UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUTH STREET VENTURES VII, INC.
(NAME OF SMALL BUSINESS ISSUER IN OUR CHARTER)

NORTH CAROLINA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

7380 20-0636022
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

6201 Fairview Road, Suite 200 - Charlotte, North Carolina 28210
(704) 944-3140
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

Charles W. Barkley
6201 Fairview Road, Suite 200
Charlotte, North Carolina 28210
(704) 944-3140
(NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)

COPIES TO:

Michael Killman, CFO Charles Barkley
South Street Ventures VII, Inc. Attorney at Law
1931 E. 37th Street, Ste 7 6201 Fairview Road, Suite 200
Odessa, Texas 79762 Charlotte, North Carolina 28210
(432) 363-0067 Office (704) 944-3140 Office
(432) 363-0376 Fax (704) 552-6332 Fax

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (1)(3) Price (1) Fee (1)
- ------------------- ------------ --------------- ---------- ------------

Common Stock 1,290,000 (2) $0.25 (2) $ 322,500 $40.23
($.001 par value)
- ------------------- ------------ --------------- ---------- ------------
Totals 1,290,000 $0.25 $ 322,500 $40.23
- ------------------- ------------ --------------- ---------- ------------

(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee for the shares of the Selling Security Holders and the
resale of the shares that will be distributed as a dividend distribution to
shareholders of South Street Ventures VII, Inc., a North Carolina
corporation ("South Street"). The sale of the shares of the Selling
Security Holders and the resale of the shares that are being distributed to
the selling shareholders of South Street (the "South Street Selling
Security Holders") are being registered pursuant to this Registration
Statement. The registration fee for the shares of the Selling Security
Holders and the registration fee for the shares of the South Street Selling
Security Holders are both based upon a value of $.25.

(2) Our Selling Security Holders hold 890,000 of the shares, which they are
registering. These shares will be sold at $.25 until the shares are traded
on the Over-the-Counter Bulletin Board and thereafter at prevailing market
prices. China World Trade Corp. ("China World Trade"), holds 400,000
shares, which will be distributed as a dividend distribution ratably to the
China World Trade Selling Security Holders on the basis of one share of our
common stock for approximately Forty Four shares of China World Trade
common stock. This distribution of these shares is being registered
pursuant to this Registration Statement. In addition, the resale of the
shares of the China World Trade Selling Security Holders is also being
registered hereunder. The shares of all Selling Security Holders will be
sold at $.25 until the shares are traded on the Over-the-Counter Bulletin
Board and thereafter at prevailing market prices.

(3) The Company will pay the expenses of this registration statement.

The information in this prospectus is not complete and may be changed. Our
company and the selling shareholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a) may determine.

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PROSPECTUS
SOUTH STREET VENTURES VII, INC.

A NORTH CAROLINA CORPORATION

1,290,000 SHARES OF COMMON STOCK

Certain Selling Security Holders of South Street Ventures VII, Inc. ("South
Street," "we," "us,""our") are offering 890,000 shares of our common stock for
sale. In addition, our strategic partner, China World Trade Corp. ("China World
Trade") is distributing 400,000 shares of our common stock as a dividend
distribution to its shareholders of record as of June 30, 2004, on the basis of
one share of our common stock for each Forty Four shares of China World Trade
common stock. Fractional shares will be rounded up. Finally, the China World
Trade Security Holders are offering for resale the 400,000 shares of our common
stock which they receive in the dividend distribution.

To summarize, this offering is comprised of securities registered for sale by
the Selling Security Holders, securities registered pursuant to a dividend
distribution of 400,000 shares of our common stock to holders of China World
Trade common stock, and securities registered for sale by the China World Trade
Selling Security Holders.

China World Trade shareholders are not required to take any action to receive
their shares of our common stock. No consideration need be paid by the holders
of China World Trade shares for our shares.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. Our
company may not sell these securities until the registration filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

The date of this preliminary prospectus is ______, 2004.

AVAILABLE INFORMATION

We will be required to file reports and other information with the Securities
and Exchange Commission under Sections 13 and 15(d). Such reports and other
information filed by us can be inspected and copied at the public reference
facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Requests for copies should be directed to the
Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
------------------
other information regarding registrants that file electronically.

We have filed with the Commission a Registration on Form SB-2 of which this
Prospectus constitutes a part, under the Securities Act of 1933, as amended.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules of the Commission. For further information pertaining to us,
reference is made to the Registration Statement. Statements contained in this
Prospectus or any documents incorporated herein by reference concerning the
provisions of documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement are on file at the offices of the Commission, and may be inspected
without charge at the offices of the Commission, the addresses of which are set
forth above, and copies may be obtained from the Commission at prescribed rates.
The Registration Statement has been filed electronically through the
Commission's Electronic Data Gathering, Analysis and Retrieval System and may be
obtained through the Commission's Web site (http:// www.sec.gov).

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TABLE OF CONTENTS

Prospectus Information Page

Front Cover Page of Prospectus 3
Inside Front and Outside Back Cover Pages of Prospectus 4
Summary Information 6
Risk Factors 9
Use of Proceeds 14
Determination of Offering Price 15
Dilution 15
Selling Security Holders 16
Plan of Distribution 16
Legal Proceedings 16
Directors, Executive Officers, Promoters and Control Persons 17
Security Ownership of Certain Beneficial Owners and Management 18
Description of Securities 19
Interest of Experts and Counsel 20
Disclosure of Commission Position on Indemnification 20
for Securities Act Liabilities 21
Organization Within Last Five Years 22
Description of Business 23
Reports to Securities Holders 26
Management's Discussion and Analysis or Plan of Operation 27
Description of Property 30
Certain Relationships and Related Transactions 30
Market for Common Equity and Related Stockholder Matters 31
Executive Compensation 33
Financial Statements 34
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

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SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

THE FOLLOWING IS A SUMMARY OF THE PERTINENT INFORMATION REGARDING THIS
OFFERING. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND RELATED NOTES INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. THE PROSPECTUS SHOULD BE READ IN ITS ENTIRETY, AS THIS
SUMMARY DOES NOT CONTAIN ALL FACTS NECESSARY TO MAKE AN INVESTMENT DECISION.

PROSPECTUS SUMMARY

SUMMARY OF THE OFFERING

THE COMPANY:

We were formed as a North Carolina corporation on December 12, 2001 as South
Street Ventures VII, Inc. We operate through our wholly owned subsidiary,
yourincorporation.com, Inc., a North Carolina corporation that was formed on
July 15, 2003. We are in the business of providing online incorporation services
for business corporations, limited liability companies and non-profit
corporations through our e-commerce website at www.yourincorporation.com. In
addition we intend to arrange registered agent, registered office, mail
forwarding and affiliate services. We are an early stage company with only
minimal sales. Our offices are at 6201 Fairview Road, Suite 200, Charlotte, NC
28210.

On June 30, 2004, we entered into a strategic alliance with China World Trade
Corp., ("China World Trade"), a Nevada Corporation. China World Trade represents
that it operates business clubs in major cities of China in association with the
World Trade Center Association and intends to launch a proprietary web site at
www.chinaworldtrade.com. As part of our agreement, China World Trade will offer
- -----------------------
our online incorporation services to its shareholders and business club members
at a preferential rate using a specific discount code. As payment for the
Agreement, we issued 400,000 shares of our common stock to China World Trade.

China World Trade plans to make a registered dividend distribution of our shares
pursuant to this prospectus to its outstanding shareholders, on the basis of one
share of South Street common stock for each Forty Four shares of China World
Trade common stock owned. There were 85 shareholders of China World Trade common
stock as of the filing of its most recent Form 10KSB.

