U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended September 30, 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.


 ̈ 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     ̈ 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
             ̈





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


 ̈ 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 23, 2009, there were
2,485,338 shares of Class A Common Stock, no par value, and 150,000 shares of
Class B Common Stock, no par value, issued and outstanding.











TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONItem
      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
                        
                        
                        7PART
      II - OTHER INFORMATIONItem
      1.
                        Legal
      Proceedings
                        
                        
                        7Item
      1A.
                        Risk
      Factors
                        
                        
                        8Item
      2.
                        Unregistered
      Sale of Equity Securities and Use of Proceeds
                        
                        
                        8Item
      3.
                        Defaults
      Upon Senior Securities
                        
                        
                        8Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        
                        8Item
      5.
                        Other
      Information
                        
                        
                        8Item
      6.
                        Exhibits
                        
                        
                        8SIGNATURES
                        
                        
                        
                        9




2





Item
1. Financial Statements.




CONTENTS





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







BSV VII,
INC.


(A
Development Stage Company)





BALANCE
SHEETS





SEPTEMBER 30, 2009 AND
DECEMBER 31, 2008





September 30, 2009
                        
                        
                        December 31, 2008(Unaudited)
                        
                        
                        (Audited)ASSETSTOTAL
      ASSETS
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)ACCOUNTS
      PAYABLE AND ACCRUED EXPENSES
                        
                        $
                        8,979
                        
                        
                        $
                        6,107TOTAL
      CURRENT LIABILITIES
                        
                        
                        8,979
                        
                        
                        
                        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 September 30, 2009 and December 31,
      2008
                        
                        
                        999
                        
                        
                        
                        999Common
      stock -Class B, no par value, authorized 20,000,000, shares, issued and
      outstanding 150,000 at September 30, 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
                        
                        
                        21,734
                        
                        
                        
                        14,392Deficit
      accumulated during the development stage
                        
                        
                        (31,713
                        )
                        
                        
                        (21,499
                        )TOTAL
      STOCKHOLDERS’ DEFICIT
                        
                        
                        (8,979
                        )
                        
                        
                        (6,107
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
                        
                        $
                        -
                        
                        
                        $
                        -





See notes
to the financial statements.


-1-





BSV VII,
INC.


(A
Development Stage Company)





STATEMENTS OF
OPERATIONS





NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND





THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30,
2009




(Unaudited)





September
      22, 2004(Date
      of Inception)Nine
      Months Ended
                
                
                Nine
      Months Ended
                
                
                ToSeptember 30, 2009
                
                
                September 30, 2008
                
                
                September 30, 2009Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses
                
                
                10,214
                
                
                
                18,126
                
                
                
                31,713Loss
      Before Provision for Income Taxes
                
                
                (10,214
                )
                
                
                (18,126
                )
                
                
                (31,713
                )Income
      Tax Expense
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Loss
                
                $
                (10,214
                )
                
                $
                (18,126
                )
                
                $
                (31,713
                )Loss
      Per Share Basic and Diluted
                
                $
                Nil
                
                
                $
                Nil
                
                
                $
                0.01Weighted
      average - number of shares outstanding (basic and diluted)
                
                
                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’ EQUITY (DEFICIT)





THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 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
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                7,342
                
                
                
                (10,214
                )
                
                
                (2,872
                )Balance
      at September 30, 2009
                
                
                2,635,338
                
                
                $
                999
                
                
                $
                1
                
                
                $
                21,734
                
                
                $
                (31,713
                )
                
                $
                (8,979
                )





See notes
to the financial statements.
  -3-


BSV VII,
INC.


