**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-51985*







**Samdrew
      VII, Inc.**





(Exact
      name of registrant as specified in its charter)









Delaware
            11-3766308(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)970
                Browers Point BranchHewlett
                Neck, NY
            11598(Address
                of principal executive offices)
            (zip
                code)




Registrant’s
        telephone number, including area code:
 (212)
        869-7000





Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.0001 par value per share


(Title
      of
      Class)










Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days.
      Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. x





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No o





The
      Company’s revenues for fiscal year ended December 31, 2006 were $0.





As
      of
      March 16, 2007, there were 300,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Samdrew VII,
      Inc.
      (the “Company”) to be materially different from any future results, performance
      or achievements expressed or implied by such forward-looking statements. The
      forward-looking statements included herein are based on current expectations
      that involve numerous risks and uncertainties. The Company's plans and
      objectives are based, in part, on assumptions involving the continued expansion
      of business. Assumptions relating to the foregoing involve judgments with
      respect to, among other things, future economic, competitive and market
      conditions and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.





Transitional
      Small Business Disclosure Format (check one): Yes o No x










**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Samdrew
      VII, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
      incorporated in the State of Delaware on December 12, 2005 and maintains its
      principal executive offices at 970 Browers Point Branch, Hewlett Neck, NY 11598.
      Since inception, the Company has been engaged in organizational efforts and
      obtaining initial financing. The Company was formed as a vehicle to pursue
      a
      business combination. The Company filed a registration statement on Form 10-SB
      with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2006, and
      since its effectiveness, the Company has begun efforts to identify a possible
      business combination. However, the Company has not entered into a letter of
      intent or any definitive agreement concerning any target business. The business
      purpose of the Company is to seek the acquisition of, or merger with, an
      existing company.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended, (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined as a company with no or nominal
      assets (other than cash) and no or nominal operations. Management does not
      intend to undertake any efforts to cause a market to develop in our securities,
      either debt or equity, until we have successfully concluded a business
      combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, the Company
      faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





1





**Employees**





The
      Company currently has no employees.





**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**There
      may be conflicts of interest between our management and our non-management
      stockholders.**





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to consummate a business combination. The Company
      has had no recent operating history nor any revenues or earnings from operations
      since inception. We have no significant assets or financial resources. We will,
      in all likelihood, sustain operating expenses without corresponding revenues,
      at
      least until the consummation of a business combination. This may result in
      our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination with a profitable business opportunity. We
      cannot assure you that we can identify a suitable business opportunity and
      consummate a business combination.





**There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.**





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.




2


**Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.**





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





**Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.**




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our officers have not entered into written
      employment agreements with us and are not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.**





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





**The
      Company may be subject to further government regulation which would adversely
      affect our operations.**





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





3


**Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.**





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





**There
      is currently no trading market for our common stock, and liquidity of shares
      of
      our common stock is limited.**





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      common stock. Further, no public trading market is expected to develop in the
      foreseeable future unless and until the Company completes a business combination
      with an operating business and the Company thereafter files a registration
      statement under the Securities Act. Therefore, outstanding shares of our common
      stock cannot be offered, sold, pledged or otherwise transferred unless
      subsequently registered pursuant to, or exempt from registration under, the
      Securities Act and any other applicable federal or state securities laws or
      regulations. S hares
      of
      our common stock cannot be sold under the exemptions from registration provided
      by Rule 144 under or Section 4(1) of the Securities Act, in accordance with
      the
      letter from Richard K. Wulff, Chief of the Office of Small Business Policy
      of
      the Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. Compliance with the criteria
      for securing exemptions under federal securities laws and the securities laws
      of
      the various states is extremely complex, especially in respect of those
      exemptions affording flexibility and the elimination of trading restrictions
      in
      respect of securities received in exempt transactions and subsequently disposed
      of without registration under the Securities Act or state securities laws.





**There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.**





Since
      our
      shares of common stock issued prior to a business combination or reverse merger
      cannot currently, nor will they for a considerable period of time after we
      complete a business combination, be available to be offered, sold, pledged
      or
      otherwise transferred without being registered pursuant to the Securities Act,
      we will likely file a resale registration statement on Form SB-2 or Form S-1,
      or
      some other available form, to register for resale such shares of common
      stock.  We cannot control this future registration process in all respects
      as some matters are outside our control.  Even if we are successful in
      causing the effectiveness of the resale registration statement, there can be
      no
      assurances that the occurrence of subsequent events may not preclude our ability
      to maintain the effectiveness of the registration statement. Any of the
      foregoing items could have adverse effects on the liquidity of our shares of
      common stock.