RISK FACTORS: This offering involves a high degree of risk,
elements of which include:

- We are a new business and we have not proven
our ability to generate profits.
- Our independent auditors have noted that
there is substantial doubt about our ability
to continue as a going concern.
- We may need to raise money.
- Competition in the e-commerce world is fierce
and we may not be able to compete and
survive.
- The industry in which we operate and the
market for our services is characterized by
rapid technological developments, evolving
industry standards, and frequent new product
and service introductions and enhancements.
- Our market is characterized by an increasing
number of entrants that have introduced or
developed services similar to those offered
by us.
- Because our stock is considered a penny stock
any investment in our stock is considered to
be a high-risk investment and is subject to
restrictions on marketability.
- We depend on the Internet.
- Breaches of security and computer viruses on
the Internet may adversely affect our
business by slowing the growth of eBusiness.
- Because the price at which the shares are
offered is higher than our current per share
value, immediate dilution of value of our
stock will occur.
- Our intellectual property is not protected.
- We depend on a third party to develop and
maintain our e-commerce website.
- Our principal stockholders control our
business affairs in which case you will have
little or no participation in our business
affairs.
- If we lose the services of our president, our
business may be impaired.
- We have never paid dividends on our common
stock and you may never receive dividends.
There is a risk that an investor in our
company will never see a return on investment
and the stock may become worthless.
- There is currently no market for our Common
Stock.
- Future sales of our common stock could put
downward selling pressure on our shares, and
adversely affect the stock price.
- This offering is being conducted by our
officers and directors; there is no minimum
offering amount.
- The offering price was arbitrarily determined
and bears no relation to our assets,
revenues, book value or other traditional
criteria of value.

SHARES OF COMMON 10,000,000 shares
STOCK OUTSTANDING
AS OF THE DATE OF
THIS PROSPECTUS:

SHARES OF COMMON 10,400,000 shares
STOCK OUTSTANDING
AFTER OFFERING,

TERMS OF THE OFFERING

As of June 30, 2004, we had 1,000,000 shares of our common stock outstanding. On
July 2, 2004 our Board of Directors authorized a 10 for 1 split up of our stock.
This offering is comprised of a registered securities offering of 890,000 shares
by the Selling Security Holders, a registered dividend distribution of 400,000
shares of our common stock to holders of China World Trade common stock and a
registered securities offering by the China World Trade Selling Security Holders
of the shares of common stock which they receive in the dividend distribution.
Both the Selling Security Holders and the China World Trade Selling Security
Holders will sell their shares at $0.25 until the shares are traded on the
Over-the-Counter Bulletin Board and thereafter at prevailing market prices.
400,000 shares of our common stock will be issued as a dividend distribution to
shareholders of China World Trade of record as of June 30, 2004 on the basis of
one share of our common stock for each Forty Four shares of China World Trade
common stock. There will be no fractional shares distributed.

Because of China World Trade's role in the distribution, it will likely be
deemed to be a "statutory underwriter" within the meaning of Section 2(11) of
the Securities Act. China World Trade has advised us that it will comply with
prospectus delivery requirements that would apply to a statutory underwriter in
connection with the distribution of our shares to its shareholders. Further,
China World Trade has acknowledged that it is familiar with the
anti-manipulation rules of the SEC, including Regulation M. These rules may
apply to sales by China World Trade in the market if a market develops. However,
China World Trade will not own any shares of our company after the distribution
and has no plans for future sales or purchases.

Regulation M prohibits any person who participates in a distribution from
bidding for or purchasing any security which is the subject of the distribution
until the entire distribution is complete. It also prohibits purchases to
stabilize the price of a security in the distribution.

We have agreed to pay all estimated expenses of registering the securities.
Although we will pay all offering expenses, we will not receive any proceeds
from the sale of the securities.

TAX CONSEQUENCES OF THE CHINA WORLD TRADE DISTRIBUTION

Dividends and distributions received are taxable as ordinary income for
federal income tax purposes pursuant to Section 311 of the Internal Revenue Code
provided that China World Trade has current or accumulated earnings and profits.
The fair market value of our common stock will be established by trading that
develops immediately subsequent to the China World Trade distribution. As of
June 30, 2004, the taxable dividend value of each of our shares to be
distributed to China World Trade shareholders was $0. This was arrived at by
taking our negative shareholders' equity of ($2,748) at December 31, 2003 and
dividing that amount by the number of our outstanding shares on June 30, 2004.

The foreign, state and local tax consequences of receiving the distribution
may differ materially from the federal income tax consequences described above.
Shareholders should consult their tax advisor about their own particular
situation.

USE OF PROCEEDS: All proceeds from sales of our securities from this
offering will be retained by the selling security
holders. The Company will receive no proceeds.

PLAN OF DISTRIBUTION: The securities offered by this prospectus may be sold
by the Selling Security Holders and the China World
Trade Selling Security Holders. This is a best efforts
underwriting, with no commitment by anyone to purchase
any shares. The Selling Security Holders and China
World Trade Selling Security Holders will sell their
shares at $0.25 until the shares are traded on the
Over-the-Counter Bulletin Board and thereafter at
prevailing market prices. The distribution of the
securities by the Selling Security Holders and China
World Trade Selling Security Holders may be effected in
one or more transactions that may take place in the
over-the-counter market, including broker's
transactions or privately negotiated transactions.

FINANCIAL SUMMARY INFORMATION.
------------------------------

Because this is only a financial summary, it does not contain all the financial
information that may be important to you. You should also read carefully all the
information that is contained in this prospectus, including the financial
statements and their explanatory notes.

Statements of Operations For the year ended For the year ended
December 31, 2003 December 31, 2002
- ------------------------ ------------------ ------------------

Revenues $ 8,732 -0-
- ------------------------ ------------------ ------------------
Cost of Revenues $ 108,602 -0-
- ------------------------ ------------------ ------------------
Gross Loss $ (99,870) -0-
- ------------------------ ------------------ ------------------
Operating expenses $ 5,848 -0-
- ------------------------ ------------------ ------------------
Income (loss) before
Income Taxes $ (105,718) -0-
- ------------------------ ------------------ ------------------
Other expense, net $ -0- -0-
- ------------------------ ------------------ ------------------
Net income (loss) $ (105,718) -0-
- ------------------------ ------------------ ------------------
Net income (loss) per
common share $ (.11) -0-
- ------------------------ ------------------ ------------------

As of
Balance Sheet December 31, 2003
- ------------------------ ------------------ ------------------
Available cash $ 2,066 -0-
- ------------------------ ------------------ ------------------
Total current assets $ 2,918 -0-
- ------------------------ ------------------ ------------------
Website Development
Costs $ 5,042 -0-
- ------------------------ ------------------ ------------------
Total Assets $ 7,960 -0-
- ------------------------ ------------------ ------------------
Note Payable to
Shareholder $ 10,708 450
- ------------------------ ------------------ ------------------
Total Current liabilities $ 10,708 -0-
- ------------------------ ------------------ ------------------
Total Liabilities $ 10,708 450
- ------------------------ ------------------ ------------------
Stockholders equity
(deficiency) $ (2,748) (450)
- ------------------------ ------------------ ------------------
Stockholders equity and
Liabilities $ 7,960 -0-
- ------------------------ ------------------ ------------------

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES
A HIGH DEGREE OF RISK. WE CANNOT ASSURE THAT WE WILL EVER GENERATE SIGNIFICANT
REVENUES, DEVELOP OPERATIONS, OR MAKE A PROFIT.

WE ARE A NEW BUSINESS AND WE HAVE NOT PROVEN OUR ABILITY TO GENERATE PROFITS.

