FORM 10-KSB

                                    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, 2002

                                         OR

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

Commission file number:  0-27471


                                 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)

300 High Street, Denver Colorado                 80218
_________________________________________________________________________
 (Address of principal executive offices)                     (Zip  Code)

                               (303) 778-7443
_________________________________________________________________________
            (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:      Yes Common

     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 September 17, 2002, the aggregate market value of the
12,457,500 shares of voting stock held by non-affiliates of the registrant
was $124,575.

     The number of shares outstanding of the registrant's only class of
common stock, as of September 17, 2002, was 31,357,500.

     Registration Statement 0-27471 as amended, is incorporated into
     Part I of this Report.

     Exhibit Index is located at Page 10.

          1



                                     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


Prior experience of management with companies similar to the Company

The management of the Company has been involved since the mid-1980's
with a number of companies ("public shells") with business plans
substantially identical to the Company, many of which have been merged
with private businesses. The capital structure and cash position of
these public shells usually varied to some degree.  The companies merged
have come from a variety of industries. During that time management has
reviewed a substantial number of business plans and performed due
diligence activities on a large number of those companies. In the course
of its presentation to private companies, management negotiated the merger
with the public shell to which the target approached management. If no
specific public shell had been chosen by the private company, management
would expose to that company the available public shells and let the
private company select which public shell it wanted to negotiate with. If
no preference was specified, management would usually select the oldest
public shell, determined by its date of completion of its public offering,
with which to negotiate the reverse merger.

In determining which private companies to merge with a public shell,
management has had no particular bias as to industry. The selection process
is set out more fully in the Company's Prospectus. Historically, among the
factors management has emphasized have included the following: appeal of the
industry to the investment community, including the perceived liquidity of
the common stock in normal trading; suitability of the prospect as a public
company; strength of the prospect's management; strength of the target's
financial statements and need for future capital; and percentage of the
combined company to be retained by the public shell's shareholders.
In addition, management is currently involved with other public shells with
similar business plans which have not yet completed a merger with an existing
business. Those companies could be in competition with the business of the
Company.

Management is no longer engaged in the formation and capitalization of
additional public shells. While it is conceivable that management could
engage in such activity in the future, there is no present plan to do so.

A tabular presentation of the participation of management in their prior
and current public shells is included in Item 9 of this report.


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
Secretary-Treasurer.  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, 2002.



                                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 six market makers for the Company's securities.  For
the current fiscal year, the high and low bid prices have ranged from $0.01 to
$0.02 and during the last two fiscal years has ranged between $0.01 to
$0.062.

     At September 17, 2002, 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



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, 2002, the Company had total liquid capital resources
(cash) of $7,424.

     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, 2002, reflects a current asset
value of $7,425 and a total asset value of $7,425.  The figures compare
to $11,389 in current assets and $11,389 in total assets at June 30,
2001.  The total assets for both fiscal years consisted of unrestricted cash.
The decreases in current and total assets from the 2001 fiscal year end
to the 2002 fiscal year end are attributable to the Company's operating
expenses exceeding its receipt of interest earned on cash balances during
the fiscal year ended June 30, 2002, and expenses related to compliance
reporting.

          4



     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 $44 and $98, no revenues were received by
the Company during the fiscal years ended June 30, 2002 and 2001,
respectively.  Since inception, the Company has earned interest income of
$13,149.  No other revenues have been received by the Company since
inception.  The Company experienced a net loss of $3,049 and $3,843,
respectively, during the fiscal years ended June 30, 2002 and 2001.  This
decrease in net loss is attributable to 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



                                     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    60       President, Director
                                  since July 13, 1990

      Ronald J. Miller   59       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



Biographical Information

     Frank L. Kramer.
Mr. Kramer is the President and a director of the Company. He retired
in 2001 from his activities as a self-employed financial consultant, a
pursuit he had engaged in for twenty years. He currently serves as an
officer and/or director in a number of private shells which registered
their securities under the Securities and Exchange Act of 1934. These
shells are currently for sale and/or merger and thus could be considered
as being in competition with the Company. Mr. Kramer does intend to present
the Company as a first priority to any private opportunity which is
available. Details with respect to these public shells and other blind
pool merger transactions he has been involved with in the past are set
forth in tabular form in this Item 9.

Following his graduation from Louisiana State University with a degree in
Business Administration in 1964, Mr. Kramer served as an officer for three
years in the U.S. Navy, whereupon he was employed by New York Life Insurance
Company in the capacity of general manager until he entered into his financial
consultant activities.


