CONFORMED COPY

                                    FORM 10-K SB

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

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

For the fiscal year ended June 30, 1998

                                         OR

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

Commission file number:  33-37514-D


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

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

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

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

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

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

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

Yes  X         No 
    ---           ---

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

Yes  X       No
    ---         ---

     As of August 31, 1998, the aggregate value of the 12,117,500 shares
of voting stock held by non-affiliates of the registrant was $121,175.

     The number of shares outstanding of the registrant's only class of
common stock, as of August 31, 1998, was 29,017,500.

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

     Exhibit Index is located at Page 10.

<PAGE>

                                     PART I


ITEM 1.     BUSINESS

General

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

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

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


                                       2
<PAGE>

     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.

Employees

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

ITEM 2.     PROPERTIES

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


ITEM 3.     LEGAL PROCEEDINGS

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


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

     No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended June 30, 1998.



                                     PART II


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

     The Company's common stock began trading on the NASD's Bulletin Board 
during the third quarter of fiscal 1994.  According to the only firm currently 
making a market in the Company's securities, both the high and low bid during
each fiscal quarter since commencement of trading has remained at $.01
per share of common stock.

     At August 31, 1998, the Company had approximately 50 shareholders of
record.  The Company has not paid any dividends on its common stock and
does not expect to pay a cash dividend in the foreseeable future.

                                       3
<PAGE>

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

Liquidity and Capital Resources

     The Company completed the initial public offering of its securities
in October of 1992, receiving gross proceeds of $160,390 (including
proceeds from the sale of warrants to the underwriter of the offering). 
Total costs of the offering amounted to $46,335.  The net proceeds of
the offering, therefore, amounted to $114,055.  Pursuant to the Colorado
Securities Act and based upon actual and estimated offering costs,
$93,678 of that amount was deposited into escrow.  This escrowed amount 
was refunded, by law, effective as of the date of the fourth anniversary 
for the prospectus (April 14, 1996), since the Company failed to identify a 
suitable business acquisition during the four year period after its public 
offering.  At June 30, 1998, the Company had total liquid capital resources 
(cash) of $14,543.

     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, 1998, reflects a current asset 
value of $14,543 and a total asset value of $14,543.  The figures compare 
to $18,000 in current assets and $18,000 in total assets at June 30, 
1997.  The total assets for the 1998 fiscal year end consisted of $14,543 of
unrestricted cash, while total assets for the 1997 fiscal year consisted of
$17,750 of unrestricted cash and $250 in receivables.  The decreases in 
current and total assets from the 1997 fiscal year end to the 1998 fiscal year
end are attributable to the Company's operating expenses exceeding its 
receipt of interest earned on cash balances during the fiscal year ended 
June 30, 1998, and expenses related to compliance reporting.

                                       4

<PAGE>

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

Results of Operations

     Since completing its public offering in October 1992, the Company 
has engaged in no significant operations other than the search for, and 
identification and evaluation of, possible acquisition candidates.  Other 
than interest income of $305 and $449, no revenues were received by 
the Company during the fiscal years ended June 30, 1998 and 1997, 
respectively.  Since inception, the Company has earned interest income of 
$12,712.  No other revenues have been received by the Company since 
inception.  The Company experienced a net loss of $3,873 and $3,621, 
respectively, during the fiscal years ended June 30, 1998 and 1997.  This 
increase in net loss is attributable a significant decrease in interest income
during fiscal 1998 as compared to fiscal 1997.

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

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

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


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

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

                                       5
<PAGE>

                                     PART III


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

Identification of Directors and Executive Officers of the Company

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

      Name              Age       Position Held and Tenure      
     ------            -----     --------------------------
      Frank L. Kramer    56       President, Director
                                  since July 13, 1990

      Ronald J. Miller   55       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 has served as President and as a 
director of the Company since July 1990.  Since January 1991, Mr. Kramer 
has been self-employed as a financial consultant in the Denver, Colorado 
area.  From 1987 to December 1990, Mr. Kramer was affiliated with New 
York Life Insurance Company ("New York Life") as an agent and recruiter.  
From 1986 until March of 1987, he was an employee and a director of 
Optimum Manufacturing, Inc., a public company engaged in manufacturing in 
Denver, Colorado.  From 1981 to late 1987, Mr. Kramer was self-employed 
as a private financial consultant in the Denver, Colorado area, assisting 
businesses in arranging interim financing for their business operations, 
through private and commercial borrowings.  He has also been engaged in 
the structuring and implementing of private financing for the oil and gas 
and commercial real estate industries.  Mr. Kramer was affiliated with 
New York Life from 1968 through 1981 and was engaged in sales, sales 
management and estate planning.  He became a Chartered Life Underwriter 
in 1972.  From 1973 through 1981, he was General Manager of two of New 
York Life's general offices.  Mr. Kramer has been and is involved in a 
number of "blind pool" companies as outlined in the following paragraph.