We launched our website in December, 2003 and have no meaningful operating
history so it will be difficult for you to evaluate an investment in our stock.
From our inception to December 31, 2003, we have had $8,732 in revenue and a net
loss of $(105,718). You will bear the risk of complete loss of your investment
if we are unsuccessful. Our total stockholders' deficit as of December 31, 2003
amounted to ($2,748). We may not be profitable in the future or have a positive
stockholders' equity. The loss for the period ended December 31, 2003 was
primarily attributable to services rendered by our President, Charles W.
Barkley, in the development of the website.

For the three months ended September 30, 2004 (unaudited) we generated
revenues of $73,859 and a net loss of ($49,646). We had assets of $12,197 as of
September 30, 2004 and liabilities of $5,208. Our stockholder's equity was
$12,197 at that time.

OUR INDEPENDENT AUDITORS HAVE NOTED THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

Our independent auditors prepared our financial statements assuming we will
continue as a going concern. At December 31, 2003, we had negative working
capital of $ 7,700 and negative net worth of approximately $2,700. In addition,
we had incurred accumulated losses of $106,000. This raises substantial doubt
about our ability to continue as a going concern. Management believes the
Company can attain profitable operations by a strategy to raise additional
capital, optimize search engine ratings, and advertise online and elsewhere.
There can be no assurances that these plans will be successful.

WE ARE NOT RAISING MONEY IN THIS OFFERING AND MAY NEED TO RAISE MONEY LATER
WHICH COULD DILUTE YOUR INTEREST.

Since the Company will not raise money through this offering, we may need to
raise money in the future to continue operations. We are devoting substantially
all of our present efforts to establishing a new business. As of December 31,
2003, we had assets of $7,960 and liabilities of $10,708. We had generated
$8,732 in revenue. Since we will not raise money through this offering, we will
have to seek other sources of financing or we may be forced to curtail or
terminate our business. There is no assurance that additional sources of
financing will be available at a reasonable cost or at all. If our development
and marketing costs exceed our estimates, it may impact our ability to continue
operations. We believe we have accurately estimated our needs for the next
twelve months based on receiving both the minimum and maximum amount of the
offering. It is possible that we may need to purchase additional equipment or
that our startup costs will be higher than estimated. If this happens, it may
impact our ability to generate revenue and we would need to seek additional
funding.

WE MAY BE CHALLENGED BY TRADITIONAL LEGAL LICENSING BOARDS AND BAR ASSOCIATIONS.

We are a document preparation service only and may not render legal, accounting,
tax or similar advice. All fifty states have some requirements for the licensing
of legal, accounting and/or tax advisers. Many of our prospective customers
require some determination of legal, accounting and tax issues. Our business
model may be challenged by these Boards or by individual Bar Associations or
similar trade groups. We may be unable to defend our business model against such
challenges and may be unable to afford a defense even if we believe we could
prevail on the merits.

COMPETITION IN THE E-COMMERCE WORLD IS FIERCE AND WE MAY NOT BE ABLE TO COMPETE
AND SURVIVE.

The electronic commerce industry is relatively new and very competitive. It is
constantly changing and we expect competition in the e business world to
intensify in the future. Going into business on the internet is easy and new
competitors can launch sites at a relatively low cost. In addition, the Internet
market for online incorporation services is very competitive and no clear leader
has been established. We will compete with a variety of competitors including
traditional law firms and accounting firms with much better financial resources
than we have.

We expect that competition will intensify and that new competitors will enter
the market in the future. Increased competition will result in reduced profit
margins on products. Many of our competitors have marketing arrangements through
click through affiliate relationships. We currently have no such capability.
South Street Ventures VII, Inc. believes that its ability to compete
successfully depends on a number of factors, including brand awareness and
market presence; the quality of its advertising services; ease of use and timing
of introductions of new products by South Street Ventures VII, Inc. and its
competitors; our ability to establish co-marketing relationships; and industry
and general economic trends. The failure of any number of these factors could
cause us additional losses.

THE INDUSTRY IN WHICH WE OPERATE AND THE MARKET FOR OUR SERVICES IS
CHARACTERIZED BY RAPID TECHNOLOGICAL DEVELOPMENTS, EVOLVING INDUSTRY STANDARDS,
AND FREQUENT NEW PRODUCT AND SERVICE INTRODUCTIONS AND ENHANCEMENTS. THERE IS A
RISK THAT THE INTRODUCTION OF NEW PRODUCTS AND SERVICES BY OUR COMPETITORS COULD
RENDER OUR EXISTING SERVICES OBSOLETE AND UNMARKETABLE, ESPECIALLY BECAUSE WE
CAN NOT AFFORD TO KEEP PACE WITH OUR COMPETITION.

The industry in which the Company operates and the market for our services is
characterized by rapid technological developments, evolving industry standards,
and frequent new product and service introductions and enhancements. The
development and introduction of new products and services by our competitors
could render our existing services obsolete and unmarketable. Our business
depends in significant part on its ability to continually improve the
performance, features, and reliability of its motorcycle accessories and apparel
products and services, and to modify its manufacturing operations to work with
new technological standards in response to both evolving demand in the
marketplace and competitive products and services. Our pursuit of improved
performance, new features, and necessary technological advances will require
substantial time and expense, and there can be no assurance that South Street
Ventures VII, Inc. will succeed in adapting its products to changing technology
standards and customer requirements.

OUR MARKET IS CHARACTERIZED BY AN INCREASING NUMBER OF ENTRANTS THAT HAVE
INTRODUCED OR DEVELOPED SERVICES SIMILAR TO THOSE OFFERED BY US.

We believe that competition will intensify and increase in the future. Our
target market is rapidly evolving and is subject to continuous technological
change. Third parties may independently develop technologies similar or superior
to our technologies but which do not violate any of our intellectual property
rights such as our online posting of completed incorporation documents. This
could cause us to lose customers or potential customers. This is particularly
true for internet customers who we believe are interested in the most
sophisticated, up-to-date technologies. As a result, our competitors may be
better positioned to address these developments or may react more favorably to
these changes. Our inability to be competitive in obtaining and maintaining
clients would have a negative effect on our revenues and results of operations.

IF WE ARE UNABLE TO PREVENT UNAUTHORIZED ACCESS TO OUR USER TRANSACTIONS AND
OTHER INFORMATION WE COULD BE HARMED. ANY SIGNIFICANT COMPROMISE OF OUR SYSTEMS'
SECURITY COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND
OPERATING RESULTS.

Our user transactions are managed by third party vendors over whom we have no
control. Advances in computer capabilities, new discoveries in the field of
cryptography or other events or developments could result in a compromise of the
software or technologies used by us to protect user transactions and other
information. The secure transmission of confidential information over public
networks is a critical element of our operations. A party who is able to
circumvent security measures could misappropriate proprietary information or
cause interruptions in our operations. We may be required to expend significant
capital or other resources to protect against the threat of security breaches or
to alleviate problems caused by breaches. Although we intend to implement
industry-standard security measures, we cannot be certain that measures
implemented by us will not be circumvented in the future.

BECAUSE OUR STOCK IS CONSIDERED A PENNY STOCK ANY INVESTMENT IN OUR STOCK IS
CONSIDERED TO BE A HIGH-RISK INVESTMENT AND IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY.

Our Shares are "penny stocks" within the definition of that term as contained in
the Securities Exchange Act of 1934, which are generally equity securities with
a price of less than $5.00. Our shares will then be subject to rules that impose
sales practice and disclosure requirements on certain broker-dealers who engage
in certain transactions involving a penny stock. These rules impose restrictions
on the marketability of the common stock and may affect its market value.

WE DEPEND ON THE INTERNET.