     Ronald J. Miller.
        Mr. Miller is the Secretary, Treasurer and a director of the Company.
He currently devotes a majority of his time and attention to his personal
investments. He is also currently the president and sole director of The
Phoenix Companies, Inc., a public company which was formed to "spin-off"
publicly held subsidiaries as acquisition candidates of private companies
and/or business opportunities. Presently Phoenix is a dormant company but it
some time in the future it could seek a suitable business opportunity for
merger with it, and thus could be in competition with the Company at that
time. Mr. Miller is also the Chairman of the Board of a private company,
Cyberloan.com, Inc., now a defunct corporation.  During the past fifteen years,
Mr. Miller has been involved as an officer, director or principal shareholder
of nine other public companies formed for the same business purpose as the
Company. Details with respect to these nine companies is set forth in tabular
form in this Item 9. From 1968 through 1991, Mr. Miller was engaged full time
in the practice of law in Denver, Colorado. He currently maintains his license
to practice law although he has not practiced law since 1991.

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

Tabular presentation of other "blind pool" companies with which management has
been involved

Corporation   Date of Incorp, Regist. Form   Merger status      Principal terms
						                            of merger
------------------------------------------------------------------------------

Fi-Tek Corp   10-15-1984      Form S-18	   Merged with       Issued new stock
			            4-2-1986	   Boston Technology  to shareholders
			            001-12633	   Inc. in 1987       of Boston Tech.
							                      representing
							                      80% of the
							                      outstanding
							                      stock.

Fi-Tek II, Inc. 5-21-1987     Form S-18     Merged with       Issued new stock
			            3-10-1988     Online 	        to shareholders
			            33-17260-D    Communications    of Online Comm.
					              Inc. in Nov. 88   representing 80%
							                    of outstanding
							                    stock.

Fi-Tek III, Inc. 9-19-1988    Form S-18     Merged with VSI   Issued new stock
                              5-26-1989     Enterprises, Inc. to shareholders
                              001-10927     in Aug. 1990      of VSI
							                    Enterprises
							                    representing 89%
							                    of outstanding
										  Stock.

Fi-Tek IV, Inc. 8-3-1989     Form S-18      Merged with DBS   Issues new stock
                             5-11-1990      Industries in     to shareholders
			           33-31868-D    December 1992     of DBS
							                    representing 85%
						                          of outstanding
							                    stock.

Fi-Tek V, Inc.  8-3-1989     Form S-18	Merged with         Issued new stock
			           7-10-1991    Laidlaw Holding     to shareholders of
		                 33-37203-D   Inc, and            Laidlaw and
					            Westminster	        Westminster
					            Securities in       representing 95% of
					            June 1999	        outstanding stock.

Fi-Tek VI, Inc.(1) 7-12-1990 Form S-18    Merged with         Issued new stock
      		           4-14-1992    Psychrometric       to shareholders of
			           33-37513-D   Systems Inc. (PSI)  PSI representing
					            in Sept. 1997       90% of outstanding
							                    stock.

Fi-Tek VII, Inc.  7-12-1990  Form S-18    Seeking merger      N/A
			           4-14-2992    with unidentified
			           33-37514-D   company

Power Capital Inc. 5-30-1989 Form S-18    Merged with First   Issued new stock
			           9-19-1989    National Film Corp  to shareholders of
			           33-30153-B   in 1993             First National
							                    representing 85%
							                    outstanding stock

Bridgestone Corp.  12-1-1989 Form S-18    Merged with         Issued new stock
	(2)		           4-17-1990    Intellectual        to shareholders of
			           33-33092-D   Technology Inc.     ITI representing
					            (ITI) in            90% of outstanding
					            March 1997          stock.

Fieldcrest Corp.  12-1-1989  Form S-18    Merged with         Issued new stock
			           2-12-1991    Softlock Services   to shareholders of
			           33-37751-D   Inc. in             Softlock
					            July  1998          representing 90% of
							                    outstanding
					                                stock.

The Phoenix      12-8-1987   Form S-18    Seeking merger      N/A
Companies Inc.   	           12-5-1989    with unidentified
    (4)		           33-30598-D   company


Bluestone Capital 2-1-1987   Form S-18    Merged with         Issued new stock
Corp.                        7-13-1988    Dialogue Inc.       to shareholders of
			           Unknown      in December 1989    Dialogue representing
					                                90% of outstanding
					                                stock.

