**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**




x
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934For
                the fiscal year ended June 30, 2004ORo
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934





*Commission
      file number: 0-27471*





**RONCO
      CORPORATION (F/K/A FI-TEK VII, INC.)**





(Name
      of
      small business issuer in its charter)





Delaware
            
            84-1148206(State
                or other jurisdiction ofincorporation
                or organization)
            
            (I.R.S.
                Employer Identification No.)300
                High Street, Denver Colorado
            
            80218(Address
                of principal executive offices)
            
            (Zip
                Code)





(303)
      778-7443


(Issuer'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 o





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-KSB or any amendment
      to
      this form 10-KSB.





Yes xNo o





As
      of
      October 12, 2004, the aggregate market value of the shares of voting stock
      held
      by non-affiliates of the registrant was $622,875.





The
      number of shares outstanding of the registrant's only class of common stock,
      as
      of October 12, 2004, was 36,507,500.





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





Exhibit
      Index is located at Page 9.





**PART
      I**





**ITEM
      1.****DESCRIPTION
      OF 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 $160,390 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 common 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 common stock 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.





**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.





1


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.****DESCRIPTION
      OF 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, 2004.





**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 seven market makers for the Company's securities. For the current fiscal
      year, the high and low bid prices have ranged from $0.03 to $0.10 and during
      the
      last two fiscal years has ranged between $0.01 to $0.10.





At
      October 12, 2004, the Company had approximately 48 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.





**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, 2004, the Company had total liquid capital
      resources (cash) of $22,487.





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.





2


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,
      2004,
      reflects a current asset value of $22,487 and a total asset value of $22,487.
      The figures compare to $10,484 in current assets and $10,484 in total assets
      at
      June 30, 2003. The total assets for both fiscal years consisted of unrestricted
      cash. The increases in current and total assets from the 2003 fiscal year end
      to
      the 2004 fiscal year end are attributable to the Company's receipts from private
      placements of its common stock during the fiscal year ended June 30, 2004.





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
      $11 and $20, no revenues were received by the Company during the fiscal years
      ended June 30, 2004 and 2003, respectively. Since inception, the Company has
      earned interest income of $13,180. No other revenues have been received by
      the
      Company since inception. The Company experienced a net loss of $6,951 and
      $3,493, respectively, during the fiscal years ended June 30, 2004 and 2003.
      This
      increase in net loss is attributable to timing differences in the payment of
      expenses related to reporting requirements, additional accounting expenses
      subsequent to the passage of the Sarbanes-Oxley Act, and differences in expenses
      associated with acquisition activities.





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**





By
      report
      on Form 8-K filed on May 11, 2004 the Company reported that it had changed
      auditors. Comiskey & Company, P.C., the Company's independent accountants
      for the fiscal years ended in 2002 and 2003 resigned due to mandates under
      the
      provisions of the Sarbanes-Oxley Act of 2002, or the regulations promulgated
      thereunder, that impose limits upon the period of time over which an audit
      partner may serve a registrant. The Company retained the accounting firm of
      Stark Winter Schenkein & Co., LLP, to serve as the Company's independent
      auditors for the fiscal year ended June 30, 2004.





There
      have been no disagreements with accountants during the last two fiscal years
      on
      accounting and financial disclosure.





**ITEM
      8A.****CONTROLS
      AND PROCEDURES**





An
      evaluation was performed under the supervision and with the participation of
      the
      Company's management, consisting of the Chief Executive Officer (CEO) and the
      Chief Financial Officer (CFO), of the effectiveness of the design and operation
      of the Company's disclosure controls and procedures with 90 days before the
      filing date of this annual report. Based on that evaluation, the Company's
      management concluded that the Company's disclosure controls and procedures
      were
      effective. There have been no significant changes in the Company's internal
      controls or in other factors that could significantly affect internal controls
      subject to their evaluation.





3


**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 TenureFrank
                L. Kramer
            
            62
            
            President,
                Director
              since
                July 13, 1990Ronald
                J. Miller
            
            61
            
            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.