(A
Development Stage Company)





STATEMENTS OF CASH
FLOWS





NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND





THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009




(Unaudited)


September 22, 2004(Date of Inception)Nine Months Ended
                
                
                Nine Months Ended
                
                
                ToSeptember 30, 2009
                
                
                September 30, 2008
                
                
                September 30, 2009Cash
      Flows from Operating ActivitiesNet
      Loss
                
                $
                (10,214
                )
                
                $
                (18,126
                )
                
                $
                (31,713
                )Adjustments
      to reconcile net loss to net cash used in operating activities Increase in
      accounts payable
                
                
                2,872
                
                
                
                3,744
                
                
                
                8,979Net
      Cash Used in Operating Activities
                
                
                (7,342
                )
                
                
                (14,382
                )
                
                
                (22,734
                )Cash
      Flows from Financing ActivitiesStock
      Issued at inception
                
                
                -
                
                
                
                -
                
                
                
                1,000Increase
      in additional-paid-in-capital
                
                
                7,342
                
                
                
                14,382
                
                
                
                21,734Net
      Cash Provided by Financing Activities
                
                
                7,342
                
                
                
                14,382
                
                
                
                22,734Net
      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.
  -4-




BSV VII,
INC.


(A
Development Stage Company)





NOTES TO THE FINANCIAL
STATEMENTS





NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND





THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009




(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, 2009 amounting
to $31,713. 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.


-5-




BSV VII,
INC.
 (A
Development Stage Company)
 
 NOTES TO THE FINANCIAL
STATEMENTS
 
 NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009
 (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 FASB ASC 740, 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. A valuation
allowance related to a deferred tax asset is recorded when it is more likely
than not that some portion or the entire deferred tax asset will not be
realized.
 
 Earnings Per Common
Share:
 
 The
Company follows FASB ASC 260,Earnings Per Share. ASC 260 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.
 
 Subsequent
Events:
 
 FASB ASC
855, Subsequent Events,modified the subsequent event guidance. The three modifications to the
subsequent events guidance are: 1) To name the two types of subsequent events
either as recognized or non-recognized subsequent events, 2) To modify the
definition of subsequent events to refer to events or transactions that occur
after the balance sheet date, but before the financial statement are issued or
available to be issued and 3) To require entities to disclose the date through
which an entity has evaluated subsequent events and the basis for that date,
i.e. whether that date represents the date the financial statements were issued
or were available to be issued.  This guidance is effective for
interim or annual financial periods ending after June 15, 2009, and should be
applied prospectively.
 
 The
interim financial statements were approved by management and were issued on
November 23, 2009. Subsequent
events have been evaluated through this date.




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, 2009 AND 2008 AND
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009
 (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,FASB ASC 260, 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:





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.




NOTE 7 –
INCOME TAXES:


As of
September 30, 2009 and 2008, the Company had deferred tax assets recognized of
approximately $12,000 and $8,000 respectively, with equal corresponding
valuation allowances.  The deferred tax asset is a result of a net
operating loss carryforward.


-7-




BSV VII,
INC.
 (A
Development Stage Company)
 
 NOTES TO THE FINANCIAL
STATEMENTS
 
 NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009
 (Unaudited)


NOTE 8 –
NEW ACCOUNTING PRONOUNCEMENTS:




In
June 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-01, Topic 105 —
Generally Accepted Accounting Principles — amendments based on Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.This ASU reflected the issuance of FASB Statement No. 168. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for the issuance of FASB Statement No. 168, The FASB Accounting Standards
Codification TMand the
Hierarchy of Generally Accepted Accounting Principles.This Accounting
Standards Update includes Statement 168 in its entirety, including the
accounting standards update instructions contained in Appendix B of the
Statement. The Codification does not change current U.S. GAAP, but is intended
to simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one place. The
Codification is effective for interim and annual periods ending after
September 15, 2009, and as of the effective date, all existing accounting
standard documents will be superseded. The Codification is effective for the
Company in the second quarter of 2009, and accordingly, our Quarterly Report on
Form 10-Q for the quarter ending September 30, 2009 and all subsequent
public filings will reference the Codification as the sole source of
authoritative literature.
 
 In
June 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-02, Omnibus
Update—Amendments to Various Topics for Technical Corrections.This
omnibus ASU detailed amendments to various topics for technical corrections. The
adoption of ASU 2009-02 will not have a material impact on the Company’s
financial condition results of operation or cash flows.
 
