SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):  April 12, 2004
                                                           --------------

                                FI-TEK VII, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

          Delaware                       0-27471                 84-1148206
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                     300 High Street, Denver, Colorado 80218
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (303) 778-7443
                                 --------------
              (Registrant's telephone number, including area code)

























This Form 8-K consists of 4 pages.


<PAGE>






Item 4.  Changes in Registrant's Certifying Accountant
------------------------------------------------------

     The independent  accountants who were engaged as the principal  accountants
to audit the registrant's  financial  statements for the fiscal years ended June
30, 2003 and 2002,  were  Comiskey & Co. P.C.,  of Denver,  Colorado.  On May 7,
2004, Comiskey & Co. P.C. resigned as the registrant's independent auditors. The
resignation was mandated by the provisions of the Sarbanes-Oxley Act of 2002, or
the regulations  promulgated  thereunder,  that impose limits upon the period of
time over which an audit partner may serve a registrant.

     The reports of Comiskey & Co. P.C. did not contain an adverse  opinion or a
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit scope, or accounting principles.

     Because the decision to resign was that of Comiskey & Co. P.C.  alone,  and
was taken solely to comply with the  limitations  imposed by the  Sarbanes-Oxley
Act of 2002, the  termination of that firm's  engagement with the registrant was
neither recommended nor approved by the registrant's board of directors. Neither
during the fiscal years ended June 30, 2003 and 2002,  nor during any subsequent
interim period was there any disagreement  between the registrant and Comiskey &
Co.  P.C.  on any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing  scope or  procedure.  Through May 10, 2004,
moreover, the registrant had not received notice from Comiskey & Co. P.C. of any
"reportable  events" within the meaning of Item  304(a)(1)(iv)(B)  of Regulation
S-B.

     On April 12, 2004, in  anticipation  of the  resignation  of Comiskey & Co.
P.C., the registrant  engaged  Stark,  Winter,  Schenkein & Co., LLP, of Denver,
Colorado, to serve as the registrant's  independent auditors for the fiscal year
ending June 30,  2004.  During the two most recent  fiscal years and the interim
period  through May 10, 2004,  the  registrant  did not consult  Stark,  Winter,
Schenkein & Co., LLP, on any matter requiring disclosure in this Form 8-K.


Item 7.  Financial Statements and Exhibits
------------------------------------------

     (a)  Financial Statements of Businesses Acquired
     ------------------------------------------------

          None

     (b)  Pro Forma Financial Information
     ------------------------------------

          None

     (c)  Exhibits
     -------------

          16.1 Letter of Comiskey & Co. P.C., dated May 10, 2004






                                       -2-
<PAGE>








                                   SIGNATURES
                                   ----------

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


Date:  May 11, 2004                         FI-TEK VII, INC.


                                            By: /s/       Frank L. Kramer
                                                --------------------------------
                                                Frank L. Kramer, President
                                                  (Principal Executive Officer)


                                            By: /s/       Ronald J. Miller
                                                --------------------------------
                                                Ronald J. Miller, Secretary and
                                                Treasurer
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)




































                                       -3-
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{"company-data": {"conformed-name": "FI TEK VII INC", "cik": "0000869498", "assigned-sic": "6799", "irs-number": "841148206", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27471", "film-number": "04795972"}, "business-address": {"street1": "300 HIGH ST", "city": "DENVER", "state": "CO", "zip": "80218", "phone": "3037787443"}, "mail-address": {"street1": "300 HIGH ST", "city": "DENVER", "state": "CO", "zip": "80218"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):  April 12, 2004
                                                           --------------

                                FI-TEK VII, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

          Delaware                       0-27471                 84-1148206
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                     300 High Street, Denver, Colorado 80218
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (303) 778-7443
                                 --------------
              (Registrant's telephone number, including area code)

This Form 8-K consists of 4 pages.
Item 4.  Changes in Registrant's Certifying Accountant
------------------------------------------------------

     The independent  accountants who were engaged as the principal  accountants
to audit the registrant's  financial  statements for the fiscal years ended June
30, 2003 and 2002,  were  Comiskey & Co. P.C.,  of Denver,  Colorado.  On May 7,
2004, Comiskey & Co. P.C. resigned as the registrant's independent auditors. The
resignation was mandated by the provisions of the Sarbanes-Oxley Act of 2002, or
the regulations  promulgated  thereunder,  that impose limits upon the period of
time over which an audit partner may serve a registrant.

     The reports of Comiskey & Co. P.C. did not contain an adverse  opinion or a
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit scope, or accounting principles.

     Because the decision to resign was that of Comiskey & Co. P.C.  alone,  and
was taken solely to comply with the  limitations  imposed by the  Sarbanes-Oxley
Act of 2002, the  termination of that firm's  engagement with the registrant was
neither recommended nor approved by the registrant's board of directors. Neither
during the fiscal years ended June 30, 2003 and 2002,  nor during any subsequent
interim period was there any disagreement  between the registrant and Comiskey &
Co.  P.C.  on any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing  scope or  procedure.  Through May 10, 2004,
moreover, the registrant had not received notice from Comiskey & Co. P.C. of any
"reportable  events" within the meaning of Item  304(a)(1)(iv)(B)  of Regulation
S-B.

     On April 12, 2004, in  anticipation  of the  resignation  of Comiskey & Co.
P.C., the registrant  engaged  Stark,  Winter,  Schenkein & Co., LLP, of Denver,
Colorado, to serve as the registrant's  independent auditors for the fiscal year
ending June 30,  2004.  During the two most recent  fiscal years and the interim
period  through May 10, 2004,  the  registrant  did not consult  Stark,  Winter,
Schenkein & Co., LLP, on any matter requiring disclosure in this Form 8-K.

Item 7.  Financial Statements and Exhibits
------------------------------------------

     (a)  Financial Statements of Businesses Acquired
     ------------------------------------------------

          None

     (b)  Pro Forma Financial Information
     ------------------------------------

          None

     (c)  Exhibits
     -------------

          16.1 Letter of Comiskey & Co. P.C., dated May 10, 2004

                                       -2-
SIGNATURES
                                   ----------

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

Date:  May 11, 2004                         FI-TEK VII, INC.

                                            By: /s/       Frank L. Kramer
                                                --------------------------------
                                                Frank L. Kramer, President
                                                  (Principal Executive Officer)

                                            By: /s/       Ronald J. Miller
                                                --------------------------------
                                                Ronald J. Miller, Secretary and
                                                Treasurer
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)

                                       -3-