Our business is an "e-commerce" business that is conducted over the Internet.
Internet system failures could seriously impact our operations and cause
customers to seek other solutions. To some extent our success is dependent upon
our ability to deliver high speed, uninterrupted access to the Internet for
those clients who choose to host with us. System failures or service
interruptions caused by high levels of user traffic, failures of third-party
systems or other acts beyond our control would lead to substantial inconvenience
for our users, hurt our reputation and reduce our advertising and commerce
revenues. If system failures were sustained or repeated, our advertising
revenues, commerce partners, reputation and the attractiveness of our brand name
could be impaired. Computer viruses or unauthorized access to or sabotage of our
network by a third party could also result in system failures or service
interruptions. Any system failure that causes interruption in our operations
could impact our ability to maintain customers. Additionally, a natural
disaster, power or telecommunications failure or act of war may cause extended
systems failure. Failures in the telecommunications network on which we rely
would result in customers' receiving no or diminished access to the Internet.

BREACHES OF SECURITY AND COMPUTER VIRUSES ON THE INTERNET MAY ADVERSELY AFFECT
OUR BUSINESS AND SLOW THE GROWTH OF E-BUSINESS.

The need to securely transmit confidential information over the Internet has
been a significant barrier to e-Business and Internet communications. Any
well-publicized compromise of security could deter consumers and businesses from
using the Internet to conduct transactions that involve transmitting
confidential information. Furthermore, computer viruses that spread over the
Internet could disable or damage the systems we develop for our clients.
Decreased internet traffic as a result of general security concerns or viruses
could cause companies to reduce their amount of technology spending, which could
hurt our results of operations.

OUR INTELLECTUAL PROPERTY IS NOT PROTECTED.

We have no patents or other protections for our technology that would preclude
or inhibit competitors from entering our market. Further, legal standards
relating to the validity, enforceability and scope of protection of intellectual
property rights in Internet-related industries are uncertain and still evolving.
We cannot assure that our business activities will not infringe the proprietary
rights of others or that such other parties will not assert infringement claims
against us. Any claims or resultant litigation could subject us to significant
liability for damages and could result in invalidation of our property rights
and, even if not meritorious, could be time consuming and expensive to defend
and could result in the diversion of management time and attention. Any of these
events could impact our business, causing additional cost to protect our
intellectual property or to defend against claims.

WE DEPEND ON A THIRD PARTY TO DEVELOP AND MAINTAIN OUR E-COMMERCE WEBSITE.

Alter Imaging, LLC of Charlotte, NC has designed and maintains our website. We
have an verbal agreement with Alter Imaging that can be terminated by either
party at will. Termination of our agreement with Alter Imaging could seriously
impair our business. If we were unable to replace Alter Imaging with another
suitable vendor, we may be unable to continue our website. Susanne Mulligan, the
principal of Alter Imaging, LLC, owns 50,000 shares of our common stock, which
she is offering for sale in this offering.

OUR PRINCIPAL STOCKHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL
HAVE LITTLE OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.

Our principal stockholders, Charles Barkley and Michael S. Killman, will own
approximately 84.7% of our common stock after this offering. As a result, they
will have controlling influence over all matters requiring approval by our
stockholders. In addition, they will be able to elect all of the members of our
Board of Directors, which will allow them to control our affairs and management.
Accordingly, you will be limited in your ability to affect change in how we
conduct our business.

IF WE LOSE THE SERVICES OF OUR PRESIDENT, OUR BUSINESS MAY BE IMPAIRED.

Our success is dependent upon the continued active participation of our
president, Mr. Charles Barkley. Mr. Barkley has over twenty five years of
experience as a practicing lawyer in corporation law. He is also the founder of
our subsidiary, yourincorporation.com, Inc., and established virtually all of
its policies, procedures, forms, and data. The loss of Mr. Barkley's services
could harm our business. We do not maintain "key person" life insurance and do
have a written employment agreement with Mr. Barkley.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND YOU MAY NEVER RECEIVE
DIVIDENDS. THERE IS A RISK THAT AN INVESTOR IN OUR COMPANY WILL NEVER SEE A
RETURN ON INVESTMENT AND THE STOCK MAY BECOME WORTHLESS.

We have never paid dividends on our common stock. We intend to retain earnings,
if any, to finance the development and expansion of our business. Future
dividend policy will be at the discretion of the Board of Directors and will be
contingent upon future earnings, if any, our financial condition, capital
requirements, general business conditions and other factors. Future dividends
may also be affected by covenants contained in loan or other financing
documents, which may be executed by us in the future. Therefore, there can be no
assurance that cash dividends of any kind will ever be paid. If you are counting
on a return on your investment in the common stock, the shares are a risky
investment.

THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK.

There is currently no trading market for our shares of Common Stock, and there
can be no assurance that a more substantial market will ever develop or be
maintained. Any market price for shares of our Common Stock is likely to be
very volatile, and numerous factors beyond our control may have a significant
adverse effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
also adversely affect the market price of our Common Stock. Further, there is
no correlation between the present limited market price of our Common Stock and
our revenues, book value, assets or other established criteria of value.

FUTURE SALES OF OUR COMMON STOCK COULD PUT DOWNWARD SELLING PRESSURE ON OUR
SHARES, AND ADVERSELY AFFECT THE STOCK PRICE. THERE IS A RISK THAT THIS
DOWNWARD PRESSURE MAY MAKE IT IMPOSSIBLE FOR AN INVESTOR TO SELL HIS SHARES AT
ANY REASONABLE PRICE.

By the filing of this registration statement, we are attempting to register
1,890,000 shares of our common stock held by our selling security holders,
including the dividend distribution from China World Trade. If this registration
statement is declared effective, the selling shareholders will be able to sell
their shares at negotiated prices. If our common stock becomes tradable on the
Over the Counter Bulletin Board, prospective purchasers will be able to purchase
our common stock in the open market. Our selling shareholders will be able to
sell their shares on the open market.

In addition, because our principal stockholders, Charles W. Barkley and Michael
J. Killman own approximately 84.7% of our common stock they may dispose of a
substantial percentage of their stock subject to Rule 144 trading volume
limitations. If substantial amounts of any of these shares are sold there may be
downward price pressures on our common stock price, causing the market price of
our common stock to decrease in value. In addition, this selling activity could:

o Decrease the level of public interest in our common stock;

o Inhibit buying activity that might otherwise help support the market price
of our common stock; and

o Prevent possible upward price movements in our common stock.

AN ARBITRARY DETERMINATION OF THE OFFERING PRICE INCREASES THE RISK THAT THE
VALUE OF THE SHARES IN THE OFFERING WILL BE MORE THAN THE VALUE THE PUBLIC
MARKET ULTIMATELY ASSIGNS TO OUR COMMON STOCK AND MORE THAN AN WOULD BE VALUED
BY AN INDEPENDENT APPRAISAL VALUE.

The offering price for the shares was arbitrarily determined. The offering price
bears no relation to our assets, revenues, book value or other traditional
criteria of value. Purchasers may be unable to resell their shares at or near
the offering price, if they are able to resell the shares at all.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the securities by the Selling
Security Holders or the China World Trade Security Holders.

DETERMINATION OF OFFERING PRICE

The Selling Security Holders and the China World Trade Selling Security Holders
will sell their shares at $.25 per share unless and until the Company is traded
on the Over-the-Counter Bulletin Board, and thereafter at prevailing market
prices. Prior to this offering, there has been no market for our shares. The
offering price of $.25 per share was arbitrarily determined and bears no
relationship to assets, book value, net worth, earnings, actual results of
operations, or any other established investment criteria.