 In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-03, SEC Update —
Amendments to Various Topics Containing SEC Staff Accounting Bulletins.This ASU updated cross-references to Codification text. The adoption of
ASU 2009-03 will not have a material impact on the Company’s financial condition
results of operation or cash flows.
 
 In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-04, Accounting
for Redeemable Equity Instruments — Amendment to Section 480-10-S99.This ASU represents an update to Section 480-10-S99, Distinguishing Liabilities from
Equity, per Emerging Issues Task Force Topic D-98, “Classification and
Measurement of Redeemable Securities.” The adoption of ASU 2009-04 will not have
a material impact on the Company’s financial condition results of operation or
cash flows.
  In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value.This Accounting Standards Update amends Subtopic 820-10, Fair Value
Measurements and Disclosures-Overall, for the fair value measurement of
liabilities. The adoption of ASU 2009-05 is not expected to have a material
impact on the Company’s financial condition results of operation or cash
flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-06, Implementation Guidance on
Accounting for Uncertainty in Income Taxes and Disclosure Amendments for
Nonpublic Entities.This Accounting Standards Update provides additional
implementation guidance on accounting for uncertainty in income taxes and
eliminates the disclosures required by paragraph 740-10-50-15(a) through
(b) for nonpublic entities. The adoption of ASU 2009-06 will not have a
material impact on the Company’s financial condition results of operation or
cash flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-07, Technical
Corrections to SEC Paragraphs. This Accounting Standards Update corrected
SEC paragraphs in response to comment letters. The adoption of ASU 2009-07 will
not have a material impact on the Company’s financial condition results of
operation or cash flows.


-8-




BSV VII,
INC.
 (A
Development Stage Company)
 
 NOTES TO THE FINANCIAL
STATEMENTS
 
 NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND
 
 THE PERIOD FROM SEPTEMBER
22, 2004 (Date of Inception) TO SEPTEMBER 30, 2009
 (Unaudited)






In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-08, Earnings Per
Share Amendments to Section 260-10-S99. This Codification Update
represents technical corrections to Topic 260-10-S99, Earnings per Share, based
on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes
a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08
will not have a material impact on the Company’s financial condition results of
operation or cash flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-09, Accounting
for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees. This Accounting Standards Update represents a
correction to Section 323-10-S99-4 and 505-50-S99-2. Accounting by an
Investor for Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Section 323-10-S99-4 was originally entered into the Codification
incorrectly. The adoption of ASU 2009-09 will not have a material impact on the
Company’s financial condition results of operation or cash flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-10, Financial
Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic
940-325. This Accounting Standards Update codifies the Observer comment
in paragraph 17 of EITF 02-3, Issues Involved in Accounting for Derivative
Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and
Risk Management. The adoption of ASU 2009-10 will not have a material impact on
the Company’s financial condition results of operation or cash
flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-11, Extractive
Activities-Oil and Gas, Amendment to Section 932-10-S99. This
Accounting Standards Update represents a technical correction to the SEC
Observer comment in EITF 90-22, Accounting for Gas-Balancing Arrangements. The
adoption of ASU 2009-11 will not have a material impact on the Company’s
financial condition results of operation or cash flows.
  In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-12, Fair Value
Measurements and Disclosures (Topic 820), Investments in Certain Entities that
Calculate Net Asset Value per Share (or Its Equivalent). This Accounting
Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures-Overall, to provide guidance on the fair value measurement of
investments in certain entities that calculate net asset value per share (or its
equivalent). The amendments in this Update are effective for interim and annual
periods ending after December 15, 2009. The Company is currently evaluating the
impact of ASU 2009-12 on the Company’s financial statements.
  In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-13, Revenue
Recognition (Topic 605),: Multiple Deliverable Revenue Arrangements-a consensus
of the FASB Emerging Issue Task Force.This Accounting Standards Update
amends Subtopic 605-25, separating consideration in multiple-deliverable
arrangements. This amendment in this Update will be effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is currently evaluating the
impact of ASU 2009-13 on the Company’s financial statements.
  In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-14, Software
(Topic 985),: Certain Revenue Arrangements That Include Software Elements- a
consensus of the FASB Emerging Issue Task Force.This
Accounting Standards Update amends Subtopic 985-605, Software-Revenue
Recognition. This amendment in this Update will be effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is currently evaluating the
impact of ASU 2009-14 on the Company’s financial statements.
  In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing (Topic 470).This Accounting Standards Update amends
Subtopic 470-20, Debt with Conversion and Other Options and Subtopic 260-10,
Earnings Per Share. The adoption of ASU 2009-15 will not have a material impact
on the Company’s financial condition results of operation 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 position or results of operations.