                                       6
<PAGE>

     Mr. Kramer served as president and a director from 1984 to 1987 of 
Fi-Tek Corp., a "blind pool" company headquartered in Aurora, Colorado, 
which completed an offering of securities in 1986.  In 1987, Fi-Tek Corp. 
acquired Boston Technology, Inc. and moved its operations to Cambridge, 
Massachusetts.  From May 1987 to November 1988, Mr. Kramer served as 
president, treasurer and the chairman of the board of Fi-Tek II, Inc., a 
"blind pool" company headquartered in Aurora, Colorado, which completed 
an offering of securities in July 1988.  In October 1988, Fi-Tek II, 
Inc., acquired On Line Communications, Inc. and moved its operations to 
San Jose, California.  The company subsequently changed its name to On 
Line Network, Inc. and has since ceased operations.  Mr. Kramer also 
served, commencing in November 1988, as the president, treasurer and a 
director of Fi-Tek III, Inc., a Delaware-chartered "blind pool" 
corporation which completed an offering of securities in September 1989, 
and which in August 1990 acquired Videoconferencing Systems, Inc., a 
Norcross, Georgia-based company.  Effective as of the date of 
acquisition, Mr. Kramer resigned as president and treasurer, but retained 
his position on the board of directors.  The Company has since changed 
its name to VSI Enterprises, Inc. and Mr. Kramer resigned his position as 
director on July 15, 1991.  From February 1987 until December 1989, he 
was also the treasurer and a director of Bluestone Capital Corp., a 
Colorado "blind pool" corporation which completed an offering of 
securities in November 1988 and which moved its operations to Braintree, 
Massachusetts after acquiring Dialogue, Inc. in December 1989.  The 
company has since ceased operations.  Mr. Kramer also served as an 
officer and director of Catalina Capital Corp. ("Catalina"), a Delaware-
chartered "blind pool" corporation which completed a public offering of 
its securities in April 1991 and which moved its operations to 
Scottsdale, Arizona after acquiring Explore Technology, Inc. ("Explore") 
in August 1992.  Mr. Kramer resigned all positions with Catalina upon the 
closing of the acquisition of Explore.  Explore has since changed its 
name to Instant Video Technology, Inc.  Mr. Kramer also served as 
president, treasurer and a director of Fi-Tek IV, Inc., a Delaware-
chartered "blind pool" corporation which completed an offering of 
securities in September 1990.   During December  1992,   Fi-Tek IV 
completed a reverse  acquisition  (stock-for-stock exchange)  of  DBS  
Network,   Inc.,   a Mill Valley,   California-based company,   which  
through  its  equity ownership of another entity, holds an interest in a 
permit granted by the Federal Communications Commission for launch and 
operation of direct broadcast satellites and is otherwise engaged in the 
automated meter reading business for public utilities from satellites.  
Fi-Tek IV has since changed its name to DBS Industries, Inc.  For 
approximately a one-month period in October 1990, Mr. Kramer served as a 
director of Power Capital, Inc. (now known as 1st National Film Corp.), 
a "blind pool" company which completed a public offering of its 
securities in November 1989.  Mr. Kramer is also an officer and director 
of another "blind pool" company, Fi-Tek V, Inc., which completed a "blind pool"
public offering of its securities in January 1992.  Mr. Kramer was an
officer and director of Harbour Capital Corp. which completed a "blind 
pool" public offering of its securities in October 1993.  On May 16, 1997, the 
company effected a reverse acquisition (stock-for-stock exchange) with Benefits
Administration, Inc. and Telesave Corporation.  Mr. Kramer also served
as an officer and director of Fi-Tek VI, Inc., a "blind pool" company, from its 
inception in January 1990 until September 1997, at which time Fi-Tek VI 
completed a reverse acquisition with Psychrometric Systems, Inc. ("PSI"), and 
Mr. Kramer resigned his positions with Fi-Tek VI.  PSI is a world-wide supplier 
of cooling water towers for the power, refining, chemical HVAC and process 
industries.

