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


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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





**For
      the quarterly period ended** **September 30, 2008**





or





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





For
      the
      transition period from _____ to _____





Commission
      File No. ****000-53065****





**BSV
      VII, Inc.**


(Exact
      name of registrant as specified in its charter)





**Colorado**
            
            **20-1649686**(State
                or other jurisdiction of
            
            (I.R.S.
                employerincorporation
                or formation)
            
            identification
                number)




Commission
        File No. **000-53064**


**735
      Broad Street**


**Suite
      400**


**Chattanooga,
      TN 37402**


(Address
      of principal executive offices)




Issuer’s
                telephone number:
            **(423)
                265-5062**Issuer’s
                facsimile number:
            **(423)
                265-5068**





**N/A**


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Copies
      to :


**The
      Sourlis Law Firm**


**Virginia
      K. Sourlis, Esq.**


**The
      Galleria**


**2
      Bridge Avenue**


**Red
      Bank, New Jersey 07701**


**(732)
      530-9007**


**www.SourlisLaw.com**





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or 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.


x Yes  ̈ No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer
             ̈
            Accelerated
                filer
             ̈Non-accelerated
                filer
             ̈
            Smaller
                reporting company
            x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


x Yes  ̈ No





APPLICABLE
      ONLY TO CORPORATE ISSUERS:


Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date. As
      of
      November 10, 2008, there were 2,485,338 shares of Class A Common Stock and
      150,000 shares of Class B Common Stock issued and
      outstanding.





**TABLE
      OF CONTENTS**





**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            10Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            13Item
                4T.
            Controls
                and Procedures
            13**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            14Item
                1A.
            Risk
                Factors
            14Item
                2.
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            14Item
                3.
            Defaults
                Upon Senior Securities
            14Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            14Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
            15**SIGNATURES**
            15








**PART
      I - FINANCIAL INFORMATION**




**Item
      1. Financial Statements.**





CONTENTS





PageFINANCIAL
                STATEMENTS:Balance
                Sheets
            1Statements
                of Operations
            2Statement
                of Changes in Stockholders’ Deficit
            3Statements
                of Cash Flows
            4Notes
                to the Financial Statements
            5
                -
                9







BSV
      VII, INC.


(A
      Development Stage Company)





BALANCE
      SHEETS





SEPTEMBER
      30, 2008 AND DECEMBER 31, 2007





September 30, 2008
            
            December 31, 2007(Unaudited)
            
            (Audited)ASSETSTOTAL
                ASSETS
            
            $
            -
            
            $
            -LIABILITIES
                AND STOCKHOLDERS' DEFICITACCOUNTS
                PAYABLE
            
            $
            3,744
            
            $
            -TOTAL
                LIABILITIES
            
            $
            3,744
            
            $
            -STOCKHOLDERS'
                DEFICIT: (Note 4)Common
                stock-Class A, no par value, authorized 80,000,000, shares issued
                and
                outstanding 2,485,338; at September 30, 2008 and December 31, 2007
            
            
            999
            
            
            999Common
                stock -Class B, no par value, authorized 20,000,000, shares, issued
                and
                outstanding 150,000 at September 30, 2008 and December 31,
                2007
            
            
            1
            
            
            1Preferred
                stock, no par value, authorized 5,000,000 shares, no shares issued
                or
                outstanding
            
            
            -
            
            
            -Additional-paid-in-capital
            
            
            14,382
            
            
            -Deficit
                accumulated during the development stage
            
            
            (
                19,126
            )
            
            (1,000
            )TOTAL
                STOCKHOLDERS’ DEFICIT
            
            
            (3,744
            )
            
            -TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            -
            
            $
            -





See
      notes
      to the financial statements.




-
          1 -


BSV
      VII, INC.