DILUTION

The Company is not registering any shares in this registration statement. All
shares are being registered by the Selling Security Holders, the China World
Trade Selling Security Holders or being distributed in a registered dividend
distribution. Dilution is the amount derived by subtracting from the offering
price (per share) the net tangible book value (per share) after the offering.
Net tangible book value per share is the amount obtained by subtracting from the
tangible assets of the Company all liabilities and then dividing that amount by
the number of shares outstanding. Prior to this offering, the net tangible book
value of the Company's common stock was $0.0. Purchasers of shares of common
stock will initially pay $0.25 per share, all of which will be paid to the
selling security holders, and will therefore suffer an immediate substantial
dilution of $0.25.

SELLING SECURITY HOLDERS AND CHINA WORLD TRADE SELLING SECURITY HOLDERS

The Selling Security Holders named in the first table set forth below and the
China World Trade Selling Security Holders named in the second table set forth
below are selling the securities covered by this prospectus. None of the Selling
Security Holders or the China World Trade Selling Security Holders named below
are registered securities broker-dealers or affiliates of broker-dealers. The
tables indicate that all the securities will be available for resale after the
offering. However, any or all of the securities listed below may be retained by
any of the Selling Security Holders or the China World Trade Selling Security
Holders, and therefore, no accurate forecast can be made as to the number of
securities that will be held by the Selling Security Holders or the China World
Trade Selling Security Holders upon termination of this offering. We believe
that the Selling Security Holders and the China World Trade Selling Security
Holders listed in the tables have sole voting and investment powers with respect
to the securities indicated. We will not receive any proceeds from the sale of
the securities covered by this prospectus. All shares are adjusted for the 10
for 1 forward split of July 2, 2004.

SELLING SECURITY HOLDERS TABLE

Name Relationship Amount Owned Amount To Be Amount Owned Percent Owned
With Issuer Prior to Offering Registered After Offering
- ------------ ------------- ----------------- ------------ -------------- -------------

Greentree Consultant (1) 490,000 490,000 0 4.9%
Financial
Group, Inc.
- ------------ ------------- ----------------- ------------ -------------- -------------
Charles None (2) 200,000 200,000 0 2 %
E. Barkley
- ------------ ------------- ----------------- ------------ -------------- -------------
Rosa E. Independent 50,000 50,000 0 Less than 1%
Sprinkle Contractor (3)
- ------------ ------------- ----------------- ------------ -------------- -------------
Harold H. Consultant (4) 50,000 50,000 0 Less than 1%
Martin
- ------------ ------------- ----------------- ------------ -------------- -------------
Susanne Consultant (5) 50,000 50,000 0 Less than 1%
Mulligan
- ------------ ------------- ----------------- ------------ -------------- -------------
Weiheng Cai Consultant (6) 20,000 20,000 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- -------------
Li Chen Consultant (6) 10,000 10,000 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- -------------
Jinfen Long Consultant (6) 10,000 10,000 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- -------------
J. D. Xing Consultant (7) 10,000 10,000 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- -------------
TOTALS 890,000 890,000
- ------------ ------------- ----------------- ------------ -------------- -------------

(1) Greentree Financial Group, Inc. is owned by Robert C. Cottone and his step
father, Michael Bongiovanni. Greentree received 490,000 shares of our
common stock for consulting and financial services that consist primarily
of assisting in the strategic alliance with China World Trade Corp.,
compliance with state Blue Sky regulations, selection of an independent
transfer agent and Edgar services.
(2) Charles E. Barkley is the son of Charles W. Barkley, our President, CEO and
controlling shareholder.
(3) Rosa E. Sprinkle is a freelance paralegal who works for the Company on a
part time, as needed basis. She is the niece of Charles W. Barkley, our
President, CEO and controlling shareholder.
(4) Harold H. Martin is an attorney at law, licensed in New York and North
Carolina, who has advised the Company from time to time.
(5) Susanne Mulligan is the owner of Alter Imaging, Inc., the webmaster and web
designer for the Company.
(6) Weiheng Cai, Jinfeng Long, and Li Chen are employees of Greentree Financial
Group (China), Inc. All of these persons have agreed to assist the Company
in offering its services overseas if and when the Company undertakes to do
so.
(7) J. D. Xing is an attorney at law duly licensed to practice in the Peoples
Republic of China, who has advised the Company from time to time.

CHINA WORLD TRADE SELLING SECURITY HOLDERS TABLE

The following table identifies the stock holders of China World Trade
Corporation as of June 30, 2004. Each person listed will receive a one share of
South Street common voting stock for each Forty Four shares held in China World
Trade Corporation. None of these persons has had any position, office, or other
material relationship with South Street since its inception. None of these
persons has owned any shares of the Company prior to this distribution.
Following the distribution Chi Hung Tsang will own 2.1% of the Company. No other
China World Trade Corporation selling security holder will hold more than 1% of
the Company.

NAME AMOUNT OWNED PRIOR AMOUNT REGISTERED AMOUNT OWNED PERCENT OWNED
TO OFFERING IN THIS OFFERING AFTER OFFERING (BEFORE/AFTER)
- ----------------- ------------------ ------------------ -------------- -----------------

Chi Hung Tsang 0 204787 204787 less than 0%/2.0%
Lee Kit Bing 0 746 746 0%/ less than 1%
Keith Blackmore 0 1 1 0%/ less than 1%
Ron Blackmore 0 1 1 0%/ less than 1%
CBIT Corporation Limited 0 425 425 0%/ less than 1%
CEDE & Co. 0 38591 38591 0%/ less than 1%
Centerstage Investments LTD 0 314 314 0%/ less than 1%
Anderson Chan 0 1346 1346 0%/ less than 1%
Bernard Chan 0 1009 1009 0%/ less than 1%
Wencheng Cui 0 269 269 0%/ less than 1%
I & V Limited 0 11217 11217 0%/ less than 1%
Kim Man Lai 0 93 93 0%/ less than 1%
Chujn Sing Lam 0 75 75 0%/ less than 1%
Eric Linford 0 4 0 0%/ less than 1%
Stephen J. Lowenstein 0 56 56 0%/ less than 1%
Andy McDonald 0 12 12 0%/ less than 1%
Main Edge International LTD 0 11733 11733 0%/ less than 1%
James Mak 0 5824 5824 0%/ less than 1%
Angelo Bordwell & Anthony
Bordwell, J. Ten. 0 1 1 0%/ less than 1%
Diane Bradshaw 0 1 1 0%/ less than 1%
Charles L Brown 0 3 3 0%/ less than 1%
Elizabeth Cardiello 0 1 1 0%/ less than 1%
Sandra Cooper and
Steve Cooper, JT 0 1 1 0%/ less than 1%
Daniel Thomas Duffy 0 1 1 0%/ less than 1%
Ellsay LLC 0 4 4 0%/ less than 1%
Sisay Geantu 0 1 1 0%/ less than 1%
Matthew B. Getz 0 1 1 0%/ less than 1%
Hinde Gross 0 1 1 0%/ less than 1%
Mayer Gross 0 1 1 0%/ less than 1%
John Harnicher 0 1 1 0%/ less than 1%
Louise Harnicher 0 1 1 0%/ less than 1%
Bobby Hubbs & Frances
Jernigan, JT 0 1 1 0%/ less than 1%
Richar Ting Ho Hung 0 1 1 0%/ less than 1%
Mychelee J. Jensen 0 2 2 0%/ less than 1%
Karren Krapcho 0 1 1 0%/ less than 1%
Phyllis P. McDonald 0 3 3 0%/ less than 1%
Karla Mancuso 0 54 54 0%/ less than 1%
Margolis Holdings, LTD 0 56 56 0%/ less than 1%
Marlin Phil Martin, Jr. 0 1 1 0%/ less than 1%
Richard Martz and
Susan Martz, JT 0 1 1 0%/ less than 1%
Wong Chi Ming 0 1496 1496 0%/ less than 1%
Katherine Mostert 0 1 1 0%/ less than 1%
Lance Musicant 0 1 1 0%/ less than 1%
Glennon O. Naeger 0 1 1 0%/ less than 1%
Ocean Avenue Advisers 0 224 224 0%/ less than 1%
Alfred Or 0 3514 3514 0%/ less than 1%
Powertronics Holdings LTD 0 44868 44868 0%/ less than 1%
Whitney Reid 0 1 1 0%/ less than 1%
The Research Works, Inc. 0 539 539 0%/ less than 1%
John b. Richardson 0 1 1 0%/ less than 1%
Kevin K. Schoenherr 0 1 1 0%/ less than 1%
Klaus Schoenherr 0 1 1 0%/ less than 1%
Simple Fortune, Inc. 0 10993 10993 0%/ less than 1%
Sinogolf LTD 0 11441 11441 0%/ less than 1%
Splendid Partners
Hldings LTD 0 11217 11217 0%/ less than 1%
Lois Statter 0 1 1 0%/ less than 1%
Charles Straw 0 1 1 0%/ less than 1%
Superwear LTD 0 11217 11217 0%/ less than 1%
Top Trained Securities LTD 0 22434 22434 0%/ less than 1%
Last Opportunity Limited 0 83340 83340 0%/ less than 1%
Yuhuan Wang 0 430 430 0%/ less than 1%
Helene Weisner 0 1 1 0%/ less than 1%
Herman Weisner 0 1 1 0%/ less than 1%
Joseph Weisner 0 1 1 0%/ less than 1%
Rachel Weisner 0 1 1 0%/ less than 1%
RoslynWeisner 0 1 1 0%/ less than 1%
Louis Kam Cheung Wong 0 19 19 0%/ less than 1%
Ho Woon Wu 0 1963 1963 0%/ less than 1%
Mei Mei Wu 0 150 150 0%/ less than 1%
Eugene Yamplosky 0 1 1 0%/ less than 1%
Xin Yang 0 179 179 0%/ less than 1%
Yang Yuan 0 314 314 0%/ less than 1%
David Zander 0 12 12 0%/ less than 1%
Leslie Zaremby 0 1 1 0%/ less than 1%
Lin Zhao 0 135 135 0%/ less than 1%
Vince Zucchini 0 1 1 0%/ less than 1%
Wok Shuk Mak 0 5824 5824 0%/ less than 1%
Karla Mancuso 0 54 54 0%/ less than 1%
Margolis Holdings LTD 0 56 56 0%/ less than 1%