Catalina Capital  4-27-1990  Form S-18    Merged with         Issued new stock
Corp.			           1-20-1991    Instant Video       to shareholders of
	(5)		           33-35580-B   Technologies Inc.   Instant Video
					            April 1992          representing 85% of
							                    outstanding
					                                stock.

Harbor Capital   5-11-1992   Form S-18      Merged with        Issued new stock
Corp			           11-10-1992     Benefits           to shareholders of
	(5)		           33-57982-D     Administration     Benefits
					              Inc. in            representing 90% of
					              August 1997	   outstanding
					                                 stock.

OSK Capital I    3-2-1999   Form 10SB12G     (3)               N/A
Corp                        10-20-1999
	(5)		          0-27109

OSK Capital II   3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Corp                        3-6-2000        sale to/with
	(5)		          0-28791         Unidentified Company

OSK Capital III  3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Corp                        5-20-2000       sale to/with
        (5)		          0-30023         Unidentified Company

Park Hill        3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Capital I Corp              10-20-1999      sale to/with
        (5)		          0-27911         Unidentified Company

Park Hill        3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Capital II Corp             3-6-2000        sale to/with
	(5)		          0-28791         Unidentified Company

Park Hill        3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Capital III Corp            5-20-2000       sale to/with
	(5)		          0-30021         Unidentified Company

Franklin         3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Resources I Corp            10-30-1999      sale to/with
	(5)		          0-27169         Unidentified Company

Franklin         3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Resources II Corp           3-6-2000        sale to/with
	(5)		          0-28795         Unidentified Company

Franklin         3-2-1999   Form 10SB12G    Seeking Merger or       N/A
Resources III Corp          5-20-2000       sale to/with
	(5)		          0-30017         Unidentified Company


(1) In connection with the closing of the reverse merger between Fi-Tek VI
and Psychrometric Systems both Mr. Kramer and Mr. Miller entered into one
year consulting agreements whereby they each recieved 1,000,000 shares of
common stock as consideration for the agreements.

(2) In Connection with the closing of the reverse merger  between Bridgestone
and Intellectual Technology Mr. Miller entered into a one year consulting
agreement under which he was paid $1,500 per month for a period of twelve
months.

(3)  Mr Kramer axchanged his stock in OSK Capital I for 147,000 shares of
New York Regional Rail (NYRR), with a value at the time of exchange
(February 18, 2000) of $73,500.  All other shareholders of OSK exchanged their
holdings as well.

(4) Mr. Kramer was not involved with these companies.

(5) Mr. Miller was not involved with these Companies.



				 7




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 September 17, 2002, 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             6,500,000             21%
5330 E. 17th Ave Parkway
Denver, CO  80220

*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          14,000,000             45%
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



             (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



                                     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)

     (4.2)     Extension of expiration date of it's Class A and
		   Class B Comon Strock Purchase Warrents to December 31, 2003.


						10



                                   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 17, 2002                        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 25, 2002


  /s/ Ronald J. Miller
  --------------------
      Ronald J. Miller     Treasurer, Secretary,
                           Director and Principal
                           Financial Officer              September 25, 2002



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.


               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

        I, Ronald J. Miller, certify that:

1. I have reviewed this annual report on Form 10-KSB of Fi-Tek VII, Inc.;

2. Based on my knowledge, this annual report does not contain any
	untrue statement of a material fact or omit to state a material
	fact necessary to make the statements made, in light of the circumstances
	under which such statements were made, not misleading with respect to the
	period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
	information included in this annual report, fairly present in all material
	respects the financial condition, results of operations and cash flows of the
	registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
	establishing and maintaining disclosure controls and procedures
	(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
	and have:
   a) designed such disclosure controls and procedures to ensure that material
	information relating to the registrant, including its consolidated
	subsidiaries, is made known to us by others within those entities,
	particularly during the period in which this annual report is being
	prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls and
	procedures as of a date within 90 days prior to the filing date of this
	annual report (the "Evaluation Date"); and
   c) presented in this annual report our conclusions about the effectiveness
	of the disclosure controls and procedures based on our evaluation as of
	the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
	our most recent evaluation, to the registrant's auditors and the audit
	committee of registrant's board of directors (or persons performing the
	equivalent functions):
   a) all significant deficiencies in the design or operation of internal
	controls which could adversely affect the registrant's ability to
	record, process, summarize and report financial data and have identified
	for the registrant's auditors any material weaknesses in internal
	controls; and
   b) any fraud, whether or not material, that involves management or other
	employees who have a significant role in the registrant's internal
	controls; and

6. The registrant's other certifying officers and I have indicated in this
	annual report whether there were significant changes in internal
	controls or in other factors that could significantly affect internal
	controls subsequent to the date of our most recent evaluation, including
	any corrective actions with regard to significant deficiencies and
	material weaknesses.


