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 March 31,
2009





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)





735
Broad Street


Suite
400


Chattanooga, TN
37402


(Address
of principal executive offices)





Issuer’s
      telephone number:
                                          (423) 265-5062Issuer’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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


 ̈Yes    x 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 June 10, 2009, 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




PagePART
      I - FINANCIAL INFORMATION
                3Item
      1.
                Financial
      Statements
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                4Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                7Item
      4T.
                Controls
      and Procedures
                8PART
      II - OTHER INFORMATION
                8Item
      1.
                Legal
      Proceedings
                8Item
      1A.
                Risk
      Factors
                8Item
      2.
                Unregistered
      Sale of Equity Securities and Use of Proceeds
                8Item
      3.
                Defaults
      Upon Senior Securities
                9Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                9Item
      5.
                Other
      Information
                9Item
      6.
                Exhibits
                9SIGNATURES
                9




2


PART
I - FINANCIAL INFORMATION
  Item
1. Financial Statements.
 
 CONTENTS
 
 PageFINANCIAL
      STATEMENTS:Balance
      Sheets
                  F-1Statements
      of Operations
                  F-2Statement
      of Changes in Stockholders’ Deficit
                  F-3Statements
      of Cash Flows
                  F-4Notes
      to the Financial Statements
                  F-5
      - F-10
  3
  BSV VII,
INC.
 (A
Development Stage Company)
 
 BALANCE
SHEETS
 
 March
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008(Unaudited)
                      
                      
                      (Audited)ASSETSTOTAL
      ASSETS
                      
                      $
                      -
                      
                      
                      $
                      -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)ACCOUNTS
      PAYABLE AND ACCRUED EXPENSES
                      
                      $
                      9,873
                      
                      
                      $
                      6,107TOTAL
      CURRENT LIABILITIES
                      
                      
                      9,873
                      
                      
                      
                      6,107STOCKHOLDERS'
      EQUITY (DEFICIT): (Note 4)Common
      stock-Class A, no par value, authorized 80,000,000, shares issued and
      outstanding 2,485,338; at March 31, 2009 and December 31,
    2008
                      
                      
                      999
                      
                      
                      
                      999Common
      stock -Class B, no par value, authorized 20,000,000, shares, issued and
      outstanding 150,000 at March 31, 2009 and December 31,
2008
                      
                      
                      1
                      
                      
                      
                      1Preferred
      stock, no par value, authorized 5,000,000 shares, no shares issued or
      outstanding
                      
                      
                      -
                      
                      
                      
                      -Additional-paid-in-capital
                      
                      
                      15,788
                      
                      
                      
                      14,392Deficit
      accumulated during the development stage
                      
                      
                      (26,661
                      )
                      
                      
                      ( 21,499
                      )TOTAL
      STOCKHOLDERS’ DEFICIT
                      
                      
                      (9,873
                      )
                      
                      
                      ( 6,107
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                      
                      $
                      -
                      
                      
                      $
                      -
 
 See notes
to the financial statements.
  F-1
  BSV VII,
INC.
 (A
Development Stage Company)
 
 STATEMENTS OF
OPERATIONS
 
 (UNAUDITED)
 September
      22, 2004Three
      Months
                    Ended
                  
                  
                  Three
      Months
                    Ended
                  
                  
                  (Date
      of Inception)
                    ToMarch 31, 2009
                  
                  
                  March 31, 2008
                  
                  
                  March 31, 2009Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses
                  
                  
                  5,162
                  
                  
                  
                  12,989
                  
                  
                  
                  26,661Loss
      Before Provision forIncome
      Taxes
                  
                  
                  (5,162
                  )
                  
                  
                  (12,989
                  )
                  
                  
                  (26,661
                  )Income
      Tax Expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (5,162
                  )
                  
                  $
                  (12,989
                  )
                  
                  $
                  (26,661
                  )Loss
      Per ShareBasic
      and Diluted
                  
                  $ Nil
                  
                  
                  $ Nil
                  
                  
                  $
                  (0.01
                  )Weighted
      average - number of shares outstanding(basic
      and diluted)
                  
                  
                  2,635,338
                  
                  
                  
                  2,635,338
                  
                  
                  
                  2,635,338
  See notes
to the financial statements.
  F-2
  BSV VII,
INC.
 (A
Development Stage Company)
 
 STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY (DEFICIT)
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO MARCH 31, 2009
 
 (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
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -2008
      Activity
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,392
                  
                  
                  
                  (20,499
                  )
                  
                  
                  (6,107
                  )2009
      Activity
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,396
                  
                  
                  
                  (5,162
                  )
                  
                  
                  (3,766
                  )Balance
      at March 31, 2009
                  
                  
                  2,635,338
                  
                  
                  $
                  999
                  
                  
                  $
                  1
                  
                  
                  $
                  15,788
                  
                  
                  $
                  (26,661
                  )
                  