4


In
      addition, the SEC has recently disclosed that it has developed internal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public
      equity (PIPE) transactions, where the issuer has a market capitalization of
      less
      than $75 million and, in general, does not qualify to file a Registration
      Statement on Form S-3 to register its securities.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in
      a  direct or "primary" public offering, at a fixed price, if the facts
      and circumstances are such that the SEC believes the investors seeking to
      have their shares registered are underwriters and/or affiliates of the
      issuer.  It appears that the SEC in most cases will permit a
      registration for resale of up to one third of the total number of shares of
      common stock then currently owned by persons who are not affiliates of such
      issuer and, in some cases, a larger percentage depending on the facts and
      circumstances.  Staff members also have indicated that an issuer in most
      cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors.  Since, following a reverse
      merger or business combination, we may have little or no tradable shares of
      common stock, it is unclear as to how many, if any, shares of common stock
      the
      SEC will permit us to register for resale, but SEC staff members have
      indicated a willingness to consider a higher percentage in connection with
      registrations following reverse mergers with shell companies such as the
      Company.  The SEC may require as a condition to the declaration of
      effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of common stock to be registered in such registration
      statement.   The result of the foregoing is that a stockholder’s
      liquidity in our common stock may be adversely affected in the event the SEC
      requires a cut back of the securities as a condition to allow the Company to
      rely on Rule 415 with respect to a resale registration statement, or, if the
      SEC
      requires us to file a primary registration statement.




**We
      have never paid dividends on our common stock.**





We
      have
      never paid dividends on our common stock and do not presently intend to pay
      any
      dividends in the foreseeable future. We anticipate that any funds available
      for
      payment of dividends will be re-invested into the Company to further its
      business strategy.





**The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.**





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





**Our
      business will have no revenue unless and until we merge with or acquire an
      operating business.**





We
      are a
      development stage company and have had no revenue from operations. We may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.




5


**The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.**





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      40,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock issued in any such merger
      or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board of Directors
      has
      the power to issue any or all of such authorized but unissued shares without
      stockholder approval. To
      the
      extent that additional shares of common stock or preferred stock are issued
      in
      connection with a business combination or otherwise, dilution to the interests
      of our stockholders will occur and the rights of the holders of common stock
      might be materially adversely affected.





**Our
      principal stockholders may engage in a transaction to cause the Company to
      repurchase their shares of common stock.**





In
      order
      to provide an interest in the Company to a third party, our principal
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale being utilized by the Company to
      repurchase shares of common stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      may
      change.





**The
      Company has conducted limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**





The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





**Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.**




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.




**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**




Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.




6


**Authorization
      of preferred stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate
      activities.





**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against it.





7


**Item
      4. Submission of Matters to a Vote of Security Holders.**





None.





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 40,000,000 shares
      of common stock, par value $.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of March 16, 2007, there
      were three **** holders
      of record of the Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its Common Stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Recent
      Sales of Unregistered Securities**





On
      January 5, 2006, the Registrant sold an aggregate of 300,000 shares of Common
      Stock to Barbra Barth Feldman, Kenneth Rind and Melvin F. Lazar, an officer
      of
      the Registrant, for an aggregate purchase price of $400.00. The Registrant
      sold
      these shares of Common Stock under the exemption from registration provided
      by
      Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





8




**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from stockholders or loans from other parties to pay
      for operating expenses until the Company consummates the merger with a
      privately-held company. Although it is currently anticipated that the Company
      can satisfy its cash requirements with additional cash advances or loans from
      other parties, if needed, for at least the next twelve months, the Company
      can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.





9




**Item
      7. Financial Statements.**





**SAMDREW
      VII, INC.**


**A
      DEVELOPMENT STAGE COMPANY**


**DECEMBER
      31, 2006**





**-
      TABLE OF CONTENTS -**


**Page(s)**Financial
                  Statements:Report
                  of Independent Registered Public Accounting Firm
              F
                  -
                  1Balance
                  Sheets as of December 31, 2006 and December 31, 2005
              F
                  -
                  2Statements
                  of Operations for the Year Ended December 31, 2006, the Period
                  from
                  Inception (December 12, 2005) through December 31, 2005 and for
                  the
                  Cumulative Period from Inception (December 12, 2005) through December
                  31,
                  2006
              F
                  -
                  3Statement
                  of Stockholders’ Deficiency for the Period from Inception (December 12,
                  2005) through December 31, 2006.
              F
                  -
                  4Statements
                  of Cash Flows for the Year Ended December 31, 2006, the Period
                  from
                  Inception (December 12, 2005) through December 31, 2005 and for
                  the
                  Cumulative Period from Inception (December 12, 2005) through December
                  31,
                  2006
              F
                  -
                  5Notes
                  to Financial Statements
              F
                  -
                  6 - F - 12










**Report
      of Independent Registered Public Accounting Firm**




Board
      of
      Directors and Stockholders


Samdrew
      VII, Inc.