Date: September 25, 2002
							   /s/ Ronald J. Miller
							 ----------------------
					                   Ronald J. Miller
                  			       [Treasurer, Secretary,
                          			 Director and Principal
                           			      Financial Officer




               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

        I, Frank L. Kramer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Fi-Tek VII, Inc.;

2. Based on my knowledge, this annual report does not contain any
	untrue statement of a material fact or omit to state a material
	fact necessary to make the statements made, in light of the circumstances
	under which such statements were made, not misleading with respect to the
	period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
	information included in this annual report, fairly present in all material
	respects the financial condition, results of operations and cash flows of the
	registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
	establishing and maintaining disclosure controls and procedures
	(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
	and have:
   a) designed such disclosure controls and procedures to ensure that material
	information relating to the registrant, including its consolidated
	subsidiaries, is made known to us by others within those entities,
	particularly during the period in which this annual report is being
	prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls and
	procedures as of a date within 90 days prior to the filing date of this
	annual report (the "Evaluation Date"); and
   c) presented in this annual report our conclusions about the effectiveness
	of the disclosure controls and procedures based on our evaluation as of
	the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
	our most recent evaluation, to the registrant's auditors and the audit
	committee of registrant's board of directors (or persons performing the
	equivalent functions):
   a) all significant deficiencies in the design or operation of internal
	controls which could adversely affect the registrant's ability to record,
	process, summarize and report financial data and have identified for the
	registrant's auditors any material weaknesses in internal controls; and
   b) any fraud, whether or not material, that involves management or other
	employees who have a significant role in the registrant's internal
	controls; and

6. The registrant's other certifying officers and I have indicated in this
	annual report whether there were significant changes in internal
	controls or in other factors that could significantly affect internal
	controls subsequent to the date of our most recent evaluation,
	including any corrective actions with regard to significant
	deficiencies and material weaknesses.


Date: September 25, 2002
                                                           /s/ Frank L. Kramer
							 ---------------------
                                                               Frank L. Kramer
						      President, Director, and
                           			   Principal Executive Officer
  11



                 REPORT OF INDEPENDENT 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, 2002, 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, 2002.  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, 2002, 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, 2002 in conformity with
generally accepted accounting principles.


Denver, Colorado
September 17, 2002

                                           COMISKEY & COMPANY
                                           PROFESSIONAL CORPORATION


                                     F-1


                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                 June 30, 2002


     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $     7,425
                                                      ----------
   Total current assets                                    7,425
                                                      ----------
  TOTAL ASSETS                                       $     7,425
                                                      ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $       150
                                                      ----------
  Total current liabilities                                  150

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;
     31,357,500 shares issued and
     outstanding                                             314
   Additional paid-in capital                             48,403
   Deficit accumulated during the
     development stage                                   (42,442)
                                                       ---------
                                                           7,275
                                                       ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $       7,425
                                                       =========

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


                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                   STATEMENTS OF LOSS AND ACCUMULATED DEFICIT



                                Period
                                July 12, 1990
                                (Inception)        For the year
                                to June 30,        ended June 30,
                                2002               2002       2001
                                -------------      ---------- ----------
REVENUES
   Investment income           $    13,149        $      44  $      98
                                ----------         --------   --------
EXPENSES
   Amortization                        500                -          -
   Legal and accounting             36,465            2,860      2,647
   Officer compensation              3,000                -          -
   Office expense                    5,889              300        300
   Taxes and licenses                2,433                -        122
   Service Fee                          25               25
   Transfer agent                    6,279              898        872
                                ----------         --------   --------
     Total expenses                 54,591            4,083      3,941
                                ----------         --------   --------
NET LOSS                           (41,442)          (4,039)    (3,843)

Accumulated deficit

  Balance, beginning of period           -          (37,403)   (33,560)
                                ----------         --------   --------
  Balance, end of period       $   (41,442)       $ (41,442) $ (37,403)
                                ==========         ========   ========
NET LOSS PER SHARE             $      (NIL)       $    (NIL) $    (NIL)
                                ==========         ========   ========
WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING           27,412,446       31,357,500  31,357,500
                                ==========       ==========  ==========