**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.





4


**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 at 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. 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 mergerFi-Tek
                  Corp
              10-15-1984
              Form
                  S-18
              Merged
                  with
              Issued
                  new stock to share-4-2-1986
              001-12633
              Boston
                  Technology
              holders
                  of Boston Tech.Inc.
                  in 1987
              representing
                  80% of theoutstanding
                  stock.Fi-Tek
                  II, Inc.
              5-21-1987
              Form
                  S-18
              Merged
                  with Online
              Issued
                  new stock to share-3-10-1988
              33-17260-D
              Communications
              holders
                  of Online Comm.Inc.
                  in Nov. 88
              representing
                  80% of out-standing
                  stock.Fi-Tek
                  III, Inc.
              9-19-1988
              Form
                  S-18
              Merged
                  with VSI
              Issued
                  new stock to share-5-26-1989
              001-10927
              Enterprises,
                  Inc. in
              holders
                  of VSI EnterprisesAug.
                  1990
              representing
                  89% of out-standing
                  stock.Fi-Tek
                  IV, Inc.
              8-3-1989
              Form
                  S-18
              Merged
                  with DBS
              Issued
                  new stock to share-5-11-1990
              33-31868-D
              Industries
                  in
              holders
                  of DBS repre-December
                  1992
              senting
                  85% of outstandingstock.Fi-Tek
                  V, Inc.
              8-3-1989
              Form
                  S-18
              Merged
                  with Laidlaw
              Issued
                  new stock to share-7-10-1991
              33-37203-D
              Holding
                  Inc., and
              to
                  shareholders ofWestminster
              Laidlaw
                  and WestminsterSecurities
                  in June
              representing
                  95% of1999
              outstanding
                  stock.Fi-Tek
                  VI, Inc.(1)
              7-12-1990
              Form
                  S-18
              Merged
                  with
              Issued
                  new stock to share-4-14-1992
              33-37513-D
              Psychrometric
              holders
                  of PSI representingSystems
                  Inc.(PSI)
              90%
                  of outstanding stock.in
                  Sept. 1997
  5
  Fi-Tek
                  VII, Inc.
              7-12-1990
              Form
                  S-18
              Seeking
                  merger with
              N/AInc.
              4-14-1992
              33-37514-D
              unidentified
                  companyPower
                  Capital
              5-30-1989
              Form
                  S-18
              Merged
                  with First
              Issued
                  new stock to share-Inc.
              9-19-1989
              33-30153-B
              National
                  Film Corp. in
              holders
                  of First National1993
              representing
                  85% of out-standing
                  stockBridgestone
              12-1-1989
              Form
                  S-18
              Merged
                  with Intellectual
              Issued
                  new stock to share-Corp.(2)
              4-17-
                  1990
              33-33092-D
              Technology
                  Inc. (ITI) in
              holders
                  of ITI representingMarch
                  1997
              90%
                  of outstanding stock.Fieldcrest
              12-1-1989
              Form
                  S-18
              Merged
                  with Softlock
              Issued
                  new stockCorp.
              2-12-1991
              33-37751-D
              Services
                  Inc. in July
              to
                  shareholders ofJuly
                  1998
              Softlock
                  representing 90%of
                  outstanding stock.The
                  Phoenix Com-
              12-8-1987
              Form
                  S-18
              Seeking
                  merger with
              N/Apanies
                  Inc. (4)
              12-5-1989
              33-30598-D
              unidentified
                  companyBluestone
              2-1-1987
              Form
                  S-18
              Merged
                  with Dialogue
              Issued
                  new stock to share-Capital
                  Corp.
              7-13-1988
              Unknown
              Inc.
                  in December 1989
              holders
                  of Dialogue repre-senting
                  90% of outstandingstock.Catalina
                  Capital
              4-27-1990
              Form
                  S-18
              Merged
                  with Instant
              Issued
                  new stock to share-Corp.(5)
              1-20-1991
              33-35580-B
              Video
                  Technologies,
              holders
                  of Instant VideoInc.
                  April 1992
              representing
                  85% ofoutstanding
                  stock.Harbor
                  Capital
              5-11-1992
              Form
                  S-18
              Merged
                  with Benefits
              Issued
                  new stock to share-Corp.
                  (5)
              11-10-1992
              33-57982-D
              Administration
                  Inc.
              holders
                  of Benefits repre-in
                  August 1997
              senting
                  90% of outstandingstock.OSK
                  Capital I
              3-2-1999
              Form
                  10SB12G
              (3)
              N/ACorp.(5)
              10-20-1999
              0-27109OSK
                  Capital
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/AII
                  Corp.(5)
              3-6-2000
              0-28791
              to/with
                  UnidentifiedCompanyOSK
                  Capital
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/AIII
                  Corp. (5)
              5-20-2000
              0-30023
              to/with
                  UnidentifiedCompanyPark
                  Hill Capital I
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/ACorp.(5)
              10-20-1999
              0-27911
              to/with
                  UnidentifiedCompany
  6
  Park
                  Hill
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/ACapital
                  II
              3-6-2000
              0-28791
              to/with
                  UnidentifiedCorp.
                  (5)
              