We
      have
      audited the accompanying balance sheets of Samdrew
      VII, Inc. ('the
      Company') as of December
      31, 2006 and December
      31, 2005 ,
      the
      related statements of operations, statement of stockholders' deficiency and
      cash
      flows for the year ended December 31, 2006, the period from inception (December
      12, 2005) through December 31, 2005 and the cumulative period from inception
      (December 12, 2005) through December
      31, 2006 .
      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 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 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 Samdrew
      VII, Inc. as of December
      31, 2006 and December
      31, 2005 ,
      the
      results of its operations and its cash flows for the year ended December 31,
      2006, the period from inception (December 12, 2005) through December 31, 2005
      and the cumulative period from inception (December 12, 2005) through December
      31, 2006 ,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements referred to above have been prepared assuming
      that the Company will continue as a going concern. As discussed in Note 1 to
      the
      financial statements, the Company is in the development stage, has no
      established source of revenue and is dependent on its ability to raise capital
      from stockholders or other sources to sustain operations. These factors, along
      with other matters as set forth in Note 1, raise substantial doubt that the
      Company will be able to continue as a going concern. The financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.





/s/
      Holtz
      Rubenstein Reminick LLP





New
      York,
      New York


March
      12,
      2007, except for Note 7, the date of which is March 16, 2007





F-1




**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEETS**





**December
                31,**
            
            December
                31,**2006**
            
            2005**ASSETS****CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            **$**
            **2,690**
            
            $
            -**TOTAL
                ASSETS**
            
            **$**
            **2,690**
            
            $
            -**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accrued
                expenses
            
            **$**
            **8,796**
            
            $
            -**LONG
                TERM LIABILITIES:**Loan
                from stockholder
            
            
            **19,900**
            
            
            -**TOTAL
                LIABILITIES**
            
            
            **28,696**
            
            
            -**STOCKHOLDERS’
                DEFICIENCY:**Preferred
                stock, $.0001 par value; 10,000,000 shares authorized; none issued
                and
                outstanding
            
            
            **-**
            
            
            -Common
                stock, $.0001 par value; 40,000,000 shares authorized; 300,000 shares
                issued and outstanding as of December 31, 2006
            
            
            **30**
            
            
            -Additional
                paid-in capital
            
            
            **20,495**
            
            
            1,500Deficit
                accumulated during the development stage
            
            
            **(46,231**
            **)**
            
            (1,500
            )Stock
                subscription receivable
            
            
            **(300**
            **)**
            
            -**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            **(26,006**
            **)**
            
            -**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **2,690**
            
            $
            -




**See
      notes to financial statements.**





F-2





**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF OPERATIONS**





**For
                the Year Ended**
            
            For
                the Period from Inception (December 12, 2005) to
            
            For
                the Cumulative Period from Inception (December 12, 2005)
                to**December
                31,**
            
            December
                31,
            
            December
                31,**2006**
            
            2005
            
            2006**REVENUE**
            
            **$**
            **-**
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            **43,935**
            
            
            1,500
            
            
            45,435**LOSS
                BEFORE OTHER EXPENSES**
            
            
            **(43,935**
            **)**
            
            (1,500
            )
            
            (45,435
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            **796**
            
            
            -
            
            
            796**NET
                (LOSS)**
            
            **$**
            **(44,731**
            **)**
            $
            (1,500
            )
            $
            (46,231
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            **$**
            **(.15**
            **)**
            $
            -**NUMBER
                OF SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER
                SHARE**
            
            
            **296,712**
            
            
            -




**See
      notes to financial statements.**




F-3





**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**


Additional
                  Paid-in Capital
              
              Stock
                  Subscription Receivable
              
              (Deficit)
                  Accumulated During the Development Stage
              
              Stockholders’
                  DeficiencyPreferred
                  Stock
              
              Common
                  StockShares
              
              Amount
              
              Shares
              
              Amount**BALANCE
                  AT DECEMBER 12, 2005, INCEPTION**
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Fair
                  market value of services provided
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,500
              
              
              -
              
              
              -
              
              
              1,500Net
                  income (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,500
              )
              
              (1,500
              )**BALANCE
                  AT DECEMBER 31, 2005**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,500
              
              
              -
              
              
              (1,500
              )
              
              -Issuance
                  of common stock at $.0001
              
              
              -
              
              
              -
              
              
              300,000
              
              
              30
              
              
              370
              
              
              (300
              )
              
              -
              
              
              100Fair
                  market value of services provided
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              18,625
              
              
              -
              
              
              -
              
              
              18,625Net
                  income (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (44,731
              )
              
              (44,731
              )**BALANCE
                  AT DECEMBER 31, 2006**
              
              
              -
              
              $
              -
              
              
              300,000
              
              $
              30
              
              $
              20,495
              
              $
              (300
              )
              $
              (46,231
              )
              $
              (26,006
              )





**See
      notes to financial statements.**




F-4





**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**STATEMENTS
      OF CASH FLOWS**





**For
                the Year Ended**
            
            For
                the Period from Inception (December 12, 2005) to
            
            For
                the Cumulative Period from Inception (December 12, 2005)
                to**December
                31,**
            