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




                                Fi-Tek VII, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the period from inception (July 12, 1990) to June 30, 2002

<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
                     ----------   --------   -----------  ------------  ------

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
</Table>

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



                                Fi-Tek VII, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the period from inception (July 12, 1990) to June 30, 2001
                                 (Continued)

<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)

Net loss for the year
 Ended June 30, 2000       -          -             -        (4,494)    (4,494)

Net loss for the year
 Ended June 30, 2001       -          -             -        (3,843)    (3,843)

Net loss for the year
 Ended June 30, 2002       -          -             -        (4,039)    (4,039)
                  ----------    -------    ----------   -----------   --------
Balance,
 June 30, 2002    31,357,500    $   314    $   48,403   $   (42,442)  $  7,275
                  ==========    =======    ==========   ===========   ========
</TABLE>
                The accompanying notes are an integral part
                        of the financial statements
                                     F-5



                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS



                                Period
                                July 12, 1990
                                (Inception)            For the year
                                to June 30,            ended June 30,
                                2002                  2002       2001
                                -------------      ---------- ----------
CASH FLOWS FROM
 OPERATING ACTIVITIES
   Net loss                    $   (42,442)       $  (4,039) $  (3,843)
   Adjustments to reconcile
     net loss to net cash flows from
     in operating activities:
        Amortization                   500                -          -
        Increase (decrease) in
         accounts payable              150               75         22
                                ----------         --------   --------
      Net cash flows from
           operating activities    (40,792)          (3,964)    (3,821)

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

CASH FLOWS FROM
  FINANCING ACTIVITIES
   Issuance of common stock        188,730                -          -
   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 flows from
        financing activities        48,717                -          -
                                ----------         --------   --------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS               7,425           (3,964)    (3,821)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                    -           11,389     15,210
                                ----------         --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                $     7,425        $   7,425  $  11,389
                                ==========         ========   ========

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


                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002



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 Secretary-Treasurer at 300 High Street, Denver, Colorado 80218.

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.

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

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002

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, 2002, 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 December 31, 2003 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, 2002, 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 secretary-treasurer is providing office space at no charge to the
Company.  The officers of the Company are 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
$41,400 expiring between 2009 and 2022.  The tax benefit of these net
operating losses, which totals approximately $7,800, 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, 2002 and 2001, the valuation allowance increased
by $800 and $600, respectively.

                                     F-8


Exhibit 4.2

					 FI-TEK VII, INC.
                               300 High Street
                            Denver, Colorado 80218

                                 March 11, 2002

Dear Warrantholder:

	Pursuant to the terms of the Warrant Agreement, you are hereby
notified that Fi-Tek VII, Inc. (the "Company") has elected to extend the
expiration date of its outstanding Class A and Class B Common Stock
Purchase Warrants to December 31, 2003.

	No Warrants can be excercised unless and until a current post-effective
amendment to the Company's registration statement is available.  No such
amendment is available at this time.  Thus, the Common Stock Purchase Warrants
are not currently excercisable.  Subject the the availability of a
post-effective amendment, Common Stock Purchase Warrants may be excercised on
or before 5:00p.m. Mountain Time, on december 31, 2003, subject to further
extension or earlier call, at the discretion of teh Company.  Unless excercised
prior to the expiration date, Warrants will expire automatically.  Subject to
the foregoing, the Warrants may be excercised during the excercise period by
tender of the applicable Warrant excercise price and surrendor of the Warrant
Certificate to the Company's Warrant Agent, Corporate Stock Transfer, 3200
Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

                                             FI-TEK VII, INC.

                                             By Order of the Board of Directors



                                             Ronald J. Miller
                                             Secretary/Treasurer



THIS COMMUNICATION DOES NOT AND SHOULD NOT BE CONSTRUED AS AN OFFER TO SELL
SECURITIES OR A SOLICITATION OF AN OFFER TO BUY SECURITIES.  SUCH OFFERS OR
SOLICITATIONS ARE MADE ONLY BY MEANS OF A CURRENT PROSPECTUS AND ANY
SUPPLEMENT THERETO, AND ARE MADE ONLY IN SUCH STATES AS THE COMPANY MAY
LEGALLY MAKE SUCH OFFERS AND SOLICITATIONS.