* China World Trade will issue 400,000 shares of our common stock as a
dividend distribution to shareholders of China World Trade of record as of
June 30, 2004 on the basis of one share of our common stock for each Forty
Four shares of China World Trade common stock.

We do not intend to seek qualification for sale of the securities in all states
where the securities may be offered. Qualification may be necessary to resell
the securities in the public market. The securities may be sold only if they are
qualified for sale or are exempt from qualification in the states in which the
selling security holders or proposed purchasers intend to resell. We intend to
rely on certain exemptions for trading under state law, we may seek
qualification for sales in certain states or jurisdictions, however, there is no
assurance that the states or jurisdictions in which we seek qualification or
exemption will approve of the security re-sales. Should we not obtain exemptions
or Qualification in these states or jurisdictions, you will be unable to resell
Your shares.

PLAN OF DISTRIBUTION

Sales By Selling Security Holders and China World Trade Selling Security Holders
- --------------------------------------------------------------------------------

Our Selling Security Holders and China World Trade Selling Security Holders are
offering 890,000 and 400,000 shares, respectively, of our common stock. The
Selling Security Holders and China World Trade Selling Security Holders will
sell their shares at $0.25 until the shares are traded on the Over-the-Counter
Bulletin Board and thereafter at prevailing market prices. We will not receive
any proceeds from the sale of the shares by the Selling Security Holders or the
China World Trade Selling Security Holders. The securities offered by this
prospectus may be sold by the Selling Security Holders and the China World Trade
Selling Security Holders. We are not aware of any underwriting arrangements
that have been entered into by the Selling Security Holders or the China World
Trade Selling Security Holders. The distribution of the securities by the
Selling Security Holders and China World Trade Selling Security Holders may be
effected in one or more transactions that may take place in the over-the-counter
market, including broker's transactions or privately negotiated transactions.

Any of the Selling Security Holders or the China World Trade Selling Security
Holders, acting alone or in concert with one another, may be considered
statutory underwriters under the Securities Act of 1933, if they are directly or
indirectly conducting an illegal distribution of the securities on our behalf.
For instance, an illegal distribution may occur if any of the Selling Security
Holders or the China World Trade Selling Security Holders provide us with cash
proceeds from their sales of the securities. If any of the Selling Security
Holders or China World Trade Selling Security Holders are determined to be
underwriters, they may be liable for securities violations in connection with
any material misrepresentations or omissions made in this prospectus.

In addition, the Selling Security Holders, the China World Trade Selling
Security Holders and any brokers through whom sales of the securities are made
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and the commissions or discounts and other compensation paid to such
persons may be regarded as underwriters' compensation.

The Selling Security Holders and the China World Trade Selling Security Holders
may pledge all or a portion of the securities owned as collateral for margin
accounts or in loan transactions, and the securities may be resold pursuant to
the terms of such pledges, accounts or loan transactions. Upon default by such
Selling Security Holders or China World Trade Selling Security Holders, the
pledgee in such loan transaction would have the same rights of sale as the
Selling Security Holders under this prospectus so long as the Company files a
post-effective amendment to name and identify the new selling security holder.
The Selling Security Holders and the China World Trade Selling Security Holders
also may enter into exchange traded listed option transactions that require the
delivery of the securities listed under this prospectus. The Selling Security
Holders and the China World Trade Selling Security Holders may also transfer
securities owned in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have the
same rights of sale as such Selling Security Holders or China World Trade
Selling Security Holders under this prospectus so long as the Company files a
post-effective amendment to name and identify the new selling security holder.
If a post-effective amendment is not filed with the Securities and Exchange
Commission by the Company, 'pledgees' and 'transferees' of a Selling Security
Holder would not have rights to resell under this prospectus.

In addition to, and without limiting, the foregoing, each of the Selling
Security Holders, the China World Trade Selling Security Holders and any other
person participating in a distribution will be affected by the applicable
provisions of the Securities and Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the securities by the Selling Security Holders, China World Trade Selling
Security Holders or any such other person. Specifically, Regulation M prohibits
an issuer, the Selling Security Holders, the China World Trade Selling Security
Holders or affiliated purchaser other than in an excepted security or activity,
to bid for, purchase, or attempt to induce any person to bid for or purchase, a
covered security during the applicable restrictive period. The restrictive
period for our securities being registered begins on the later of five business
days prior to the determination of the offering price or such time that a person
becomes a distribution participant, and ends upon such person's completion of
participation in the distribution. Distribution is defined under Regulation M
as meaning an offering of securities, whether or not subject to registration
under the Securities Act of 1933 that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods. Distribution participant is defined under
Regulation M as meaning an underwriter, prospective underwriter, broker, dealer,
or other person who has agreed to participate or is participating in a
distribution.

There can be no assurances that the Selling Security Holders or the China World
Trade Selling Security Holders will sell any or all of the securities. In order
to comply with state securities laws, if applicable, the securities may be sold
in certain jurisdictions only through registered or licensed brokers or dealers.
In various states, the securities may not be sold unless these securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with. The Company
intends to apply for listing with a manual such as Standard & Poors or Mergent
which will permit resales by non-issuers in some states. The Company intends to
obtain exemptions from state securities registrations requirements to insofar as
is practicable, but has made no representations or undertakings to effect "blue
sky" clearance for any particular state. Selling securities holders must contact
their own counsel to determine if sales are permitted in any given jurisdiction.