            December
                31,
            
            December
                31,**2006**
            
            2005
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(44,731**
            **)**
            $
            (1,500
            )
            $
            (46,231
            )Adjustments
                to reconcile net (loss) to net cash used inoperating
                activities:Fair
                market value of services provided
            
            
            **18,625**
            
            
            1,500
            
            
            20,125Changes
                in operating assets and liabilities:Increase
                in accrued expenses
            
            
            **8,796**
            
            
            -
            
            
            8,796**Net
                cash used in operating activities**
            
            
            **(17,310**
            **)**
            
            -
            
            
            (17,310
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            **100**
            
            
            -
            
            
            100Proceeds
                from stockholder loan
            
            
            **19,900**
            
            
            -
            
            
            19,900**Net
                cash provided by financing activities**
            
            
            **20,000**
            
            
            -
            
            
            20,000**NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            **2,690**
            
            
            -
            
            
            2,690Cash
                and cash equivalents at beginning of period
            
            
            **-**
            
            
            -
            
            
            -**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            **$**
            **2,690**
            
            $
            -
            
            $
            2,690**Supplemental
                Disclosures of Cash Flow Information**Noncash
                Financing Activities:Stock
                subscription receivable
            
            **$**
            **300**
            
            $
            -
            
            $
            300****Fair
                market value of services provided in exchange foradditional
                paid in capital
            
            **$**
            **18,625**
            
            $
            1,500
            
            $
            20,125




**See
      notes to financial statements.**




F-5


**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**





***(a)***
            ***Organization
                and Business:***





Samdrew
      VII, Inc. (“the Company”) was incorporated in the state of Delaware on
      December 12, 2005 for the purpose of raising capital that is intended to be
      used in connection with its business plans which may include a possible merger,
      acquisition or other business combination with an operating business.





The
      Company is currently in the development stage. All
      activities of the Company to date relate to its organization, initial funding
      and share issuances.





***(b)***
            ***Basis
                of Presentation/Going
                Concern:***





The
      accompanying financial statements have been prepared on a going concern basis,
      which assumes the Company will realize its assets and discharge its liabilities
      in the normal course of business. As reflected in the accompanying financial
      statements, the Company has an accumulated deficit of $46,231, used cash from
      operations of $17,310 since its inception, and has a working capital deficit
      of
      $6,106 at December 31, 2006. The Company’s ability to continue as a going
      concern is dependent upon its ability to generate future profitable operations
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come due. The
      Company's ability to continue as a going concern is also dependent on its
      ability to find a suitable target Company and enter into a possible reverse
      merger with such Company. Management’s plan includes obtaining additional funds
      by equity financing through a reverse merger transaction and/or related party
      advances, however there is no assurance of additional funding being available.





***(c)***
            ***Use
                of Estimates:***





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the amounts of assets and liabilities and disclosure
      of contingent assets and liabilities at the date of the balance sheet and
      reported amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





***(d)***
            ***Cash
                and Cash Equivalents:***





For
      purposes of the statement of cash flows, the Company considers highly liquid
      financial instruments purchased with a maturity of three months or less to
      be
      cash equivalents.





***(e)***
            ***Income
                Taxes:***





The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method deferred tax assets and liabilities are determined based on
      the
      differences between financial reporting basis and the tax basis of the assets
      and liabilities and are measured using enacted tax rates and laws that will
      be
      in effect, when the differences are expected to reverse. An allowance against
      deferred tax assets is recognized, when it is more likely than not, that such
      tax benefits will not be realized.




F-6


**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **(Continued):**





***(e)***
            ***Income
                Taxes (Continued):***





The
      Company has approximately $3,900 in gross deferred tax assets at December 31,
      2006 resulting from deferred start-up costs. A valuation allowance has been
      recorded to fully offset these deferred tax assets as the future realization
      of
      the related income tax benefit is uncertain.





***(f)***
            ***Loss
                per Common Share:***





Basic
      loss per share is calculated using the weighted-average number of common shares
      outstanding during each reporting period. Diluted loss per share includes
      potentially dilutive securities such as outstanding options and warrants, using
      various methods such as the treasury stock or modified treasury stock method
      in
      the determination of dilutive shares outstanding during each reporting period.
      The Company does not have any potentially dilutive instruments.





***(g)***
            ***Fair
                Value of Financial
                Instruments:***





The
      carrying value of cash equivalents and accrued expenses approximates fair value
      due to the short period of time to maturity. The stockholder loan approximates
      fair value based on market rates available to the Company for financing with
      similar terms.





**NOTE
      2 -**  **LOAN
      FROM STOCKHOLDER:**





On
      January 5, 2006, the Company entered into a loan agreement with one of its
      controlling stockholders in the amount of $19,900. This loan accrues interest
      at
      a rate of 4.00% until a merger is completed. The loan shall be repaid in full
      upon the completion of the merger, and if not, the loan will mature on December
      31, 2010.





