**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** **June
      30, 2008**





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.**


(Name
      of
      Small Business Issuer 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)
      265-5062**


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





**N/A**


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Copies
      to :


**The
      Sourlis Law Firm**


**Virginia
      K. Sourlis, Esq.**


**The
      Galleria**


**2
      Bridge Avenue**


**Red
      Bank, New Jersey 07701**


**(732)
      530-9007**


**www.SourlisLaw.com**





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





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


Yes x No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
      One):





Large
                accelerated filer
            o
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            Smaller
                reporting company
            x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of August 14, 2008 **:** 2,485,338
      and 150,000 shares of Class A Common Stock and Class B Common Stock,
      respectively.





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










**TABLE
      OF CONTENTS**


**Page****PART
                  I - FINANCIAL INFORMATION**Item
                  1.
              Financial
                  Statements
              1Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              12Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              14Item
                  4T.
              Controls
                  and Procedures
              15**PART
                  II - OTHER INFORMATION**
              16Item
                  1.
              Legal
                  Proceedings
              16Item
                  1A.
              Risk
                  Factors
              16Item
                  2.
              Unregistered
                  Sale of Equity Securities and Use of Proceeds
              16Item
                  3.
              Defaults
                  Upon Senior Securities
              16Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              16Item
                  5.
              Other
                  Information
              16Item
                  6.
              Exhibits
              16**SIGNATURES**
              17








**PART
      I - FINANCIAL INFORMATION**





**Item
      1.  Financial Statements.**


BSV
        VII,
        INC.
 (A
        Development Stage Company)
 
 FINANCIAL
        STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception)
 
 TO
        JUNE
        30, 2008
  -1-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 FINANCIAL
        STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 FOR
        THE PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception)
 
 TO
        JUNE 30, 2008
 
 CONTENTS
 PageFINANCIAL
                    STATEMENTS:Balance
                    Sheets
                3Statements
                    of Operations
                4Statement
                    of Changes in Stockholders’ Deficit
                5Statements
                    of Cash Flows
                6Notes
                    to the Financial Statements
                7 -
                    11
  -2-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 BALANCE
        SHEETS
 
 JUNE
        30, 2008 AND DECEMBER 31, 2007
 June
                    30,
                  2008
                
                December
                    31,
                  2007(Unaudited)
                
                (Audited)ASSETSTOTAL
                    ASSETS
                
                $
                -
                
                $
                -LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)ACCOUNTS
                    PAYABLE
                
                $
                2,594
                
                $
                -STOCKHOLDERS'
                    EQUITY (DEFICIT): (Note 4)Common
                    stock-Class A, no par value, authorized 80,000,000, shares issued
                    and
                    outstanding 2,485,338; at June 30, 2008 and December 31,
                    2007
                
                
                999
                
                
                999Common
                    stock -Class B, no par value, authorized 20,000,000, shares,
                    issued and
                    outstanding 150,000 at June 30, 2008 and December 31, 2007
                
                
                1
                
                
                1Preferred
                    stock, no par value, authorized 5,000,000 shares, no shares issued
                    or
                    outstanding
                
                
                -
                
                
                -Additional-paid-in-capital
                
                
                12,114
                
                
                -Deficit
                    accumulated during the development stage
                
                
                (
                    15,708
                )
                
                (
                    1,000
                )TOTAL
                    STOCKHOLDERS’ DEFICIT
                
                
                (
                    2,594
                )
                
                -TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                
                $
                -
                
                $
                -
  See
        notes to the financial
        statements.
 -3-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 STATEMENTS
        OF OPERATIONS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception)
 
 TO
        JUNE 30, 2008
 
 (UNAUDITED)
  Six
                  Months Ended
              
              Six
                  Months Ended
              
              September
                          22,
                      2004
                    (Date
                      of
                  Inception)
                ToJune
                  30,
                2008
              
              June
                  30,
                2007
              
              June
                  30,
                2008Revenues
              
              $
              -
              
              $
              -
              
              $
              -Expenses
              
              
              14,708
              
              
              -
              
              
              15,708Loss
                    Before Provision for Income Taxes
              
              
              (14,708
              )
              
              -
              
              
              (15,708
              )Income
                  Tax Expense
              
              
              -
              
              
              -
              
              
              -Net
                  Loss
              
              $
              (14,708
              )
              $
              -
              
              $
              (15,708
              )Loss
                  Per ShareBasic
              
              $
              (0.01
              )
              $
              -
              
              $
              (0.01
              )Weighted
                    average - number of shares outstanding
              
              
              2,635,338
              
              
              2,635,338
              
              
              2,635,338
  See
        notes
        to the financial statements.
  -4-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 STATEMENT
        OF CHANGES IN STOCKHOLDERS’ DEFICIT
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 (UNAUDITED)
 Shares
                
                Common
                        Stock
                        Class
                          A
                