(A
      Development Stage Company)





STATEMENTS
      OF OPERATIONS





THREE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception)





TO
      SEPTEMBER 30, 2008





(UNAUDITED)


September 22, 2004(Date of Inception)Three Months Ended
              
              Nine Months Ended
              
              ToSeptember 30, 2008
              
              September 30, 2007
              
              September 30, 2008
              
              September 30, 2007
              
              September 30, 2008Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Expenses
              
              
              3,418
              
              
              -
              
              
              18,126
              
              
              -
              
              
              19,126Loss
                  Before Provision for Income Taxes
              
              
              (3,418
              )
              
              -
              
              
              (18,126
              )
              
              -
              
              
              (19,126
              )Income
                  Tax Expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  Loss
              
              $
              (3,418
              )
              $
              -
              
              $
              (18,126
              )
              $
              -
              
              $
              (19,126
              )Loss
                  Per ShareBasic
              
              $
              -
              
              $
              
              
              $
              (0.01
              )
              $
              -
              
              $
              (0.01
              )Weighted
                  average - number of shares outstanding
              
              
              2,635,338
              
              
              2,635,338
              
              
              2,635,338
              
              
              2,635,338
              
              
              2,635,338





See
      notes
      to the financial statements.


-
          2 -


BSV
      VII, INC.


(A
      Development Stage Company)





STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIT





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30,
      2008





(UNAUDITED)




DeficitCommon
              
              Common
              
              
              
              AccumulatedStock
              
              Stock
              
              Additional
              
              DuringShares
              
              Class A
              
              Class B
              
              Paid in Capital
              
              Development Stage
              
              TotalCommon
                  stock issued at inception
              
              
              2,485,338
              
              $
              999
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              999Common
                  stock issued at inception
              
              
              150,000
              
              
              -
              
              
              1
              
              
              -
              
              
              -
              
              
              12004
                  Activity
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000
              )
              
              (1,000
              )2005
                  Activity
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -2006
                  Activity
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -2007
                  Activity
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balance
                  at December 31, 2007
              
              
              2,635,338
              
              
              999
              
              
              1
              
              
              -
              
              
              (1,000
              )
              
              -2008
                  Activity
              
              
              -
              
              
              -
              
              
              -
              
              
              14,382
              
              
              (18,126
              )
              
              (3,744
              )Balance
                  at September 30, 2008
              
              
              2,635,338
              
              $
              999
              
              $
              1
              
              $
              14,382
              
              $
              (19,126
              )
              $
              (3,744
              )




See
      notes
      to the financial statements.


-
          3 -


BSV
      VII, INC.


(A
      Development Stage Company)





STATEMENTS
      OF CASH FLOWS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30,
      2008





(UNAUDITED)




September 22, 2004(Date of Inception)Nine Months Ended
              
              Nine Months Ended
              
              ToSeptember 30, 2008
              
              September 30, 2007
              
              September 30, 2008Net
                  Loss
              
              $
              (18,126
              )
              $
              -
              
              $
              (19,126
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesIncrease
                  in accounts payable
              
              
              3,744
              
              
              -
              
              
              3,744Net
                  Cash Used in Operating Activities
              
              
              (14,382
              )
              
              -
              
              
              (15,382
              )Cash
                Flows from Financing ActivitiesStock
                  Issued at inception
              
              
              -
              
              
              -
              
              
              1,000Increase
                  in additional-paid -in captial
              
              
              14,382
              
              
              -
              
              
              14,382Net
                  Cash Provided by Financing Activities
              
              
              14,382
              
              
              -
              
              
              15,382Net
                  change in cash
              
              
              -
              
              
              -
              
              
              -Cash
                  at beginning of period
              
              
              -
              
              
              -
              
              
              -Cash
                  at end of period
              
              $
              -
              
              $
              -
              
              $
              -


See
      notes
      to the financial statements.


-
          4 -


BSV
      VII, INC.


(A
      Development Stage Company)





NOTES
      TO THE FINANCIAL STATEMENTS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30,
      2008





(Unaudited)





NOTE
      1 – ORGANIZATION:





BSV
      VII,
      Inc. (a Development Stage Company) (the Company) was incorporated on September
      22, 2004, in the State of Colorado, for the purpose of conducting a public
      distribution of securities (the Proposed Distribution) and then effecting a
      merger, acquisition or other business combination transaction (Business
      Combination) with an unidentified privately-held company (a Target). The
      Company's business strategy is also referred to as a "blind pool" because
      neither the management of the Company nor the persons who acquire securities
      in
      the Proposed Distribution know what the business of the Company will ultimately
      be. The Company is in the development stage and has had no significant business
      activity to date. The Company has adopted a fiscal year end of December 31,
      however upon merger the Company intends to adopt the fiscal period of the
      target.