**NOTE
      3 -**  **CAPITAL
      STOCK:**





The
      total
      number of shares of capital stock which the Company shall have authority to
      issue is fifty million (50,000,000). These shares shall be divided into two
      classes with 40,000,000 shares designated as common stock at $.0001 par value
      (the “Common Stock”) and 10,000,000 shares designated as preferred stock at
      $.0001 par value (the “Preferred Stock”). The Preferred stock of the Company
      shall be issued by the Board of Directors of the Company in one or more classes
      or one or more series within any class and such classes or series shall have
      such voting powers, full or limited, or no voting powers, and such designations,
      preferences, limitations or restrictions as the Board of Directors of the
      Company may determine, from time to time.





Holders
      of shares of Common stock shall be entitled to cast one vote for each share
      held
      at all stockholders' meetings for all purposes, including the election of
      directors. The Common Stock does not have cumulative voting
      rights.





F-7




**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      3 -**  **CAPITAL
      STOCK (Continued):**





No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.





On
      January 5, 2006, the Company issued 75,000 shares of Common stock at a purchase
      price of $.0001 per share, for an aggregate purchase price of $100.





On
      January 5, 2006, the Company entered into a stock purchase agreement with one
      of
      its controlling stockholders to sell an aggregate of 150,000 shares of the
      Company’s common stock, par value $.0001 per share for a purchase price of
      $.0013 per share for an aggregate of $200.





On
      January 5, 2006, the Company also entered into a separate stock purchase
      agreement with one of its controlling stockholders to sell 75,000 shares of
      the
      Company’s common stock, par value $.0001 per share for a purchase price of
      $.0013 per share for an aggregate of $100.





**NOTE
      4 -**  **RELATED
      PARTIES:**





A
      stockholder of the Company is affiliated with Lazar Levine & Felix LLP, an
      entity providing bookkeeping services to the Company. Their fee for services
      amounted to $4,000, $0 and $4,000 for the year ended December 31, 2006, for
      the
      period from inception through December 31, 2005, and for the cumulative period
      from inception through December 31, 2006, respectively.





An
      officer and director of the Company is affiliated with Feldman Weinstein &
Smith LLP, an entity providing legal services to the Company at no cost. The
      Company recorded the fair value of such legal services to reflect all the costs
      of doing business in the Company’s financial statements.





**NOTE
      5 -**  **INCOME
      TAXES:**





The
      provision for (benefit from) income taxes consists of the following for the
      Period December 12,
      2005
      (inception) to December 31, 2006.





Period
                EndedDecember
                31, 2006
            
            December
                31, 2005Current:Federal
            
            $
            -
            
            $
            -Deferred
                tax asset:Federal
            
            
            3,900
            
            
            -Valuation
                allowance
            
            
            (3,900
            )
            
            -$
            -
            
            $
            -





F-8




**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      5 -**  **INCOME
      TAXES (Continued):**





The
      Company has approximately $3,900 in gross deferred tax assets at December 31,
      2006, resulting
      from net operating loss carryforwards. A valuation allowance has been recorded
      to fully offset
      these deferred tax assets because the future realization of the related income
      tax benefits is uncertain.
      At December 31, 2006, the Company has federal net operating loss carryforwards
      of approximately
      $26,100 available to offset future taxable income through 2026. These losses
      are lower
      than the accumulated losses since inception of $46,200 on account of
      non-deductible legal expenses
      totaling $20,100.





The
      difference between the tax provision at the statutory federal income tax rate
      and the tax provision
      attributable to loss before income taxes is as follows:





Period
                EndedDecember
                31, 2006
            
            December
                31, 2005Statutory
                federal income tax rate
            
            
            15
            %
            
            0
            %Increase
                (decrease) resulting from:— Non-deductible
                legal fees
            
            
            (7
            )%
            
            0
            %—
                Valuation allowance
            
            
            (8
            )%
            
            0
            %Effective
                tax rate
            
            
            0
            %
            
            0
            %





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS:**





In
      May
      2005, Financial Accounting Standard Board ('FASB') issued SFAS No. 154,
      Accounting Changes and Error Corrections - a replacement of APB Opinion No.
      20
      (Accounting Changes) and FASB No. 3 (Reporting Accounting Changes in Interim
      Financial Statements), that changes requirements for the accounting for and
      reporting of a change in accounting principle. This Statement requires
      retrospective application to prior periods’ financial statements of changes in
      accounting principle unless it is impracticable to determine either the
      period-specific effects or the cumulative effect of the change. When it is
      impracticable to determine the period-specific effects of an accounting change
      on one or more individual prior periods presented, this Statement requires
      that
      the new accounting principle be applied to the balances of assets and
      liabilities as of the beginning of the earliest period for which retrospective
      application is practicable and that a corresponding adjustment be made to the
      opening balance of retained earnings (or other appropriate components of equity
      or net assets in the statement of financial position) for that period rather
      than being reported in an income statement. When it is impracticable to
      determine the cumulative effect of applying a change in accounting principle
      to
      all prior periods, this Statement requires that the new accounting principle
      be
      applied as if it were adopted prospectively from the earliest date practicable.
      SFAS No. 154 is effective for accounting changes and error corrections made
      in
      fiscal years beginning after December 15, 2005 (calendar year 2006). The
      application of this statement is not expected to have an impact on the Company’s
      financial statements.