              
              CompanyPark
                  Hill
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/ACapital
                  III
              5-20-2000
              0-30021
              to/with
                  UnidentifiedCorp.(5)
              
              
              CompanyFranklin
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/AResources
                  I
              10-30-1999
              0-27169
              to/with
                  UnidentifiedCorp.(5)
              
              
              CompanyFranklin
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/AResources
                  II
              3-6-2000
              0-28795
              to/with
                  UnidentifiedCorp
                  (5)
              
              
              CompanyFranklin
              3-2-1999
              Form
                  10SB12G
              Seeking
                  Merger or sale
              N/AResources
                  III
              5-20-2000
              0-30017
              to/with
                  UnidentifiedCorp.(5)
              
              
              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 received 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 exchanged 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.





**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.




7




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


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





As
      of
      October 12, 2004, 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
              
              PercentageBeneficial
                  Owner
              
              Owner
                  Beneficially
              
              of
                  Class*Frank
                  L. Kramer
              
              8,400,000
              
              
              23%7676
                  E. Arizona DriveDenver,
                  CO 80231*Ronald
                  J. Miller
              
              9,250,000
              (1)
              
              25%300
                  High StreetDenver,
                  CO 80218Maurice
                  LaFlamme
              
              4,250,000
              
              
              12%49
                  Bay View Drive NorthJamestown,
                  RI 02835Robert
                  Neece
              
              2,150,000
              
              
              6%303
                  E. 17th AveSuite
                  800Denver,
                  Co. 80203*All
                  directors and
              
              17,650,000
              
              
              48%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.





(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 various
      private placements a total of 28,490,000 shares of Common Stock for a total
      of $
      54,090 or an average of $.002 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 Secretary-Treasurer,
      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.


8


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.





**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
                Auditors' Report of Stark Winter Schenkein & Co.,
                LLP
            F-1Independent
                Auditors' Report of Comiskey & Company, P.C.
            F-2Balance
                Sheet
            F-3Statements
                of Operations
            F-4Statement
                of Stockholders' Equity
            F-5Statements
                of Cash Flows
            F-7Notes
                to Financial Statements
            F-8-9





(b)
      Reports on Form 8-K





None.





(c)
      Exhibits





The
      following Exhibits are filed with this report:





Name
      of
      Exhibit





(31.1)
            Certification
                of Chief Executive Officer pursuant toRule
                13a-14(a) or 15d-14(a) under the SecuritiesExchange
                Act of 1934, as amended.(31.2)
            Certification
                of Chief Financial Officer pursuant toRule
                13a-14(a) or 15d-14(a) under the SecuritiesExchange
                Act of 1934, as amended.(32.1)
            Certifications
                of Chief Executive Officer and Chief FinancialOfficer
                of the Company, pursuant to 18 U.S.C. Section 1350,as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Actof
                2002.





9


**ITEM
      14.** **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





The
      Company's board of directors reviews and approves audit and permissible
      non-audit services performed by its independent accountants, as well as the
      fees
      charged for such services. In its review of non-audit service fees and its
      appointment of the Company's independent accountants, the board of directors
      considered whether the provision of such services is compatible with maintaining
      independence. For the current fiscal year, the Company appointed Stark Winter
      Schenkein & Co., LLP (the "Stark Firm") as its independent accountants.
      Prior to that, the Company retained Comiskey & Company, P.C. (the "Comiskey
      Firm") as its auditors. All of the services provided and fees charges by both
      firms of independent accountants were approved by the board of directors.