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

                                       7
<PAGE>

     Ronald J. Miller.
                      Mr. Miller is the Secretary, Treasurer and a 
director of the Company.  He currently devotes the majority of his time 
and attention to his personal investments and to other "blind pool" 
companies in which he holds one or more position as officer, director, or 
principal shareholder as described below.  Mr. Miller served as secretary 
and director of Fi-Tek III, Inc., from inception until August 1990, when 
Fi-Tek III, Inc. acquired Videoconferencing Systems, Inc.  Mr. Miller 
served from inception until December 1993 as a director of Fi-Tek IV, 
Inc., and has also served as an officer and director of Fi-Tek VI, Inc., a 
"blind pool" company, from its inception in January 1990 until September 1997, 
at which time Fi-Tek VI completed a reverse acquisition with Psychrometric 
Systems, Inc. ("PSI"), and Mr. Miller resigned his positions with Fi-Tek VI.  
PSI is a world-wide supplier of cooling water towers for the power, refining, 
chemical HVAC and process industries.  Mr. Miller also has served since 
inception as secretary, treasurer, and director of Fi-Tek V, Inc. and Fi-Tek 
VII, Inc.  See biography of Mr. Kramer for more information with respect to each
of these development stage companies.  From March 11, 1988 through the present 
time, Mr. Miller has served as president, treasurer and sole director of The 
Phoenix Companies , Inc., which is based in Denver, Colorado and 
incorporated under the laws of the State of Delaware.  The Phoenix 
Companies, Inc. was formed to "spin-off" publicly held subsidiaries as 
acquisition candidates of private companies and business opportunities.  
The Phoenix Companies, Inc. completed a public offering of its securities 
in June 1990.  The Company currently has no business operations.  Since 
February 1989, Mr. Miller has served as chief executive officer, secretary, 
and a director of DataMerge, Inc., a Delaware-chartered company which has 
developed and is currently marketing a financing sources database software 
product.  From June 1985 until October 26, 1990, Mr. Miller served as a 
director of Power Capital, Inc. ("Power Capital"), a "blind pool" 
company which completed a public offering of its securities on November 9, 1989.
In October 1990, Power Capital acquired 1st National Film Corp., a 
California corporation engaged in the business of acquiring and then 
distributing completed feature films for family viewing, and changed its name 
to 1st National Film Corp.  Effective as of the acquisition, Mr. Miller 
resigned as a director, and as secretary and treasurer, having held the 
latter two positions since October 1, 1990.  Mr. Miller also served from 
April 1987 to May 1990 as a director of Boston Technology, Inc. (formerly 
Fi-Tek Corp.), a Delaware corporation, based in Cambridge, Massachusetts, 
which is involved in the design, manufacture and marketing of voice 
processing systems.  See biography of Mr. Kramer for more information on the 
history of Fi-Tek Corp.  From 1978 to July 31, 1991, Mr. Miller was a partner 
in the Denver, Colorado law firm of Pred and Miller.  Pred and Miller acted as 
counsel to the Company in connection with its offering of securities, but 
that firm dissolved as of July 31, 1991 when Mr. Miller decided to 
withdraw from the practice of law.  From 1968 to 1978, Mr. Miller was 
engaged in the private practice of law in Denver, Colorado, as an 
associate and a partner in two different law firms.  Since 1975, Mr. 
Miller has specialized his practice in the areas of securities, corporate 
and real estate law, and more recently until he withdrew from practice, 
limited his practice to corporate and securities laws, and mergers and 
acquisitions.  Pred and Miller acted as general corporate and securities 
counsel for a number of small public companies, and acted as securities 
counsel for numerous "blind pool" companies, both during their formation 
and initial public offering, and in the negotiations and acquisition of 
business opportunities.

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

                                       8
<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION

             (a) Cash Compensation

     Since inception, no executive officer of the Company has received 
cash compensation other than reimbursement of expenses incurred on behalf 
of the Company, except that (i) Mr. Kramer, the Company's President, 
received $3,000 of salary during the 1993 fiscal year and (ii) a law firm 
of which Mr. Miller, the Company's Secretary and Treasurer, was a partner 
until the firm dissolved in July 1991, has received a total of $9,900 for 
legal services performed since inception.  See "Item 12.  Certain 
Relationships and Related Transactions."

             (b) Compensation Pursuant to Plans

                            None.

             (c) Other Compensation

                            None.

             (d) Compensation of Directors

                            None.

             (e) Termination of Employment and Change of Control 
                 Arrangements

                            None.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
             MANAGEMENT

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

     As of August 31, 1998, the persons listed in the table set forth 
below were known by the Company to own or control beneficially more than 
five percent of its outstanding common stock, par value $.00001 per 
share, its only class of outstanding securities.

