amortization                   500                -          -
        Increase in accounts
         Receivable                      -                -        250
        Increase in
         accounts payable              639               91        498
        Increase (decrease) in
         accounts payable -
         related party                   -             (172)       (82)
                                ----------         --------   --------
      Net cash used by
           operating activities    (27,927)          (4,593)    (3,207)

CASH FLOWS FROM
  INVESTING ACTIVITIES
    Increase in
      organization costs              (500)               -          -
                                ----------         --------   --------
      Net cash used by
           investing activities       (500)               -          -

CASH FLOWS FROM
  FINANCING ACTIVITIES
   Issuance of common stock        188,730           10,340          -
   Deferred offering costs paid    (46,335)               -          -
   Statutory escrow contribution   (93,678)               -          -
   Loans from shareholders           4,000                -          -
   Repayment of loans from
     shareholders                   (4,000)               -          -
                                ----------         --------   --------
      Net cash provided by
        financing activities        48,717           10,340          -
                                ----------         --------   --------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              20,290            5,747     (3,207)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                    -           14,543     17,750
                                ----------         --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                $    20,290        $  20,290  $  14,543
                                ==========         ========   ========

                The accompanying notes are an integral part
                        of the financial statements
                                     F-6
<PAGE>

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999



1. Summary of Significant Accounting Policies
   ------------------------------------------
Development Stage Company
Fi-Tek VII, Inc. (the "Company") was incorporated under the laws of the
State of Delaware on July 12, 1990.  Its office is located at the office
of its President at 5330 East 17th.Avenue Parkway, Denver, Colorado 80220.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts, raising
capital, and investigating business opportunities.  It has no full-time
employees and owns no real property.  The Company intends to seek out and
take advantage of business opportunities that may have potential for
profit and, to that end, intends to acquire properties or businesses, or
a controlling interest therein.  Management of the Company will have
virtually unlimited discretion in determining the business activities in
which the Company might engage.

The Company currently does not own any properties or an interest in any
business.  Moreover, it has not identified any properties or business
opportunities that it shall seek to acquire, has no understanding or
arrangement to acquire any properties or business interests, and has not
identified any specific geographical area, industry, or type of business
in which it intends to operate.

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

Fiscal Year
The Company has selected a June 30 fiscal year end.

Organization Costs
Organization costs are amortized over a 60-month period using the
straight-line method.

Deferred Offering Costs
Costs associated with the public offering have been charged to the
proceeds of the offering.

Loss Per Share
Loss per share was computed using the weighted average number of shares
outstanding during the period.  Shares issued to insiders in anticipation
of a public offering have been accounted for as outstanding since
inception.

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

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes.  Actual
results could differ from those estimates.

                                     F-7
<PAGE>
                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

1. Summary of Significant Accounting Policies (Continued)
   ------------------------------------------------------
Fair Values of Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are held
for trading purposes) approximate the carrying values of such amounts.

Consideration of Other Comprehensive Income Items
SFAF  130  -  Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other direct
equity changes and credits) and its components as part of the basic financial
statements. For the year ended June 30, 1999, the Company's financial
statements do not contain any changes in equity that are required to be
reported separately in comprehensive income.

2. Stockholders' Equity
   ---------------
On October 29, 1992, the Company completed its initial public offering
after selling 8,017,500 units.  Each unit consists of one share of common
stock, one Class A warrant, and one Class B warrant.  Each Class A
warrant and each Class B warrant will be exercisable for one share of
common stock at a price of $0.12 per share and $0.20 per share,
respectively, any time through April 14, 2000 and may be transferred
separately from the common stock.  The Company may redeem the warrants at
a price of $0.0001 per warrant upon 30 days' written notice, reduce the
exercise price, or indefinitely extend the exercise period of the
warrants.  At June 30, 1999, no warrants have been exercised.

The Company received net proceeds from the offering of $113,975 after
deducting offering costs of $46,335.

On April 2, 1999 the Company issued 340,000 shares of Common Stock for $340
cash, or $0.001 per share, to non-related parties.

On June 28, 1999 the Company issued 2,000,000 shares of Common Stock for
$10,000 cash.  Ronald J. Miller and Frank L. Kramer each purchased 1,000,000
shares at a price of $0.005 per share.

3. Related Party Transactions
   --------------------------
The president is providing office space at no charge to the Company.  The
president of the Company is reimbursed for all out-of-pocket expenses.
Since inception, the Company has paid $3,000 to the president as salary
for services

Since inception, the Company has paid approximately $9,900 to a related
party for services.

4. Income Taxes
   ------------
The Company has Federal net operating loss carryforwards of approximately
$29,000 expiring between 2008 and 2019.  The tax benefit of these net
operating losses, which totals approximately $5,600, has been offset by a
full allowance for realization.  This carryforward may be limited upon
the consummation of a business combination under IRC Section 381.  For
the years ended June 30, 1999 and 1998, the valuation allowance increased
by $868 and $1,100, respectively.

                                     F-8
<PAGE>