**Audit
      Fees**





The
      aggregate fees billed by the Comiskey Firm for professional services for the
      audit of the annual financial statements of the Company and the reviews of
      the
      financial statements included in the Company's quarterly reports on Form 10-QSB
      for 2003 and 2002 were $2,925 and $2,350, respectively, net of expenses. There
      were no fees charged to the Company by the Stark firm during those two years.





**Audit-Related
      Fees**





There
      were no other fees billed by those Firms during the last two fiscal years for
      assurance and related services that were reasonably related to the performance
      of the audit or review of the Company's financial statements and not reported
      under "Audit Fees" above.





**Tax
      Fees**





The
      aggregate fees filled during the last two fiscal years for professional services
      rendered for tax compliance for 2003 and 2002 were $500 and $500, respectively,
      net of expenses.





**All
      Other Fees**





There
      were no other fees billed by either the Stark Firm or the Comiskey Firm during
      the last two fiscal years for products and services provided.





10


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant has caused this amended report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




RONCO
              CORPORATION
              (F/K/A FI-TEK VII, INC.)Date: January
              20, 2006
            By:
            /s/ Richard
              F. Allen, Sr.Richard F. Allen, Sr.,President and
                Chief Executive
                Officer


In
        accordance with the Securities Exchange Act of 1934, this amended report
        has
        been signed below by the following persons on behalf of the registrant and
        in
        the capacities and on the dates indicated:





Date: January
              20, 2006
            By:
            /s/ Richard
              F. Allen, Sr.Richard
              F. Allen, Sr., Director, President and Chief
              Executive Officer (PrincipalExecutive
              Officer)




Date: January
              20, 2006
            By:
            /s/ Evan
              J.
              WarshawskyEvan
              J. Warshawsky, Chief Financial Officer and Secretary
              (Principal Financial Officer and Principal Accounting
              Officer)




Date: January
              20, 2006
            By:
            /s/ Harold
              D.
              KahnHarold
              D. Kahn, Director




Date: January
              20, 2006
            By:
            /s/ A.
              Emerson MartinA.
              Emerson Martin, II,
              Director




Date: January
              20, 2006
            By:
            /s/ Gregg
              A.
              MockenhauptGregg
              A. Mockenhaupt,
              Director




Date: January
              12, 2006
            By:
            /s/ Thomas
              J.
              Lykos, Jr.Thomas
              J. Lykos, Jr.,
              Director




11




**REPORT
      OF INDEPENDENT AUDITORS**





Shareholders
      and Board of Directors


Fi-Tek
      VII, Inc.





We
      have
      audited the accompanying balance sheet of Fi-Tek VII, Inc. (a development stage
      company) as of June 30, 2004, and the related statements of operations,
      stockholders' equity, and cash flows for the year then ended. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with auditing standards of the Public Company
      Accounting Oversight Board (United States). 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 by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit provides a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Fi-Tek VII, Inc. (a development
      stage company) as of June 30, 2004, and the results of its operations, and
      its
      cash flows for the year then ended, in conformity with accounting principles
      generally accepted in the United States of America.





/s/
      Stark
      Winter Schenkein & Co, LLP





Denver,
      Colorado


September
      28, 2004







F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





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





We
      have
      audited the accompanying statements of loss and accumulated deficit,
      stockholders' equity, and cash flows of Fi-Tek VII, Inc. for the year ended
      June
      30, 2003, and for the period from inception (July 12, 1990) to June 30, 2003.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audit.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects and the results of operations and cash flows of Fi-Tek VII,
      Inc. for the year ended June 30, 2003 and for the period from inception (July
      12, 1990) to June 30, 2003 in conformity with accounting principles generally
      accepted in the United States of America.