Name and Address of     Number of Shares     Percentage
 Beneficial Owner      Owner Beneficially     of Class
-------------------   --------------------  ------------
*Frank L. Kramer             6,150,000             21%
3127 Ramshorn Drive
Castle Rock, CO  80104

*Ronald J. Miller            6,500,000(1)          22%
300 High Street
Denver, CO  80218

Maurice LaFlamme             4,250,000             15%
49 Bay View Drive North
Jamestown, RI  02835

*All directors and          12,650,000             43%
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.

                                       9
<PAGE>

             (c) Changes in Control

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


ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since inception, the Company has sold to its officers, directors and 
others in a private placement a total of 21,000,000 shares of Common 
Stock for a total of $18,000 or an average of $.0009 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 has paid Pred and Miller, of which Ronald J. Miller, the 
Company's Secretary, Treasurer and a director, was a partner until the 
firm dissolved in July 1991, a total of $9,454 in fees for legal work 
performed in connection with the Company's public offering.  The Company 
has paid to Frank L. Kramer a total salary of $3,000 for services 
rendered in his capacity as President of the Company.

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

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

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

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

                                      10
<PAGE>

                                     PART IV


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

             (a) Financial Statements and Schedules

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

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

             (b) Reports on Form 8-K

                            None.

             (c) Exhibits

     The following Exhibits are filed with this report:

Name of Exhibit

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

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

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

                                      11
<PAGE>

                                   SIGNATURES


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

Date:  October 13, 1998                        FI-TEK VII, INC.



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





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


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

  /s/ Frank L. Kramer
  -------------------
      Frank L. Kramer      President, Director, and
                           Principal Executive Officer    October 13, 1998


  /s/ Ronald J. Miller
  --------------------
      Ronald J. Miller     Treasurer, Secretary, 
                           Director and Principal
                           Financial Officer              October 13, 1998



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

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

                                      12
<PAGE>


                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



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


We have audited the accompanying balance sheet of Fi-Tek VII, Inc. (a 
development stage company) as of June 30, 1998, and the related 
statements of loss and accumulated deficit, stockholders' equity, and 
cash flows for the two years then ended, and for the period from 
inception (July 12, 1990) to June 30, 1998.  These financial statements 
are the responsibility of the Company's management.  Our responsibility 
is to express an opinion on these financial statements based on our 
audits.

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

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Fi-Tek VII, 
Inc. as of June 30, 1998, and the results of its operations and its cash 
flows for each of the two years then ended, and for the period 
from inception (July 12, 1990) to June 30, 1998 in conformity with 
generally accepted accounting principles.



Denver, Colorado
September 22, 1998

                                           COMISKEY & COMPANY
                                           PROFESSIONAL CORPORATION


                                     F-2
<PAGE>

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                 June 30, 1998


     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $    14,543
                                                      ----------
   Total current assets                                   14,543
                                                      ----------
  TOTAL ASSETS                                       $    14,543
                                                      ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $       548
   Accounts payable - related party                          172
                                                      ----------
  Total current liabilities                                  720

STOCKHOLDERS' EQUITY
   Preferred stock, $0.00001 par value;
     20,000,000 shares authorized;
     no shares issued and outstanding                          -
   Common stock, $0.00001 par value;
     500,000,000 shares authorized;
     29,017,500 shares issued and
     outstanding at June 30, 1998.                           290
   Additional paid-in capital                             38,087
   Deficit accumulated during the 
     development stage                                   (24,554)
                                                       ----------
      Total stockholders' equity                          13,823
                                                       ----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $      14,543
                                                       ==========
    
                The accompanying notes are an integral part
                        of the financial statements
                                     F-2

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



                                Period 
                                July 12, 1990
                                (Inception)        For the year
                                to June 30,        ended June 30,
                                1998                  1998       1997
                                -------------      ---------- ----------
REVENUES
   Investment income           $    12,712        $     305  $     449
                                ----------         --------   --------
EXPENSES
   Legal and accounting             23,985            2,986      2,868
   Office expense                    4,592              554        445
   Transfer agent                    3,027              638        574
   Taxes and licenses                2,162                -        183
   Officer compensation              3,000                -          -
   Amortization                        500                -          -
                                ----------         --------   --------
     Total expenses                 37,266            4,178      4,070
                                ----------         --------   --------
NET LOSS                           (24,554)          (3,873)    (3,621)

