FORM 10-KSB

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

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

For the fiscal year ended June 30, 2004

                                         OR

( )  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.
               ______________________________________________________
                   (Name of small business issuer 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
_________________________________________________________________________
            (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
    ---           ---

     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 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 10.

                                      1



                                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.

                                      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.     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.

                                      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, 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.

     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.


                                      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 $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 Sarbances-Oxley Act, and
differences in expenses associated with acquisition activites.

     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.


                                      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    62       President, Director
                                  since July 13, 1990

      Ronald 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.

                                      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 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 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   Issued 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 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.



                                      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 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     Percentage
 Beneficial Owner      Owner Beneficially     of Class
-------------------   --------------------  ------------
*Frank L. Kramer             8,400,000             23%
7676 E. Arizona Drive
Denver, CO  80231

*Ronald J. Miller            9,250,000(1)          25%
300 High Street
Denver, CO  80218

Maurice LaFlamme             4,250,000             12%
49 Bay View Drive North
Jamestown, RI  02835

Robert Neece		     2,150,000		    6%
303 E. 17th Ave
Suite 800
Denver, 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.

                                      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 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.

     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 Auditors' Report of Stark Winter Schenkein & Co., LLP   F-1
      Independent Auditors' Report of Comiskey & Company, P.C.            F-2
      Balance Sheet                                                       F-3
      Statements of Operations                                            F-4
      Statement of Stockholders' Equity                                   F-5
      Statements of Cash Flows                                            F-6
      Notes to Financial Statements                                     F-7-9

             (b) Reports on Form 8-K

                            None.

             (c) Exhibits

     The following Exhibits are filed with this report:

Name of Exhibit

     (31.1)        Certifications pursuant to Rule 13a-14(a) or 15d-14(a)
	       under the Securities Exchange Act of 1934, as amended.

     (32.1)    Certifications of Chief Executive Officer and Chief Financial
               Officer of the Company, pursuant to 18 U.S.C. Section 1350,
               as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.


                                    10



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


                                SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has caused this report to be signed on its
behalf by the undersigned duly authorized person.

Date:  October 13, 2004                        Fi-Tek VII, Inc.



                                        By:   /s/ Ronald J. Miller
                                              -------------------
                                              Ronald J. Miller
                                              Chief Financial Officer


                                    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 ftee 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.


Denver, Colorado
September 17, 2003

                                           /s/ COMISKEY & COMPANY
                                           PROFESSIONAL CORPORATION


                                     F-2


                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                 June 30, 2004


     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $    22,487
                                                      ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $     1,279
                                                      ----------

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;
     36,507,500 shares issued and
     outstanding                                             365
   Additional paid-in capital                             74,102
   (Deficit) accumulated during the
     development 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




                                                              Period
                                                              July 12, 1990
                                   For the year               (Inception)
                                   ended June 30,             to June 30,
                                     2004       2003          2004
                                 ----------   -----------     ------------
REVENUES
   Investment income              $      11    $      20      $    13,180
                                   --------     --------      ----------
EXPENSES
   Amortization                           -            -              500
   Legal and accounting               4,464        3,991           44,920
   Officer compensation                   -            -            3,000
   Office expense                         -            -            5,889
   Taxes and licenses                     -            -            2,433
   Service fees                         216           11              252
   Transfer agent                     2,282          884            9,445
                                   --------     --------       ----------
     Total expenses               $   6,962    $   4,886      $    66,439
                                   --------     --------       ----------
NET (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

<TABLE>
<S>                 <C>          <C>         <C>         <C>           <C>
                                                          (Deficit)
                        Common stock                      accumulated   Total
                     ------------------       Additional  during the    stock-
                     Number of                paid-in     development   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)

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)

Common stock issued for
 cash, April 2003 at
$0.005 per share   1,600,000         16         7,984             -      8,000

Net (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             -    17,750

Net (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
                  ==========    =======    ==========   ===========   ========
</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
                                           For the year          (Inception)
                                           ended June 30,        to June 30,
                                           2004       2003       2004
                                       ---------- ----------     -------------
CASH FLOWS FROM
 OPERATING ACTIVITIES
   Net (loss)                         $  (6,951) $  (4,866)      $     (53,259)
   Adjustments to reconcile
     net (loss) to net cash (used in)
     operating activities:
        Amortization                          -          -                 500
        Increase (decrease) in
         accounts payable                 1,204       (75)                 274
                                        --------   --------        ------------
      Net cash flows (used in)
           operating activities          (5,747)    (4,941)            (51,480)
                                        --------   --------        ------------
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             17,750      8,000              214,480
   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 provided by
        financing activities            17,750      8,000               74,467
                                       --------   --------         ------------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                  12,003      3,059               22,487

CASH 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-6


                                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.

1.	Summary of Significant Accounting Policies (continued)

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 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.