/s/
      COMISKEY & COMPANY


PROFESSIONAL
      CORPORATION





Denver,
      Colorado


September
      17, 2003






F-2




**Fi-Tek
      VII, Inc.**


(A
      Development Stage Company)


**BALANCE
      SHEET**


June
      30,
      2004





**ASSETS**





**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            22,487LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            1,279STOCKHOLDERS'
                EQUITYPreferred
                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;36,507,500
                shares issued andoutstanding
            
            
            365Additional
                paid-in capital
            
            
            74,102(Deficit)
                accumulated during thedevelopment
                stage
            
            
            (53,259
            )21,208$
            22,487














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


F-3




**Fi-Tek
      VII, Inc.**


(A
      Development Stage Company)


**STATEMENTS
      OF OPERATIONS**





For
                the year ended June 30,
            
            Period
              July
                12, 1990
              (Inception)
                to
              June
                30,2004
            
            2003
            
            2004REVENUESInvestment
                income
            
            $
            11
            
            $
            20
            
            $
            13,180EXPENSESAmortization
            
            
            -
            
            
            -
            
            
            500Legal
                and accounting
            
            
            4,464
            
            
            3,991
            
            
            44,920Officer
                compensation
            
            
            -
            
            
            -
            
            
            3,000Office
                expense
            
            
            -
            
            
            -
            
            
            5,889Taxes
                and licenses
            
            
            -
            
            
            -
            
            
            2,433Service
                fees
            
            
            216
            
            
            11
            
            
            252Transfer
                agent
            
            
            2,282
            
            
            884
            
            
            9,445Total
                expenses
            
            $
            6,962
            
            $
            4,886
            
            $
            66,439NET
                (LOSS)
            
            $
            (6,951
            )
            $
            (4,866
            )
            $
            (53,259
            )NET
                (LOSS) PER SHARE
            
            $
            -
            
            $
            -
            
            $
            -WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            36,507,500
            
            
            32,957,500
            
            
            28,698,957





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, 2004





Common
                stock
            
            
            
            (Deficit)
              accumulated
              during
                the
            
            TotalNumber
                of
              shares
            
            Amount
            
            Additional
              paid-in
                capital
            
            development
              stage
            
            stockholders
              equityCommon
                stock issued for cash, July and August, 1990 at between $0.0003 and
                $0.003
                per share
            
            
            21,000,000
            
            $
            210
            
            $
            17,790
            
            $
            -
            
            $
            18,000Net
                (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
            
            
            -
            
            
            160,390Deferred
                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
            )




F-5




Common
                stock issued for cash, April 1999 at $0.001 per share
            
            
            340,000
            
            
            4
            
            
            336
            
            
            -
            
            
            340Common
                stock issued for cash, June 1999 at $0.005 per share
            
            
            2,000,000
            
            
            20
            
            
            9,980
            
            
            -
            
            
            10,000Net
                (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
            )Common
                stock issued for cash, April 2003 at $0.005 per share
            
            
            1,600,000
            
            
            16
            
            
            7,984
            
            
            -
            
            
            8,000Net
                (loss) for the year Ended June 30, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,866
            )
            
            (4,866
            )Common
                stock issued for cash, June 2004 at $0.005 per share
            
            
            3,550,000
            
            
            35
            
            
            17,715
            
            
            -
            
            
            17,750Net
                (loss) for the year Ended June 30, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,951
            )
            
            (6,951
            )Balance,
                June 30, 2004
            
            
            36,507,500
            
            $
            365
            
            $
            74,102
            
            $
            (53,259
            )
            $
            21,208








The
      accompanying notes are an integral part of the financial
      statements


F-6


**Fi-Tek
      VII, Inc.**


(A
      Development Stage Company)


**STATEMENTS
      OF CASH FLOWS**





For
                the year
              ended
                June 30,
            
            Period
              July
                12, 1990
              (Inception)
                to
              June
                30,2004
            
            2003
            
            2004CASH
                    FLOWS FROMOPERATING ACTIVITIESNet
                (loss)
            
            $
            (6,951
            )
            $
            (4,866
            )
            $
            (53,259
            )Adjustments
                to reconcile net (loss) to net cash (used in) operating
                activities:Amortization
            
            
            -
            
            
            -
            
            
            500Increase
                (decrease) in accounts payable
            
            
            1,204
            
            
            (75
            )
            
            274Net
                cash flows (used in) operating activities
            
            
            (5,747
            )
            
            (4,941
            )
            
            (51,480
            )CASH
                FLOWS FROM INVESTING ACTIVITIESIncrease
                in organization costs
            
            
            -
            
            
            -
            
            
            (500
            )Net
                cash flows from investing activities
            
            
            -
            
            
            -
            
            
            (500
            )CASH
                FLOWS FROM FINANCING ACTIVITIESIssuance
                of common stock
            