                Common
                      Stock
                      Class
                        B
                
                Additional
                      Paid
                        in Capital
                
                Deficit
                          Accumulated
                          During
                          Development
                          Stage
                
                TotalCommon
                      stock issuedat inception
                
                
                2,485,338
                
                $
                999
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                999Common
                      stock issuedat inception
                
                
                150,000
                
                
                -
                
                
                1
                
                
                -
                
                
                -
                
                
                12004
                    Activity
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,000
                )
                
                (1,000
                )2005
                    Activity
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -2006
                    Activity
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -2007
                    Activity
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balance
                    at December 31, 2007
                
                
                2,635,338
                
                
                999
                
                
                1
                
                
                -
                
                
                (1,000
                )
                
                -2008
                    Activity
                
                
                -
                
                
                -
                
                
                -
                
                
                12,114
                
                
                (14,708
                )
                
                (2,594
                )Balance
                    at June 30, 2008
                
                
                2,635,338
                
                $
                999
                
                $
                1
                
                $
                12,114
                
                $
                (15,708
                )
                $
                (2,594
                )
 See
        notes to the financial
        statements.
 -5-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 STATEMENTS
        OF CASH FLOWS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 (UNAUDITED)
 Six
                    Months Ended
                
                Six
                    Months Ended
                
                September
                            22,
                          2004
                          (Date
                            of
                          Inception)
                          ToJune
                    30,
                  2008
                
                June
                    30,
                  2007
                
                June
                    30,
                  2008Net
                    Loss
                
                $
                (14,708
                )
                $
                -
                
                $
                (15,708
                )Adjustments
                    to reconcile net loss to net cash
                    used in operating activitiesIncrease
                    in accounts payable
                
                
                2,594
                
                
                -
                
                
                2,594Net
                    Cash Used in Operating Activities
                
                
                (12,114
                )
                
                -
                
                
                (13,114
                )Cash
                    Flows from Financing ActivitiesStock
                    Issued at inception
                
                
                -
                
                
                -
                
                
                1,000Increase
                    in additional-paid -in captial
                
                
                12,114
                
                
                -
                
                
                12,114Net
                    Cash Provided by Financing Activities
                
                
                12,114
                
                
                -
                
                
                13,114Net
                    change in cash
                
                
                -
                
                
                -
                
                
                -Cash
                    at beginning of period
                
                
                -
                
                
                -
                
                
                -Cash
                    at end of period
                
                $
                -
                
                $
                -
                
                $
                -
 
 See
        notes to the financial
        statements.
 -6-
 BSV
        VII, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO THE FINANCIAL STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 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 June 30, 2008 amounting
        to
        $15,708. 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.
  -7-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO THE FINANCIAL STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 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.
  -8-
 BSV
        VII, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO THE FINANCIAL STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 NOTE
        4 -
        STOCKHOLDERS’ EQUITY (Continued):
 
 The
        Company's Board of Directors has the power to issue any or all of the authorized
        but unissued Common Stock without stockholder approval. The Company currently
        has no commitments to issue any shares of common stock. However, the Company
        will, in all likelihood, issue a substantial number of additional shares
        in
        connection with a business combination. Since the Company expects to issue
        additional shares of common stock in connection with a business combination,
        the
        ultimate ownership of the gift share donees is likely to be less than 5%
        of the
        issued and outstanding common stock of the Company. It is impossible to predict
        whether a business combination will ultimately result in dilution to donees.
        If
        the target has a relatively weak balance sheet, a business combination may
        result in significant dilution. If a target has a relatively strong balance
        sheet, there may be no dilution.
 
 The
        Company authorized 5,000,000 shares of preferred stock. Currently, there
        are no
        shares of preferred stock issued or outstanding.
 
 Additional
        paid-in-capital represents professional fees incurred by the Company which
        have
        been paid by a related entity (See note 6).
 
 NOTE
        5 -
        EARNINGS PER SHARE:
 
 The
        Company accounts for earnings per share under Statement of Financial Accounting
        Standards No. 128 "Earnings Per Share", which requires presentation of basic
        earnings per share ("Basic EPS") and diluted earnings per share ("Diluted
        EPS").
        The computation of Basic EPS is computed by dividing net income by the weighted
        average number of outstanding common shares during the period. Diluted EPS
        gives
        effect to all dilutive potential common shares outstanding during the
        period.
 
 The
        shares used in the computation are as follows:
 2008
                
                2007Basic
                    and Diluted EPS
                
                
                2,635,338
                
                
                2,635,338
 
 -9-
  BSV
        VII, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO THE FINANCIAL STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
 
 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 such as described
        on Note 1. Therefore, the Company will reflect all expenses paid on their
        behalf
        in their financial statements and record as additional
        paid-in-capital.
 