                  $
                  (9,873
                  )
  See notes
to the financial statements.
  F-3
 
 BSV VII,
INC.
 (A
Development Stage Company)
 
 STATEMENTS OF CASH
FLOWS
 
 (UNAUDITED)
 
 September
      22,2004Three
      Months
                    Ended
                  
                  
                  Three
      Months
                    Ended
                  
                  
                  (Date
      of Inception)ToMarch
      31, 2009
                  
                  
                  March
      31, 2008
                  
                  
                  March
      31, 2009Cash
      Flows from Operating ActivitiesNet
      Loss
                  
                  $
                  (5,162
                  )
                  
                  $
                  (12,989
                  )
                  
                  $
                  (26,661
                  )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesIncrease
      in accounts payable and accrued expenses
                  
                  
                  3,766
                  
                  
                  
                  6,929
                  
                  
                  
                  9,873Net
      Cash Used in Operating Activities
                  
                  
                  (1,396
                  )
                  
                  
                  (6,060
                  )
                  
                  
                  (16,788
                  )Cash
      Flows from Financing ActivitiesStock
      Issued at inception
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Increase
      in additional-paid-in-capital
                  
                  
                  1,396
                  
                  
                  
                  6,060
                  
                  
                  
                  15,788Net
      Cash Provided by Financing Activities
                  
                  
                  1,396
                  
                  
                  
                  6,060
                  
                  
                  
                  16,788Net
      Change in Cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      at beginning of period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      at end of period
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosure of cash flow informationTaxes
      Paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Interest
      Paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 See notes
to the financial statements.
  F-4
 
 BSV VII,
INC.
 (A
Development Stage Company)
 
 NOTES TO THE FINANCIAL
STATEMENTS
 
 THREE MONTHS ENDED MARCH 31,
2009 AND 2008 AND
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO MARCH 31, 2009
 
 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 March 31, 2009 amounting to
$26,661.  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.
  F-5
 
 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.
  F-6
 
 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:
 
 March
      31,
                          
                          
                          December
      31,2009
                          
                          
                          2008Basic
      and Diluted EPS
                          
                          
                          2,635,338
                          
                          
                          
                          2,635,338
 
 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.
  F-7
 
 NOTE 7 –
INCOME TAXES:
 
 As of
March 31, 2009 and 2008, the Company had deferred tax assets recognized of
approximately $11,000 and $5,000 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.
 
 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.
 
  In  December  2007,  the
SEC  issued  Staff  Accounting  Bulletin  (SAB)
No. 110 regarding  the use of
a  "simplified"  method,  as discussed in SAB No.
107 (SAB
107),  in  developing  an  estimate of
expected  term of "plain  vanilla"  share options
in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the
staff  indicated in SAB 107 that it will accept a
company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more
detailed  external  information  about employee
exercise behavior (e.g.,  employee exercise patterns by industry
and/or other categories of companies)  would,  over
time,  become readily  available to
companies.  Therefore, the staff stated in SAB 107 that it would not
expect a company to use the simplified method for share option grants after
December 31, 2007.  The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31,
2007.  The Company has not yet adopted  the
simplified  method for
"plain  vanilla"  share  options
and  warrants,  but does not expect it to have a material
impact on o the Company's financial  position,  results of
operations or cash flows.
  F-8
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated FinancialStatement”, an amendment of ARB No.
51. This statement amends ARB 51 to establish accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  Before
this statement was issued, limited guidance existed for reporting noncontrolling
interests.  As a result, considerable diversity in practice
existed.  So-called minority interests were reported in the
consolidated statement of financial position as liabilities or in the mezzanine
section between liabilities and equity. This statement improves comparability by
eliminating that diversity.  This statement is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007).  It
is not believed that this will have an impact on the Company’s financial
position, results of operations or cash flows.
  In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
“Disclosures about Derivative Instruments and
Hedging Activities”, an amendment of FASB Statement No.
133.  This standard requires companies to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows.  This statement is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged.  The Company has not yet adopted
the provisions of SFAS No. 161, but does not expect it to have a material impact
on its financial position, results of operations or cash flows.
  In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.  SFAS No. 162 sets forth the
level of authority to a given accounting pronouncement or document by
category.  Where there might be conflicting guidance between two
categories, the more authoritative category will prevail.  SFAS No.
162 will become effective 60 days after the SEC approves the PCAOB’s amendments
to AU Section 411 of the AIPCA Professional Standards.  SFAS No. 162
has no effect on the Company’s financial position, statements of operations, or
cash flows at this time.
  In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts”, an interpretation of FASB Statement No.
60.  SFAS No. 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of
premium revenue and claims liabilities.  This statement also requires
expanded disclosures about financial guarantee insurance
contracts.  SFAS No. 163 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those years.  SFAS
No. 163 has no effect on the Company’s financial position, statements of
operations, or cash flows at this time.
  F-9
 