F-9




**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





In
      February 2006, the FASB amended SFAS No. 133, “Accounting for Derivative
      Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities”, with the
      issuance of SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”.
      SFAS No. 155 resolves issues addressed in the earlier standards and is effective
      for all financial instruments acquired or issued after the beginning of an
      entity’s first fiscal year that begins after September 15, 2006. The application
      of this statement is not expected to have an impact on the Company’s financial
      statement.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities”, with respect to the
      accounting for separately recognized servicing assets and servicing liabilities.
      SFAS 156 permits an entity to choose either the amortization method or the
      fair
      value measurement method for each class of separately recognized servicing
      assets or servicing liabilities. The application of this statement is not
      expected to have an impact on the Company’s financial statement.





In
      September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”,
      that provides enhanced guidance for using fair value to measure assets and
      liabilities. The standard applies whenever other standards require (or permit)
      assets or liabilities to be measured at fair value. The standard does not expand
      the use of fair value in any new circumstances.





This
      Statement is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. The application of this statement is not expected to have an impact
      on
      the Company’s financial statement.





In
      September 2006, FASB issued SFAS No. 158, “Employer's Accounting for
      Defined Benefit Pension and Other Postretirement Plans”, that provides improved
      financial reporting by requiring an employer to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This Statement also
      improves financial reporting by requiring an employer to measure the funded
      status of a plan as of the date of its year-end statement of financial position,
      with limited exceptions. This Statement amends Statement 87, FASB Statement
      No.
      88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit
      Pension Plans and for Termination Benefits, Statement 106, and FASB Statement
      No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other
      Postretirement Benefits, and other related accounting literature. The required
      date of adoption of the recognition and disclosure provisions of this Statement
      differs for an employer that is an issuer of publicly traded equity securities
      (as defined) and an employer that is not. An employer with publicly traded
      equity securities is required to initially recognize the funded status of a
      defined benefit postretirement plan and to provide the required disclosures
      as
      of the end of the fiscal year ending after December 15, 2006. The application
      of
      this statement is not expected to have an impact on the Company’s financial
      statement.





F-10




**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      6 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





In
      September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
      "Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements." SAB 108 was issued in
      order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.





Traditionally,
      there have been two widely-recognized methods for quantifying the effects of
      financial statement misstatements: the “roll-over” method and the “iron curtain”
method. The roll-over method focuses primarily on the impact of a misstatement
      on the income statement—including the reversing effect of prior year
      misstatements—but its use can lead to the accumulation of misstatements in the
      balance sheet. The iron-curtain method, on the other hand, focuses primarily
      on
      the effect of correcting the period-end balance sheet with less emphasis on
      the
      reversing effects of prior year errors on the income statement.





In
      SAB
      108, the SEC staff established an approach that requires quantification of
      financial statement misstatements based on the effects of the misstatements
      under each method of the company's financial statements and the related
      financial statement disclosures. This model is commonly referred to as a "dual
      approach" because it requires quantification of errors under both the iron
      curtain and the roll-over methods. SAB 108 permits existing public companies
      to
      initially apply its provisions either by (i) restating prior financial
      statements as if the "dual approach" had always been used or (ii) recording
      the
      cumulative effect of initially applying the "dual approach" as adjustments
      to
      the carrying values of assets and liabilities as of January 1, 2006 with an
      offsetting adjustment recorded to the opening balance of retained earnings.
      The
      application of this statement is not expected to have an impact on the Company’s
      financial statement.





In
      July 2006, the Financial Accounting Standards Board (FASB) issued FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
      interpretation of FASB Statement No. 109 (FIN 48), which provides
      clarification related to the process associated with accounting for uncertain
      tax positions recognized in consolidated financial statements. FIN 48
      prescribes a more-likely-than-not threshold for financial statement recognition
      and measurement of a tax position taken, or expected to be taken, in a tax
      return. FIN 48 also provides guidance related to, among other things,
      classification, accounting for interest and penalties associated with tax
      positions, and disclosure requirements. We are required to adopt FIN 48 on
      January 1, 2007, although early adoption is permitted. The application of this
      statement is not expected to have an impact on the Company’s financial
      statement.





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the antidilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website.
      Currently, this pronouncement has no effect on our financial
      statements.