Under applicable rules and regulations of the Securities and Exchange Act of
1934, as amended, any person engaged in a distribution of the securities may not
simultaneously engage in market-making activities in these securities for a
period of one or five business days prior to the commencement of such
distribution.

All of the foregoing may affect the marketability of the securities. Pursuant to
the various agreements we have with the Selling Security Holders, and the China
World Trade Selling Security Holders we will pay all the fees and expenses
incident to the registration of the securities, other than the Selling Security
Holders' and China World Trade Selling Security Holders' pro rata share of
underwriting discounts and commissions, if any, which are to be paid by the
Selling Security Holders and the China World Trade Selling Security Holders

China World Trade Dividend Distribution
---------------------------------------

China World Trade will distribute the 400,000 shares of our common shares which
it owns to its shareholders as a dividend as of a record date of June 30, 2004
on the basis of one of our common shares for each Forty Four China World Trade
common shares. Fractional shares will not be distributed.

China World Trade shareholders will initially have their ownership of our shares
of common stock registered only in book-entry form in which no certificates are
issued. On the distribution date, each China World Trade shareholder of record
as of the close of business on the record date will be mailed one share of our
common stock for each Forty Four shares of China World Trade common stock they
hold. China World Trade shareholders that hold their stock in street name will
have their shares of our common stock credited to their brokerage accounts. The
record date for the distribution is the close of business on June 30, 2004.

China World Trade shareholders will not be required to pay any cash or other
consideration to receive our common stock in the distribution. Fractional
shares will not be issued to China World Trade shareholders. Shares of our
common stock distributed to China World Trade shareholders will be freely
transferable, except for shares of our common stock received by persons who may
be deemed to be affiliates of South Street under the Securities Act of 1933, as
amended. Persons who are affiliates of South Street following the distribution
will be permitted to sell their shares of our common stock only pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
or an exemption from the registration requirements of the Securities Act, such
as the exemption afforded by Section 4(1) of the Securities Act of 1933, as
amended, or Rule 144 issued under the Securities Act of 1933, as amended.
Charles W. Barkley, Michael J. Killman, Philip H. Barkley, Annette B. Heim and
China World Trade. Corp. may be considered affiliates of South Street.

Because of China World Trade's role in the distribution, there is a possibility
that it may be deemed to be a statutory "underwriter" within the meaning of
Section 2(11) of the Securities Act. China World Trade has advised us that it
will comply with the prospectus delivery requirements that would apply to a
statutory underwriter in connection with the distribution of our shares to its
own shareholders. Further, China World Trade has acknowledged to us that it is
familiar with the anti-manipulation rules of the SEC, including Regulation M
under the Securities Act of 1934. These rules may apply to sales by China World
Trade in the market, following the creation of a public market, if such a market
ever develops.

With certain exceptions, Regulation M prohibits any selling shareholder, any
affiliated purchasers and any broker-dealer or other person who participates in
an applicable distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is the subject of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. The foregoing
restrictions may affect the marketability of our common stock.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings, in which we are
involved. In addition, we are not aware of any pending or threatened legal
proceedings in which entities affiliated with our officers, directors or
beneficial owners are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Directors and Executive Officers.

Our Bylaws provide that we shall have that number of directors determined by the
majority vote of the board of directors. Currently we have four directors. Each
director will serve until our next annual shareholder meeting. Directors are
elected for one-year terms. Our Board of Directors elects our officers at the
regular annual meeting of the Board of Directors following the annual meeting of
shareholders. Vacancies may be filled by a majority vote of the remaining
directors then in office. Our directors and executive officers are as follows:

Name Age Position
- ---- --- --------
Charles Barkley 51 President and CEO for South Street;
Director

Michael J. Killman 58 CFO, Controller; Director

Phillip H. Barkley 41 Vice President - Sales

Annette Brinson Heim 29 Operations Manager; Director

Charles W. Barkley has been Chairman, President & CEO of South Street since
its inception. Mr. Barkley has practiced law for over 25 years and has
experience in all aspects of the incorporation process. During South Street's
brief history, Mr. Barkley developed and implemented all documents, forms and
processes for the Yourincorporation.com website. He is primarily responsible for
the operations and developments that created the company. Mr. Barkley has served
on a number of Boards and Committees. He was appointed by the Mayor of the City
of Charlotte, North Carolina to serve on the Board of Directors of a non-profit
organization, the Charlotte Mecklenburg Public Access Corporation, "Channel 21."
Mr. Barkley recently served as the President of that organization. Mr. Barkley
is also involved in several additional business ventures that intend to offer
additional website services to business start-ups. Mr. Barkley holds a
Bachelor's degree from the University of Virginia and a law degree from the
University of North Carolina.

Michael J. Killman serves as the Chief Financial Officer and Treasurer of
South Street. Mr. Killman has been a practicing auditor for thirty years and has
been associated with Killman, Murrel & Company in Odessa, Texas since 1987. Mr.
Killman is licensed as a certified public accountant, is certified to handle
audits before the Securities & Exchange Commission and has served on multiple
boards and committees. Mr. Killman is also involved in several additional
business ventures. Mr. Killman holds a Bachelors of Business Administration
degree and a Masters of Science in Accounting, both from Texas Tech University.

Annette Brinson Heim serves as South Street's Operations Manager and was
appointed as a Director in April, 2004. Ms. Heim has been in the private
practice of law in North Carolina since February, 2003. She is presently
associated with the Charlotte law firm of Douglas Simmons and Associates. Ms.
Heim worked for Stewart Title Insurance Company from 2002 until February 2003.
Prior to that time, she was a full time student. Ms. Heim holds a Bachelor's
degree in Business Administration from the University of Kentucky and earned her
law degree from the Cumberland School of Law.

Phillip H. Barkley serves as the Vice President of Sales, has been in sales
for the past 21 years. He was a sales manager for Regional Communications, a
supplier of commercial telephone equipment from 1996 to 1998, at which time he
became a senior account executive for Lucent Technologies. After leaving Lucent
in 2001 he worked for brief periods in sales consultant capacities with TCM and
Mpower before rejoining Regional Communications in March 2002. He left Regional
Communications in January 2004.

None of the members of the Board of Directors have been affiliates of any other
public company for the past five years. Phillip H. Barkley and Charles W.
Barkley are brothers.

Promoters.

Mr. Barkley and Mr. Killman may be considered promoters of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM

The following tables set forth certain information concerning the ownership of
South Street' Common Stock as of June 30, 2004, with respect to: (i) each person
known to South Street to be the beneficial owner of more than five percent of
South Street' Common Stock, (ii) all directors; and (iii) directors and
executive officers of South Street as a group. The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided below. As of July 2, 2004, there were 10,000,000 shares of
common stock outstanding.