 NOTE
        7 -
        INCOME TAXES:
 
 As
        of
        June 30, 2008 and 2007, the Company had deferred tax assets recognized of
        approximately $5,000 and $400 respectively, with equal corresponding valuation
        allowances. The deferred tax asset is a result of a net operating loss
        carryforward.
 
 NOTE
        8 -
        NEW ACCOUNTING PRONOUNCEMENTS:
 
 In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 157 (“FAS 157”), *Fair
        Value Measurements* ,
        which
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (“GAAP”), and expands disclosures about
        fair value measurements. FAS 157 applies under other accounting pronouncements
        that require or permit fair value measurements. Prior to FAS 157, there were
        different definitions of fair value and limited guidance for applying those
        definitions in GAAP. Moreover, that guidance was dispersed among the many
        accounting pronouncements that require fair value measurements. Differences
        in
        that guidance created inconsistencies that added to the complexity in applying
        GAAP. The changes to current practice resulting from the application of FAS
        157
        relate to the definition of fair value, the methods used to measure fair
        value,
        and the expanded disclosures about fair value measurements. FAS 157 is effective
        for financial statements issued for fiscal years beginning after November
        15,
        2007, and interim periods within those fiscal years. The Company does not
        expect
        the adoption of FAS 157 to have an effect on its financial
        statements.
  -10-
 
 BSV
        VII, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO THE FINANCIAL STATEMENTS
 
 SIX
        MONTHS ENDED JUNE 30, 2008 AND 2007 AND
 
 THE
        PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO JUNE 30,
        2008
  NOTE
        8 -
        NEW ACCOUNTING PRONOUNCEMENTS (Continued):
 
 December
        2007, the FASB issued SFAS No. 141(R), " *Business
        Combinations* ,"
        which
        replaces SFAS No. 141, " *Business
        Combinations* ,"
        which,
        among other things, establishes principles and requirements for how an acquirer
        entity recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed (including intangibles) and any
        noncontrolling interests in the acquired entity. SFAS No. 141(R) applies
        prospectively to business combinations for which the acquisition date is
        on or
        after the beginning of the first annual reporting period beginning on or
        after
        December 15, 2008. The Company is currently evaluating what impact the adoption
        of SFAS No. 141(R) will have on the financial statements.
  The
          Company has implemented all new accounting pronouncements that are in effect
          and
          that may impact its financial statements and does not believe that there
          are any
          other new accounting pronouncements that have been issued that might have
          a
          material impact on its financial statements.
  -11-




**Item
      2.  Management's Discussion and Analysis or Plan of
      Operation.**





**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.




-12-





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





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




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





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





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





**GOING
      CONCERN**





The
      Company has been in the development stage since its inception in 2004 to present
      and has incurred losses from its inception through June 30, 2008 amounting
      to
      $15,708. 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. 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.




-13-





**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.




As
      of
      June 30, 2008, the Company had an accumulated deficit of $15,708, compared
      to
      $1,000 as of June 30, 2007, and there is doubt as to the Company’s ability to
      continue as a going concern.





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





For
      the
      six month periods ended June 30, 2008 and 2007, the Company had a net loss
      of
      $14,708 and $0 respectively. From the Company’s date of inception (September 22,
      2004) to June 30, 2008, the Company had a net loss of $15,708. These losses
      were
      mostly due to legal, accounting, audit and other professional service fees
      incurred in relation to the filing of the Company’s Registration Statement on
      Form 10-SB filed on February 1, 2008.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2008 and 2007, the Company had assets equal to $0. The Company’s
      current liabilities as of June 30, 2008 and June 30, 2007 totaled $2,594 and
      $0,
      respectively, comprised of accounts payable.




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





For
      the Cumulative Period from September 22, 2004 (Inception) to June 30,
      2008


Operating
                  activities
              
              $
              (13,114
              )Investing
                  activities
              
              $
              —Financing
                  activities
              
              $
              13,114Net
                  effect on cash
              
              $
              0




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





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





**Off-Balance
      Sheet Arrangements**





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





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





N/A.





-14-




**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 June 30, 2008, our
        Chief
        Executive Officer and Chief Financial Officer have concluded that our disclosure
        controls and procedures were sufficiently effective to ensure that the
        information required to be disclosed by us in this Report was (i) recorded,
        processed, summarized and reported within the time periods specified in the
        SEC’s rules and instructions for Form 10-Q.




*Changes
      in Internal Controls.*





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





*Limitations
      on the Effectiveness of Controls.*





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




-15-





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





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





**Item
      1A. Risk Factors.**





N/A.





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





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





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





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





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





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





None.





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





None.





**Item
      5. Other Information.**




None.




**Item
      6. Exhibits.**





**No.:**
            
            **Description:**31.1
            
            Certification
                pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
            
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002


-16-


**SIGNATURES**





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




Dated:
              August 14, 2008
            **BSV
                VII, INC.**By:
            /s/ Douglas
              A. DyerName: Douglas A. Dyer
              Title: President


-17-