F-11


**SAMDREW
      VII, INC.**


**A
      Development Stage Company**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      7 -**  **SUBSEQUENT
      EVENTS:**





On
      March
      16, 2007, the Company entered into loan payable agreements with two of its
      stockholders in the amount of $7,500 each. These loans accrue interest at a
      rate
      of 4.00% until a merger is completed. These loans shall be repaid in full upon
      the completion of the merger, and if not, these loans will mature on December
      31, 2012.




F-12




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





There
      have been no significant changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2006, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting. This annual
      report does not include a report of management’s assessment regarding internal
      control over financial reporting or an attestation report of the Company’s
      registered public accounting firm due to a transition period established by
      rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





****  None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2006:





Name
            
            Age
            
            Position
            
            TermDavid
                N. Feldman
            
            46
            
            President,
                Secretary, Director
            
            December
                12, 2005 through PresentMelvin
                F. Lazar
            
            66
            
            Chief
                Executive Officer, Chief Financial Officer
            
            January
                5, 2006 through Present





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified  or
      until
      their earlier resignation or removal.





**David
      N. Feldman, President, Secretary and Director.** Mr.
      Feldman has served as President, Secretary and director of the Company since
      its
      inception. He has been the **** Managing
      Partner and co-founder of Feldman Weinstein & Smith LLP, a corporate and
      securities law firm in New York City, and its predecessors since 1996. Mr.
      Feldman has previously been a member of or associated with the law firms of
      Feldman & Ellenoff (which he co-founded); Pryor Cashman Sherman & Flynn;
      Reavis & McGrath (now Fulbright & Jaworski); and Rivkin Radler LLP. Mr.
      Feldman also serves as President, Secretary and Director of Samdrew IV, Inc.,
      Samdrew V, Inc., Samdrew VI, Inc., Samdrew VIII, Inc. and Samdrew IX, Inc.,
      all
      of which are blank check, non-trading, publicly-reporting shell companies.
      Mr.
      Feldman received a Bachelor of Science in economics from the Wharton School
      of
      Business at the University of Pennsylvania in 1982 and a Juris Doctor in 1985
      from the University of Pennsylvania Law School.





10


**Melvin
      F. Lazar, Chief Executive Officer and Chief Financial
      Officer.** Mr.
      Lazar has served as Chief Executive Officer and Chief Financial Officer of
      the
      Company since January 5, 2006. Mr. Lazar, CPA, ABV, is a Certified Public
      Accountant (New York State). He founded Lazar Levine & Felix LLP, an
      accounting firm, where he was the Managing Partner for 33 years. Mr. Lazar
      received a Bachelor of Business Administration degree from The City College
      of
      New York (Baruch) in 1960. He has been licensed in the State of New York as
      a
      Certified Public Accountant since 1964 and received his accreditation in
      Business Valuation from the American Institute of Certified Public Accountants
      in 1998. Mr. Lazar is a board member and Chairman of the Audit Committee of
      Enzo
      Biochem, Inc., a New York Stock Exchange-listed company, Grumb & Ellis
      Realty Advisors, Inc., an American Stock Exchange-listed company, and Arbor
      Realty Trust, Inc, a New York Stock Exchange-listed company. Mr. Lazar also
      serves as Chief Executive Officer and Chief Financial Officer of Samdrew IV,
      Inc., Samdrew V, Inc. and Samdrew VI, Inc., Samdrew VIII, Inc. and Samdrew
      IX,
      Inc., all of which are blank check, non-trading, publicly-reporting shell
      companies.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(c)
      Family Relationships.





Mr.
      Feldman is President, Secretary and sole director of the Company. Mr. Feldman’s
      wife, Barbra Barth Feldman, is a controlling shareholder of the
      Company.




(d)
      Involvement in Certain Legal Proceedings.





There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Registrant during the past five years.





**Compliance
      with Section 16(a) of the Exchange Act**





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2006 and written representations that no
      other reports were required, the Company believes that no person who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Company’s Common Stock failed to comply with all
      Section 16(a) filing requirements during such fiscal years:





11





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers serve
      in these capacities.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal years ended December
      31, 2006 and December 31, 2005.





Name
                and Position
            
            Year
            
            Total
                CompensationDavid
                N. Feldman, President, Secretary
            
            2006
              2005
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay d irectors’
      expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 16, 2007 regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





12




Name
                and Address
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentage
              of
                ClassBarbra
                Barth Feldman
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            150,000
            
            50%David
                N. Feldman (1)
              970
                Browers Point Branch
              Hewlett
                Neck, NY 11598
            
            150,000
                (2)
            
            50%Melvin
                F. Lazar (3)
              350
                Fifth Avenue
              New
                York, NY 10118
            
            75,000
            
            25%Kenneth
                Rind
              80
                Columbus Circle, Apt. 64B
              New
                York, NY 10023
            
            75,000
            
            25%All
                Directors and Officers as a Group
              (2
                individuals)
            
            225,000
            
            75%







(1)
            Mr.
                Feldman is President, Secretary and director of the
                Company.