NOTE
      2 –
GOING CONCERN:





The
      Company has been in the development stage since its inception in 2004 to present
      and has incurred losses from its inception through September 30, 2008 amounting
      to $19,126. The Company's ability to meet its future obligations is dependent
      upon its ability to complete its SEC registration, raise capital and close
      on a
      potential business combination as discussed in Note 1. These factors raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management is actively pursuing merger and business combinations and believes
      that the necessary capital and the future acquisition of business will take
      place and will provide for the Company to continue as a going
      concern.





The
      Company's financial statements are prepared using generally accepted accounting
      principles in the United States of America applicable to a going concern which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. In order to continue as a going concern, the Company
      will need additional capital resources. Management's plans to obtain such
      resources for the Company include (1) obtaining capital from management and
      significant shareholders sufficient to meet its minimal operating expenses,
      and
      (2) seeking out and completing a merger with an existing operating company.
      However, management cannot provide any assurances that the Company will be
      successful in accomplishing any of its plans.





The
      ability of the Company to continue as a going concern is dependent upon
      management's ability to successfully accomplish the plans described in the
      preceding paragraphs and eventually secure other sources of financing and attain
      profitable operations. The accompanying financial statements do not include
      any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.




See
      notes
      to the financial statements.


-
          5 -


BSV
      VII, INC.


(A
      Development Stage Company)





NOTES
      TO THE FINANCIAL STATEMENTS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30,
      2008





(Unaudited)





NOTE
      3 –
SIGNIFICANT ACCOUNTING POLICIES:





Basis
      of Accounting:





The
      Company’s policy is to prepare its financial statements on the accrual basis of
      accounting.





Estimates:


The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect certain reported amounts and disclosures. Accordingly, actual results
      could differ from those estimates.





Income
      Taxes:





The
      Company utilizes the asset and liability method of accounting for deferred
      income taxes as prescribed by the Statement of Financial Accounting Standards
      No. 109 (SFAS 109) "Accounting for Income Taxes". This method requires the
      recognition of deferred tax liabilities and assets for the expected future
      tax
      consequences of temporary differences between the tax and financial reporting
      bases of certain assets and liabilities.





Earnings
      Per Common Share :





The
      Company follows Statement of Financial Accounting Standards (SFAS) No. 128,
      “Earnings Per Share”. SFAS No. 128 simplifies the standards for computing
      earnings per share (EPS) and makes them comparable to international EPS
      standards. Basic EPS is based on the weighted average number of common shares
      outstanding for the period, excluding the effects of any potentially dilutive
      securities. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted.
      Net income (loss) per share is calculated by dividing net income (loss) by
      the
      weighted average number of common shares outstanding during the
      period.





NOTE
      4 –
STOCKHOLDERS’ EQUITY:





On
      September 22, 2004, the Company issued two million four hundred eighty five
      thousand three hundred thirty eight (2,485,338) shares of its Class A common
      stock and one hundred fifty thousand (150,000) shares of its Class B common
      stock at inception. The shares were issued pursuant to Section 4(2) of the
      Securities Act of 1933 (the "Act") and are restricted securities within the
      meaning of Rule 144 of the Act.


-
          6 -


BSV
      VII, INC.


(A
      Development Stage Company)





NOTES
      TO THE FINANCIAL STATEMENTS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30, 2008





(Unaudited)





NOTE
      4 –
STOCKHOLDERS’ EQUITY (Continued):





The
      Company's Board of Directors has the power to issue any or all of the authorized
      but unissued Common Stock without stockholder approval. The Company currently
      has no commitments to issue any shares of common stock. However, the Company
      will, in all likelihood, issue a substantial number of additional shares in
      connection with a business combination. Since the Company expects to issue
      additional shares of common stock in connection with a business combination,
      the
      ultimate ownership of the gift share donees is likely to be less than 5% of
      the
      issued and outstanding common stock of the Company. It is impossible to predict
      whether a business combination will ultimately result in dilution to donees.
      If
      the target has a relatively weak balance sheet, a business combination may
      result in significant dilution. If a target has a relatively strong balance
      sheet, there may be no dilution.