 In April
2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position (“FSP”) FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value
of Financial Instruments(“FAS 107-1 and APB 28-1”), which amends SFAS
No. 107, “Disclosures about
Fair Value of Financial Instruments,” and APB opinion No. 28, “Interim Financial Reporting,”
to require disclosures about fair value of financial instruments in interim as
well as in annual financial statements.  FSP FAS 107-1 and ABP 28-1 is
effective for interim reporting periods ending after June 15, 2009, which for
the Company is the first quarter of fiscal 2010.  It is not believed
that, based on the Company’s current corporate structure, FSP FAS 107-1 and ABP
28-1 will have an impact on the Company's financial position, results of
operations or cash flows.
 
 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.
  F-10




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.





4




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 September 2004
to the present.  The Company has no assets and has incurred losses
from its inception through March 31, 2009 amounting to $26,661. 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.





5





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.





Assets





At March
31, 2009 and December 31, 2008, the Company had no cash and no other
assets.





Liabilities





The
Company’s total current liabilities at March 31, 2009 and December 31, 2008 were
$9,873 and $6,107, comprised of accounts payable and accrued expenses. The
increase in liabilities was 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 following the
Company’s filing a Form 10-SB with the SEC on February 1, 2008 and which went
effective on April 1, 2008.





Stockholders’
Deficit





At March
31, 2009, the Company had a stockholders’ deficit of $9,873 compared to $6,107
at December 31, 2008.  The increase was due to increased
liabilities.




Revenues





To date,
the Company has not generated any revenues.





Net Loss





For the
three month periods ended March 31, 2009 and 2008, the Company had a net loss of
$5,162 and $12,989, respectively. From the Company’s date of inception
(September 22, 2004) to March 31, 2009, the Company had a net loss of
$26,661.





Expenses





For the
three months ended March 31, 2009, the Company had expenses of $5,162, compared
to $12,989.  The decrease was due to the Company’s delayed preparation
and filing of the Company’s Form 10-K for its fiscal year ended December 31,
2008 and Form 10-Q for the fiscal quarter ended March 31, 2009.  For
the period from the Company’s inception on September 22, 2004 to March 31, 2009,
the Company’s expenses were $26,661.  These expenses consist of legal,
accounting, audit and other professional service fees incurred in relation to
the filing of the Company’s Registration Statement on Form 10-SB on February 1,
2008 and  subsequently filed annual and periodic reports with the SEC
pursuant to the requirements of the Securities Exchange Act of 1934, as
amended.




Liquidity
and Capital Resources
 
 At March
31, 2009, the Company had no cash and no other assets. The Company’s current
liabilities at March 31, 2009 and December 31, 2008 were $9,873 and $6,107,
comprised of accounts payable and accrued expenses. The increase in liabilities
was 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.


6




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 Three
                            Months Ended
                          
                          
                          For the Period
                            September 22,
                            2004
                            (Inception) toMarch 31,
                            2009
                          
                          
                          March 31,
                            2008
                          
                          
                          March 31,
                            2009Net
      Cash Used in Operating Activities
                          
                          $
                          (1,396
                          )
                          
                          $
                          (6,060
                          )
                          
                          
                          (16,788
                          )Net
      Cash Provided by Investing Activities
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —Net
      Cash Provided by Financing Activities
                          
                          $
                          1,396
                          
                          
                          
                          6,060
                          
                          
                          
                          16,788Net
      Effect on Cash
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0


-


The
Company has no 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 March
31, 2009, 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.





7





Item
4T. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





In
connection with the preparation of this quarterly report, an evaluation was
carried out by the Registrant’s management, with the participation of the
principal executive officer and the principal financial officer, of the
effectiveness of the Registrant’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(“Exchange Act”)) as of March 31, 2009. Disclosure controls and procedures are
designed to ensure that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Commission’s rules and forms,
and that such information is accumulated and communicated to management,
including the chief executive officer and the chief financial officer, to allow
timely decisions regarding required disclosures.





Based on
that evaluation, the Registrant’s management concluded, as of the end of the
period covered by this report, that the Registrant’s disclosure controls and
procedures were not effective in recording, processing, summarizing, and
reporting information required to be disclosed, within the time periods
specified in the Commission’s rules and forms, and that such information was not
accumulated and communicated to management, including the principal executive
officer and the principal financial officer, to allow timely decisions regarding
required disclosures.




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
March 31, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





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.





8





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.





Item
6.  Exhibits.





No.:
              
              Description:31.1
              
              Certification
      of Principal Executive Officer and Principal 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 Principal Executive Officer and Principal 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:
      June 10, 2009
              BSV
      VII, INC.By:
              /s/ Douglas A. DyerTitle:
      President(Principal
      Executive Officer)(Principal
      Financial and Accounting
Officer)




9