Accumulated deficit

  Balance, beginning of period           -          (20,681)   (17,060)
                                ----------         --------   --------
  Balance, end of period       $   (24,554)       $ (24,554) $ (20,681)
                                ==========         ========   ========
NET LOSS PER SHARE             $      (NIL)       $    (NIL) $    (NIL)
                                ==========         ========   ========
WEIGHTED AVERAGE NUMBER OF 
   SHARES OUTSTANDING           26,714,954       29,017,500  29,017,500
                                ==========       ==========  ==========


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

<PAGE>


                                Fi-Tek VII, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the period from inception (July 12, 1990) to June 30, 1998

<TABLE>
<S>                    <C>          <C>         <C>         <C>            <C>
                                                            Deficit     
                          Common stock                      accumulated    Total
                       ------------------       Additional  during the     stock-
                       Number of                paid-in     developments   holders
                       shares        Amount     capital     stage          equity
                       ----------   --------   -----------  ------------  ---------
    
Common stock issued
 for cash, July and
 August, 1990 at 
 between $0.0003 and
 $0.003 per share      21,000,000   $    210   $    17,790  $          -  $  18,000

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

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

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

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

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

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

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

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

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

Net loss for the year
 Ended June 30, 1997            -          -             -        (3,621)    (3,621) 
                       ----------    -------    ----------   -----------   --------
Balance,
 June 30, 1997         29,017,500        290        38,087       (20,681)    17,696

Net loss for the year
 Ended June 30, 1998            -          -             -        (3,873)    (3,873) 
                       ----------    -------    ----------   -----------   --------
Balance,
 June 30, 1998         29,017,500    $   290    $   38,087   $   (24,554)  $ 13,823
                       ==========    =======    ==========   ===========   ========
</TABLE>
                The accompanying notes are an integral part
                        of the financial statements
                                     F-4

<PAGE>

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


                                Period 
                                July 12, 1990
                                (Inception)        For the year
                                to June 30,        ended June 30,
                                1998                  1998       1997
                                -------------      ---------- ----------
CASH FLOWS FROM 
 OPERATING ACTIVITIES
   Net loss                    $   (24,554)       $  (3,873) $  (3,621)
   Adjustments to reconcile
     net loss to net cash used
     in operating activities:
        Amortization                   500                -          -
        Increase in accounts
         Receivable                      -              250       (250)
        Increase in
         accounts payable              548              498          -
        Increase (decrease) in
         accounts payable - 
         related party                 172              (82)      (103)
                                ----------         --------   --------
      Net cash used by
           operating activities    (23,334)          (3,207)    (3,974)

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

CASH FLOWS FROM 
  FINANCING ACTIVITIES
   Issuance of common stock        178,390                -          -
   Deferred offering costs paid    (46,335)               -          -
   Statutory escrow contribution   (93,678)               -          -
   Loans from shareholders           4,000                -          -
   Repayment of loans from
     shareholders                   (4,000)               -          -
                                ----------         --------   --------
      Net cash provided by 
        financing activities        38,377                -          -
                                ----------         --------   --------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              14,543           (3,207)    (3,974)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                    -           17,750     21,724
                                ----------         --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                $    14,543        $  14,543  $  17,750
                                ==========         ========   ========

                The accompanying notes are an integral part
                        of the financial statements
                                     F-5
<PAGE>

                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998



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

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

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

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

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

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

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

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

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

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

                                     F-6
<PAGE>
                                Fi-Tek VII, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

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

2. Public Offering
   ---------------
On October 29, 1992, the Company completed its initial public offering 
after selling 8,017,500 units.  Each unit consists of one share of common 
stock, one Class A warrant, and one Class B warrant.  Each Class A 
warrant and each Class B warrant will be exercisable for one share of 
common stock at a price of $0.12 per share and $0.20 per share, 
respectively, any time through April 14, 2000 and may be transferred 
separately from the common stock.  The Company may redeem the warrants at 
a price of $0.0001 per warrant upon 30 days' written notice, reduce the 
exercise price, or indefinitely extend the exercise period of the 
warrants.  At June 30, 1998, no warrants have been exercised.

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

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

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

5. Income Taxes
   ------------
The Company has Federal net operating loss carryforwards of approximately 
$24,900 expiring between 2008 and 2013.  The tax benefit of these net 
operating losses, which totals approximately $4,800, has been offset by a 
full allowance for realization.  This carryforward may be limited upon 
the consummation of a business combination under IRC Section 381.  For 
the years ended June 30, 1998 and 1997, the valuation allowance increased 
by $1,100 and $349, respectively.

                                     F-7
<PAGE>