The
      Company authorized 5,000,000 shares of preferred stock. Currently, there are
      no
      shares of preferred stock issued or outstanding.





Additional
      paid-in-capital represents professional fees incurred by the Company which
      have
      been paid by a related entity (See note 6).





NOTE
      5 –
EARNINGS PER SHARE:





The
      Company accounts for earnings per share under Statement of Financial Accounting
      Standards No. 128 "Earnings Per Share", which requires presentation of basic
      earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").
      The computation of Basic EPS is computed by dividing net income by the weighted
      average number of outstanding common shares during the period. Diluted EPS
      gives
      effect to all dilutive potential common shares outstanding during the
      period.





The
      shares used in the computation are as follows:




2008
            
            2007Basic
                and Diluted EPS
            
            
            2,635,338
            
            
            2,635,338


-
          7 -


BSV
      VII, INC.


(A
      Development Stage Company)





NOTES
      TO THE FINANCIAL STATEMENTS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30, 2008





(Unaudited)





NOTE
      6 –
RELATED PARTIES:





The
      Company’s management (and original incorporators), through a common owned
      entity, have paid all expenses incurred by the Company, which includes
      professional fees and basic state and local fees and taxes. The related entity
      has committed to taking responsibility for all liabilities incurred by the
      Company through the date completion of a business transaction as described
      in
      Note 1. Therefore, the Company reflects all expenses paid on their behalf in
      their financial statements and records as additional
      paid-in-capital.





NOTE
      7 –
INCOME TAXES:





As
      of
      September 30, 2008 and 2007, the Company had deferred tax assets recognized
      of
      approximately $8,000 and $400 respectively, with equal corresponding valuation
      allowances. The deferred tax asset is a result of a net operating loss
      carryforward.





NOTE
      8 –
NEW ACCOUNTING PRONOUNCEMENTS:




In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157 (“FAS 157”), *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. FAS 157 applies under other accounting pronouncements
      that require or permit fair value measurements. Prior to FAS 157, there were
      different definitions of fair value and limited guidance for applying those
      definitions in GAAP. Moreover, that guidance was dispersed among the many
      accounting pronouncements that require fair value measurements. Differences
      in
      that guidance created inconsistencies that added to the complexity in applying
      GAAP. The changes to current practice resulting from the application of FAS
      157
      relate to the definition of fair value, the methods used to measure fair value,
      and the expanded disclosures about fair value measurements. FAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company does not expect
      the adoption of FAS 157 to have an effect on its financial
      statements.


-
          8 -


BSV
      VII, INC.


(A
      Development Stage Company)





NOTES
      TO THE FINANCIAL STATEMENTS





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO SEPTEMBER 30, 2008





(Unaudited)





NOTE
      8 –
NEW ACCOUNTING PRONOUNCEMENTS (Continued):





December
      2007, the FASB issued SFAS No. 141(R), " *Business
      Combinations* ,"
      which
      replaces SFAS No. 141, " *Business
      Combinations* ,"
      which,
      among other things, establishes principles and requirements for how an acquirer
      entity recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed (including intangibles) and any
      noncontrolling interests in the acquired entity. SFAS No. 141(R) applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008. The Company is currently evaluating what impact the adoption
      of SFAS No. 141(R) will have on the financial statements.


The
          Company has implemented all new accounting pronouncements that are in effect
          and
          that may impact its financial statements and does not believe that there
          are any
          other new accounting pronouncements that have been issued that might have
          a
          material impact on its financial statements.