(2)
            Represents
                shares owned by Mr. Feldman’s wife.


(3)
            Mr.
                Lazar is Chief Executive Officer and Chief Financial Officer of the
                Company.





**Item
      12. Certain Relationships and Related Transactions.**





On
      January 5, 2006 the Company issued a 4% promissory note payable for $19,900,
      to
      Kenneth Rind, a stockholder of the Registrant (the “January 2006 Note”). On
      March 16, 2007, the Company issued a 4% promissory note payable in the amount
      of
      $7,500 to each of Melvin F. Lazar, an officer and principal stockholder of
      the
      Registrant, and Kenneth Rind (the “March 2007 Notes” and, together with the
      January 2006 Note, the “Notes”). The Notes and all accrued interest mature upon
      completion of a merger, and if no merger is consummated, then the January 2006
      Note will mature on December 31, 2010 and the March 2007 Notes will mature
      on
      December 31, 2012. In the event of default under the Notes, Mr. Lazar and Mr.
      Rind may declare the Notes immediately due and payable. Each of Mr. Lazar and
      Mr. Rind, in connection with a merger, may decide to capitalize his loan and
      add
      it to his capital, or he may decide to forgive the loans in their entirety.
      Given the small amount of the loans, we do not expect it to be a concern in
      our
      ability to complete a merger or any other business combination.





David
      Feldman, the President, Secretary and sole director of the Company, is the
      senior managing partner at Feldman Weinstein & Smith LLP, an entity
      providing legal services to the Company at no cost. The Company recorded the
      fair value of such legal services to reflect all the costs of doing business
      in
      the Company’s financial statements.





Melvin
      Lazar, the Chief Executive Officer, Chief Financial Officer and stockholder
      of
      the Company, is affiliated with Lazar Levine & Felix LLP, an entity
      providing bookkeeping services to the Company.





13


**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*3.1
            
            Certificate of
              Incorporation*3.2
            
            By-laws**
                16.1
            
            Letter from Raich Ende Malter
&
              Co. LLP regarding its resignation as the Company’s principal
              accountant31.1
            
            Certification of the Company’s
              Principal Executive Officer and Principal Financial Officer pursuant
              to
              Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the
              registrant’s Annual Report on Form 10-KSB for the year ended December 31,
              2006.32.1
            
            Certification of the Company’s
              Principal Executive Officer and Principal Financial
              Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection
              906 of the Sarbanes Oxley Act of
              2002.





*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on December 16,
                2005,
                and incorporated herein by this
                reference.





**
            Filed
                as an exhibit to the Company’s current report on Form 8-K, as filed with
                the Securities and
                Exchange Commission on October 11, 2006, and incorporated herein
                by this
                reference.





**Item
      14. Principal Accountant Fees and Services**





Raich
      Ende Malter & Co. LLP (“Raich Ende”) was the Company’s independent
      registered public accounting firm from December 12, 2005 (inception) through
      October 10, 2006. On October 10, 2006, the Company engaged Holtz
      Rubenstein Reminick LLP (“Holtz Rubenstein”) as its independent registered public
      accounting firm.





**Audit
      Fees**





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $0 for the
      fiscal year ended December 31, 2005 and $9,500 for the fiscal year ended
      December 31, 2006.





The
      aggregate fees billed by Holtz Rubenstein for professional services rendered
      for
      the audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $7,500 for
      the
      fiscal year ended December 31, 2006.





14




**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal years ended December 31, 2005 and 2006.





There
      were no fees billed by Holtz Rubenstein for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal year ended December 31, 2006.





**Tax
      Fees**





The
      aggregate fees billed by Raich Ende for professional services for tax
      compliance, tax advice, and tax planning were $500 for the fiscal year ended
      December 31, 2005 and $0 for the fiscal year ended December 31, 2006. These
      fees
      were incurred for the preparation of the Company’s 2005 tax return.





The
      aggregate fees billed by Holtz Rubenstein for professional services for tax
      compliance, tax advice, and tax planning were $1,000 for the fiscal year ended
      December 31, 2006. These fees were incurred for the preparation of the Company’s
      2006 tax return.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      years ended December 31, 2005 and 2006.





There
      were no fees billed by Holtz Rubenstein for other products and services for
      the
      fiscal year ended December 31, 2006.





15




**SIGNATURES**





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





**SAMDREW
              VII, INC.**Dated: March 16, 2007
            By:
            /s/
              David N. FeldmanName:
              David N. FeldmanTitle:
              President, Director





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities and on the dates indicated.




Title
            
            Date/s/ Melvin F. Lazar
            
            Chief Executive Officer,
            
            March 16, 2007Melvin
              F. Lazar
            
            Chief Financial Officer




16