            
            17,750
            
            
            8,000
            
            
            214,480Deferred
                offering costs paid
            
            
            -
            
            
            -
            
            
            (46,335
            )Statutory
                escrow contribution
            
            
            -
            
            
            -
            
            
            (93,678
            )Loans
                from shareholders
            
            
            -
            
            
            -
            
            
            4,000Repayment
                of loans from shareholders
            
            
            -
            
            
            -
            
            
            (4,000
            )Net
                cash flows provided by financing activities
            
            
            17,750
            
            
            8,000
            
            
            74,467NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            12,003
            
            
            3,059
            
            
            22,487CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            10,484
            
            
            7,425
            
            
            -CASH
                AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            22,487
            
            $
            10,484
            
            $
            22,487





The
      accompanying notes are an integral part of the financial
      statements


F-7


**Fi-Tek
      VII, Inc.**


(A
      Development Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


June
      30,
      2004





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





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.





Revenue
      Recognition


Revenue
      will be recognized when earned.





Deferred
      Offering Costs


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





Cash
      and
      Cash Equivalents


For
      purposes of balance sheet classification and the statements of cash flows,
      the
      Company considers all highly liquid investments purchased with an original
      maturity of three months or less to be cash equivalents.





Net
      Loss
      Per Common Share


The
      Company follows SFAS 128, "Earnings Per Share". Basic earnings


(loss)
      per common share calculations are determined by dividing net income (loss)
      by
      the weighted average number of shares of common stock outstanding during the
      year. Diluted earnings (loss) per common share calculations are determined
      by
      dividing net income (loss) by the weighted average number of common shares
      and
      dilutive common share equivalents outstanding. During the periods when they
      are
      anti-dilutive, common stock equivalents, if any, are not considered in the
      computation.





Use
      of
      Estimates


The
      preparation of the Company's financial statements in conformity with accounting
      principles generally accepted in the United States of America 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.





Financial
      Instruments


Fair
      value estimates discussed herein are based upon certain market assumptions
      and
      pertinent information available to management as of June 30, 2004. The
      respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash and
      accounts payable. Fair values are assumed to approximate carrying values for
      these financial instruments because they are short term in nature, payable
      on
      demand, and their carrying amounts approximate fair value.





Consideration
      of Other Comprehensive Income Items


SFAS
      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





F-8


1.
      Summary of Significant Accounting Policies (continued)





year
      ended June 30, 2004, the Company's financial statements do not contain any
      changes in equity that are required to be reported separately in comprehensive
      income.





Recent
      Pronouncements


In
      May
      2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
      "Accounting for Certain Financial Instruments with Characteristics of both
      Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
      financial instruments that, under previous guidance, could be classified as
      equity or "mezzanine" equity by now requiring those instruments to be classified
      as liabilities (or assets in some circumstances) on the balance sheet. Further,
      SFAS 150 requires disclosure regarding the terms of those instruments and
      settlement alternatives. SFAS 150 is generally effective for all financial
      instruments entered into or modified after May 31, 2003, and is otherwise
      effective at the beginning of the first interim period beginning after June
      15,
      2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 did not
      have
      any material impact on the Company's financial position, results of operations
      or cash flows.





2.
      Stockholders' Equity





In
      July
      and August 1990 the Company issued 21,000,000 shares of stock for cash of
      $18,000.





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,
      2004
      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, 2004, no warrants have been exercised.





The
      Company received net proceeds from the offering of $114,055 after deducting
      offering costs of $46,335.





On
      April
      2, 1999, the Company issued 340,000 shares of Common Stock for $340 cash,
      purchased by non-related parties.





On
      April
      8, 1999, the Company issued 2,000,000 shares of Common Stock for $10,000
      cash.





On
      April
      8, 2003, the Company issued 1,600,000 shares of Common Stock for $8,000
      cash.





On
      June
      7, 2004 the Company issued 3,550,000 shares of Common Stock for $17,750
      cash.





3.
      Related Party Transactions





The
      Secretary-Treasurer is providing office space, which has nominal value, 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 his 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 $53,000
      expiring between 2010 and 2024. The tax benefit of these net-operating losses,
      which totals approximately $10,000, 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, 2004
      and 2003, the valuation allowance increased by $1,400 and $1,000,
      respectively.




F-9