-
          9 -


**Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations.**





**Forward-Looking
      Statements**





*This
      Report contains statements that we believe are, or may be considered to be,
      “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995. All statements other than statements of
      historical fact included in this Report regarding the prospects of our industry
      or our prospects, plans, financial position or business strategy, may constitute
      forward-looking statements. In addition, forward-looking statements generally
      can be identified by the use of forward-looking words such as “may,” “will,”
“expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,”
“plans,” “forecasts,” “continue” or “could” or the negatives of these terms or
      variations of them or similar terms. Furthermore, such forward-looking
      statements may be included in various filings that we make with the SEC or
      press
      releases or oral statements made by or with the approval of one of our
      authorized executive officers. Although we believe that the expectations
      reflected in these forward-looking statements are reasonable, we cannot assure
      you that these expectations will prove to be correct. These forward-looking
      statements are subject to certain known and unknown risks and uncertainties,
      as
      well as assumptions that could cause actual results to differ materially from
      those reflected in these forward-looking statements. Readers are cautioned
      not
      to place undue reliance on any forward-looking statements contained herein,
      which reflect management’s opinions only as of the date hereof. Except as
      required by law, we undertake no obligation to revise or publicly release the
      results of any revision to any forward-looking statements. You are advised,
      however, to consult any additional disclosures we make in our reports to the
      SEC. All subsequent written and oral forward-looking statements attributable
      to
      us or persons acting on our behalf are expressly qualified in their entirety
      by
      the cautionary statements contained in this Report.*




**Plan
      of Operation**





BSV
      VII,
      Inc. (a Development Stage Company) (the “Company”) was incorporated on September
      22, 2004, in the State of Colorado for the purpose of conducting a public
      distribution of securities (the Proposed Distribution) and then effecting a
      merger, acquisition or other business combination transaction (Business
      Combination) with an unidentified privately-held company (a Target). We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the Company.





On
      February 1, 2008, the Company voluntarily filed with the Securities and Exchange
      Commission (“SEC”) a Registration Statement on Form 10-SB therein registering
      the Company’s Class A Voting Common Stock, no par value, and Class B Non-Voting
      Common Stock, no par value, under Section 12(g) of the Securities Exchange
      Act
      of 1934, as amended. The Form 10-SB went effective by operation of law on April
      1, 2008 (60 days after the filing date) and since such date, the Company has
      been a reporting company and required to file periodic and current reports
      with
      the SEC under the Exchange Act.





The
      Company's business strategy is also referred to as a "blind pool" because
      neither the management of the Company nor the persons who acquire securities
      in
      the Proposed Distribution know what the business of the Company will ultimately
      be. The Company is in the development stage and has had no significant business
      activity to date. The Company has adopted a fiscal year end of December 31,
      however upon merger the Company intends to adopt the fiscal period of the
      Target.





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 its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating 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.


-
          10 -


Management
      anticipates seeking out a target company through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more Internet websites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Management may engage in such solicitation directly
      or
      may employ one or more other entities to conduct or assist in such solicitation.
      Management and its affiliates will pay referral fees to consultants and others
      who refer target businesses for mergers into public companies in which
      management and its affiliates have an interest. Payments are made if a business
      combination occurs, and may consist of cash or a portion of the stock in the
      Company retained by management and its affiliates, or both.





The
      Company and/or its shareholders will supervise the search for target companies
      as potential candidates for a business combination. The Company and/or its
      shareholders may pay as their own expenses any costs incurred in supervising
      the
      search for a target company. The Company and/or its shareholders may enter
      into
      agreements with other consultants to assist in locating a target company and
      may
      share stock received by it or cash resulting from the sale of its securities
      with such other consultants.




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      officers and directors are only required to devote a very limited portion of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no or minimal managerial role in the Company
      following a merger or business combination. Although we intend to scrutinize
      closely the management of a prospective target business in connection with
      our
      evaluation of a business combination with a target business, our assessment
      of
      management may be incorrect. We cannot assure you that we will find a suitable
      business with which to combine.