-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.





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.





4




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 September 30, 2009 amounting to $31,713. The Company's ability
to meet its future obligations is dependent upon its ability to raise capital
and close on a potential business combination. 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.





Assets





At
September 30, 2009 and December 31, 2008, the Company had no cash and no other
assets.





Liabilities





The
Company’s total current liabilities at September 30, 2009 and December 31, 2008
were $8,979 and $6,107, respectively, 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
September 30, 2009, the Company had a stockholders’ deficit of $8,979 compared
to $6,107 at December 31, 2008. The increase was due to increased
liabilities.




5




Revenues





To date,
the Company has not generated any revenues.





Net Loss





For the
nine month periods ended September 30, 2009 and 2008, the Company had a net loss
of $10,214 and $18,126, respectively. From the Company’s date of inception
(September 22, 2004) to September 30, 2009, the Company had a net loss of
$31,713.





Expenses





For the
nine months ended September 30, 2009, the Company had expenses of $10,214
compared to $18,126 for the nine month period ended September 30, 2008.  
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 June 30, 2009. For the period from the Company’s
inception on September 22, 2004 to September 30, 2009, the Company’s expenses
were $31,713. 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, quarterly and periodic reports with the SEC pursuant to the requirements
of the Securities Exchange Act of 1934, as amended.




Liquidity and Capital
Resources





At
September 30, 2009, the Company had no cash and no other assets. The Company’s
current liabilities at September 30, 2009 and December 31, 2008 were $8,979 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. At September 30, 2009, the
Company had an accumulated deficit of $31,713.




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 Company’s independent auditors have
expressed their doubt as to the Company’s ability to continue as a going
concern.





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





FortheNine
                    MonthsEnded
                  
                  
                  For the Period
                    September 22,
                    2004
                    (Inception) toSeptember
                    30,
                    2009
                  
                  
                  September
                    30,
                    2008
                  
                  
                  September
                    30,
                    2009Net
      Cash Used in Operating Activities
                  
                  $
                  (7,342
                  )
                  
                  $
                  (14,382
                  )
                  
                  $
                  (22,734
                  )Net
      Cash Provided by Investing Activities
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Net
      Cash Provided by Financing Activities
                  
                  $
                  7,342
                  
                  
                  $
                  14,382
                  
                  
                  $
                  22,734Net
      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.





6




At
September 30, 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.




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, 2009, our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures were not 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.





Our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures had the following
deficiency:




●
            We were unable to maintain any
      segregation of duties within our business operations due to our reliance
      on a single individual fulfilling the role of both our Principal Executive
      Officer and Principal Financial Officer. While this control deficiency did
      not result in any audit adjustments to our interim or annual financial
      statements, it could have resulted in a material misstatement that might
      have been prevented or detected by a segregation of duties. Accordingly we
      have determined that this control deficiency constitutes a material
      weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





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, 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.




7




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.





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




8




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 23, 2009
              BSV
      VII, INC.By:
              /s/
      Douglas A. DyerTitle:
      President(Principal
      Executive Officer)(Principal
      Financial and Accounting
Officer)




9