**GOING
      CONCERN**





The
      Company has been in the development stage since its inception in 2004 to present
      and has incurred losses from its inception through September 30, 2008 amounting
      to $19,126. The Company's ability to meet its future obligations is dependent
      upon its ability to complete its SEC registration, raise capital and close
      on a
      potential business combination as discussed in Note 1 to the accompanying
      financial statements. These factors raise substantial doubt about the Company's
      ability to continue as a going concern. Management is actively pursuing merger
      and business combinations and believes that the necessary capital and the future
      acquisition of business will take place and will provide for the Company to
      continue as a going concern. In order to continue as a going concern, the
      Company will need additional capital resources. Management's plans to obtain
      such resources for the Company include (1) obtaining capital from management
      and
      significant shareholders sufficient to meet its minimal operating expenses,
      and
      (2) seeking out and completing a merger with an existing operating company.
      However, management cannot provide any assurances that the Company will be
      successful in accomplishing any of its plans. The ability of the Company to
      continue as a going concern is dependent upon management's ability to
      successfully accomplish the plans described in the preceding paragraphs and
      eventually secure other sources of financing and attain profitable operations.
      The accompanying financial statements do not include any adjustments that might
      be necessary if the Company is unable to continue as a going
      concern.





**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 effect an acquisition of or merger
      with another operating company, of which there can be no
      assurance.


-
          11 -


Assets





At
      September 30, 2008 and December 31, 2007, the Company had no assets.




Revenues





For
      the
      three and nine month periods ending September 30, 2008 and 2007, and for the
      period from September 22, 2004 (Inception) to September 30, 2008, the Company
      had no activities that produced revenues from operations.





Net
      Loss





For
      the
      three month periods ended September 30, 2008 and 2007, the Company had a net
      loss of $3,418 and $0, respectively. For the nine month periods ended September
      30, 2008 and 2007, the Company had a net loss of $18,126 and $0, respectively.
      From the Company’s date of inception (September 22, 2004) to September 30, 2008,
      the Company had a net loss of $19,126. At September 30, 2008, the Company had
      an
      accumulated deficit of $3,744 compared to $0 at December 31, 2007. These losses
      were mostly due to legal, accounting, audit and other professional service
      fees
      incurred in relation to the filing of the Company’s Registration Statement on
      Form 10-SB filed on February 1, 2008.





**Liquidity
      and Capital Resources**





At
      September 30, 2008 and December 31, 2007, the Company had no cash and no other
      assets. The Company’s current liabilities at September 30, 2008 and December 31,
      2007 were $3,744 and $0 respectively, comprised of accounts payable. The
      Accounts Payable increased due to an increase in legal and accounting fees
      incurred in connection with the preparation and filing of the Company’s annual
      and quarterly reports with the Securities and Exchange Commission.





As
      explained in earlier in this Item 2, the Company is a “shell company” and is
      currently seeking a merger/acquisition candidate with sustainable operations.
      To
      date, the Company has not identified a suitable merger/acquisition candidate.
      The Company does not currently have the capital resources to meet its operating
      expenses for the next twelve months. The Company will need additional cash
      advances from its stockholder or loans from other parties to pay for operating
      expenses until the Company consummates a merger or business combination with
      a
      privately-held operating company.




The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities:





**For the Nine Months Ended**
            
            **For the Period**
              **September 22,**
              **2004**
              **(Inception) to****September 30,**
              **2008**
            
            **September 30,**
              **2007**
            
            **September 30,**
              **2008**Net
                Cash Used in Operating Activities
            
            $
            (14,382
            )
            
            —
            
            $
            (15,382
            )Net
                Cash Provided by Investing Activities
            
            
            —
            
            
            —
            
            
            —Net
                Cash Provided by Financing Activities
            
            $
            14,382
            
            
            
            
            $
            15,382Net
                Effect on Cash
            
            $
            0
            
            
            
            
            $
            0


-
          12 -


The
      Company has nominal assets and has generated no revenues since inception. The
      Company is also dependent upon the receipt of capital investment or other
      financing to fund its ongoing operations and to execute its business plan of
      seeking a combination with a private operating company. If continued funding
      and
      capital resources are unavailable at reasonable terms, the Company may not
      be
      able to implement its plan of operations.





At
      September 30, 2008, the Company had no capital resources available and primarily
      relies upon the issuance of common stock and additional capital contributions
      from its shareholders to fund administrative expenses pending acquisition of
      an
      operating company.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk**





N/A.




**Item
      4T. Controls and Procedures.**





*Evaluation
      of Controls and Procedures.*





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
      to perform an evaluation under the supervision and with the participation of
      the
      Company’s management, including the Company’s principal executive officer and
      principal financial officer, of the effectiveness of the design and operation
      of
      the Company’s disclosure controls and procedures as of the end of the
      period.




*Evaluation
      of Disclosure Controls and Procedures*




Based
      on
      their evaluation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2008, our
      Chief Executive Officer and Chief Financial Officer have concluded that our
      disclosure controls and procedures were effective to ensure that the information
      required to be disclosed by us in this Report was (i) recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      instructions for Form 10-Q.




*Changes
      in Internal Controls.*





No
      change
      in our internal control over financial reporting (as defined in Rules 13a-15(f)
      and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
      September 30, 2008 that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.





*Limitations
      on the Effectiveness of Controls.*





Our
      management does not expect that our Disclosure Controls will prevent all error
      and all fraud. A control system, no matter how well designed and operated,
      can
      provide only reasonable assurance of achieving the designed control objectives,
      and management is required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the Company have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the control. The design of any system
      of
      controls also is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions. Because of
      the
      inherent limitations in a cost-effective control system, misstatements due
      to
      error or fraud may occur and not be detected.


-
          13 -


**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings.**





The
      Company is currently not a party to any pending legal proceedings and no such
      action by or to the best of its knowledge, against the Company has been
      threatened.




**Item
      1A. Risk Factors.**





N/A.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





On
      September 22, 2004, the day of its incorporation, the Company issued an
      aggregate of 2,485,338, shares of Class A Common Stock and 150,000 shares of
      Class B Common Stock to Messrs. Dyer, Eversull, and Brennan, Lane Capital
      Markets and Ms. Elizabeth Davis in consideration for services rendered. The
      Company issued these shares of Common Stock under the exemption from
      registration requirements of the Securities Act provided by Section 4(2) of
      the
      Securities Act in light of the fact that the offering did not constitute a
      public offering.





No
      other
      securities have been issued for services. Neither the Registrant nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.




The
      Company's Board of Directors has the power to issue any or all of the authorized
      but unissued Common Stock without stockholder approval. The Company currently
      has no commitments to issue any shares of common stock. However, the Company
      will, in all likelihood, issue a substantial number of additional shares in
      connection with a business combination. Since the Company expects to issue
      additional shares of common stock in connection with a business combination,
      the
      ultimate ownership of the gift share donees is likely to be less than 5% of
      the
      issued and outstanding common stock of the Company. It is impossible to predict
      whether a business combination will ultimately result in dilution to donees.
      If
      the target has a relatively weak balance sheet, a business combination may
      result in significant dilution. If a target has a relatively strong balance
      sheet, there may be no dilution.





It
      should
      be noted that any shares held by affiliates or promoters of the Registrant
      may
      not be sold by such affiliates or promoters, or their transferees, pursuant
      to
      Rule 144 of the Securities Act. This is true for any such sale either before
      or
      after a business combination with an operating company or other person,
      regardless of technical compliance with the rule. The position of the staff
      of
      the Division of Corporation Finance of the SEC is that any such resale
      transaction under Rule 144 would appear to be designed to distribute or
      redistribute such shares to the public without coming within the registration
      requirements of the Securities Act. Therefore, these affiliates or promoters,
      or
      their transferees, can only resell the shares they hold as of the date hereof
      through a registration statement filed under the Securities Act or pursuant
      to
      an exemption from such registration requirements.




**Item
      3.  Defaults Upon Senior Securities.**





None.




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





None.




**Item
      5. Other Information.**




None.


-
          14 -


**Item
      6.  Exhibits.**





**No.:**
            
            **Description:**31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes
                -
                Oxley Act of 200232.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U,S,C, Section 1350, as adopted pursuant to Section 906 of the Sarbanes
                -
                Oxley Act of 2002





**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned
      duly
      authorized.





Dated:
                November 10, 2008
            **BSV
                VII, INC.**By:
            /s/
                Douglas A. DyerTitle:
                President(Principal
                Executive Officer)(Principal
                Financial and Accounting Officer)


-
          15 -