Beneficial Owners of 5% or more of our Common Stock

(1) (2)
Title of Class Name and Address of Amount and Nature Percent of class
Beneficial Owner(s) of Beneficial Ownership
- -------------- ------------------- ----------------------- ----------------

Common Stock Charles W. Barkley 6,310,000 (1) 63.1%
($.001 par value) 3001 Planters Walk Ct.
Charlotte, NC 28210

Common Stock Michael Killman 2,500,000 25 %
($.001 par value) 1931 E. 37th Street,
Suite 7
Odessa, TX 79762-6211

Ownership of Directors and Officers

(1) (2)
Title of Class Name and Address of Amount and Nature Percent of class
Beneficial Owner(s) of Beneficial Ownership Before/After
Offering
- -------------- ------------------- ----------------------- ----------------

Common Stock Charles W. Barkley 6,310,000 (1) 63.1%/60.6%
($.001 par value) 3001 Planters Walk Ct.
Charlotte, NC 28210

Common Stock Michael Killman 2,500,000 25 %/24 %
($.001 par value) 1931 E. 37th Street,
Suite 7
Odessa, TX 79762-6211

Common Stock Annette B. Heim
($.001 par value) 7017 Scuppernong Court 150,000 1.5%/ 1.4%
Charlotte, NC 28215

Common Stock Phillip H. Barkley 150,000 1.5%/ 1.4%
($.001 par value) 3216 J High Glen Drive
Charlotte, NC 28269

Common Stock All Officers & Directors 9,110,000 91.1%/87.6%
($.001 par value)
- -------------- ------------------- ----------------------- ----------------

(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned. We are unaware
of any shareholders whose voting rights would be affected by community
property laws.

(2) This table is based upon information obtained from our stock records.
Unless otherwise indicated in the footnotes to the above tables and subject
to community property laws where applicable, we believe that each
shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.

DESCRIPTION OF SECURITIES

Qualification. The following statements constitute summaries of the material
provisions of South Street Ventures VII, Inc.'s Certificate of Incorporation and
Bylaws, as amended. Such summaries do not purport to be complete and are
qualified in their entirety by reference to the full text of the Certificate of
Incorporation and Bylaws, which are contained in the Exhibits to this
registration statement.

Our Articles of Incorporation authorize the issuance of up to 100,000,000 Common
Shares, $.001 par value per Common Share.

Common Stock. Our Common Shares have a par value of $.001 per share, and have
the following rights.

Liquidation Rights. Upon liquidation or dissolution, each outstanding Common
Share will be entitled to share equally in the remaining assets of South Street
legally available for distribution to shareholders after the payment of all
debts and other liabilities.

Dividend Rights. There are no limitations or restrictions upon the rights of
the Board of Directors to declare dividends out of any funds legally available
thereof. South Street Ventures VII, Inc. has not paid dividends to date and it
is not anticipated that any dividends will be paid in the foreseeable future.
Our Board of Directors initially may follow a policy of retaining earnings, if
any, to finance our future growth. Accordingly, future dividends, if any, will
depend upon, among other considerations, South Street Ventures VII, Inc.'s need
for working capital and its financial conditions at the time.

Voting Rights. Holders of Common Shares of South Street Ventures VII, Inc. are
entitled to cast one vote for each share held at all shareholders meetings for
all purposes.

Other Rights. Common Shares are not redeemable, have no conversion rights and
carry no preemptive or other rights to subscribe to or purchase additional
Common Shares in the event of a subsequent offering.

INTEREST OF EXPERTS AND COUNSEL

Our Financial Statements for the period ended December 31, 2003, have been
included in this prospectus in reliance upon Bateman & Company, Inc. P.C.,
independent Certified Public Accountants, as experts in accounting and auditing.

Charles Barkley, Attorney, has rendered an opinion on the validity of our common
stock being registered. Mr. Barkley is the Company's President and CEO and is
an affiliate of South Street Ventures VII, Inc.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES.

South Street Ventures VII, Inc. will indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State of North
Carolina, any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, including
an action involving liability under the Securities Act of 1933, as amended, by
reason of the fact that he is or was a director or officer of South Street
Ventures VII, Inc., or served any other enterprise as director, officer or
employee at the request of South Street Ventures VII, Inc. The Board of
Directors, in its discretion, shall have the power on behalf of South Street
Ventures VII, Inc. to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of South Street Ventures VII, Inc.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.

ORGANIZATION WITHIN LAST FIVE YEARS

We were originally incorporated in North Carolina on December 12, 2002. In
December 2002 we issued 1,000,000 restricted shares of our common voting stock,
$.001 par value, to four persons. A total of 965,000 shares were issued to our
founders, Charles W. Barkley and Michael Killman, and the remaining 35,000
shares were issued to Phillip H. Barkley and Charles E. Barkley, the brother and
son respectively of Charles W. Barkley. From our inception date to July 15,
2003, we were inactive.

On July 15, 2003 we incorporated yourincorporation.com, Inc. in North Carolina,
effectively making it a wholly owned subsidiary of the Company. On February 2,
2004, we amended our charter to increase the authorized common shares to
100,000,000 shares, par value $.001. These actions reflected management's plans
to enter the e-commerce market devoted to online incorporations and certain
related business services. The "online incorporation" market consists of persons
wishing to incorporate businesses, limited liability companies and non-profit
organizations under the corporate laws of the fifty sister states of the United
States.

On July 2, 2004 the Board of Directors approved a ten for one forward split of
the Company's stock pursuant to North Carolina General Statute 55-10-02(4).

In April 2004, we issued 84,000 shares of restricted common stock, which has
been adjusted to 840,000 shares from our split up, as follows:

150,000 restricted shares of common stock to Annette B. Heim in exchange
for Ms. Heim joining the board of Directors of the Company;

50,000 restricted shares of common stock to Rosa E. Sprinkle, the Company's
administrative assistant;

50,000 restricted shares of common stock to Harold H. Martin, a lawyer with
whom the Company has consulted from time to time;

50,000 restricted shares of common stock to Susanne Mulligan, the Company's
webmaster;

20,000 restricted shares of common stock to Cai Weiheng (a/ka/ Ricky Cai),
a resident of the People's Republic of China, for future services related to
translation and overseas possibilities;

10,000 restricted shares of common stock to Chen Li, (a/ka/ Lilly Chen), a
resident of the People's Republic of China, for future services related to
translation and overseas possibilities;

10,000 restricted shares of common stock to Long Jin Fen, (a/k/a Sarah
Long), a resident of the People's Republic of China, for future services related
to translation and overseas possibilities;

10,000 restricted shares of common stock to J. D. Xing, a resident of and
licensed attorney in the People's Republic of China, for legal and related
services;

490,000 restricted shares of common stock to Greentree Financial Group,
Inc., a Florida corporation, for future financial consulting services.

Charles W. Barkley surrendered for cancellation an equal number of his
shares so that the Company's issued and outstanding shares remained at
10,000,000. We arbitrarily valued these shares at $0.025 per share, on a split
adjusted basis.

Greentree Financial Group, Inc. has agreed to use its best efforts to render
accounting and financial services associated with our attempts to have our
common stock traded publicly in the future. These services include:

- - Compliance with state Blue Sky regulations
- - Compliance with the Securities and Exchange Commission's periodic reporting
requirements
- - Compliance with Sarbanes - Oxley requirements
- - Tax and accounting services
- - EDGAR services
- - Consultation regarding overseas markets for our services
- - Other consulting services

We believe these were private placements within the meaning of the rules and
regulations under the Securities Act. There were no proceeds from these
transfers other than our arbitrary valuations of the future services. We relied
upon the exemptions from registration provided by Section 4(2) and Regulation D
of the Securities Act, and on comparable exemptions under state and foreign
laws. We believe these exemptions were available because the issuances were made
to a de minimus number of sophisticated persons, who will be actively engaged in
the management of the Company, in transactions not involving a public offering.

DESCRIPTION OF BUSINESS

Our business is an e-commerce online incorporation service devoted to online
incorporations and certain business services. The "online incorporation" market
consists of persons wishing to incorporate businesses, limited liability
companies and non-profit organizations under the corporate laws of the fifty
sister states of the United States. The Company has no operations other than the
business of yourincorporation.com.

DESCRIPTION OF BUSINESS

Our principal service is to provide online incorporation through our proprietary
website, http://www.yourincorporation.com (the "Website".) In particular, the
--------------------------------
website was designed and developed to permit online incorporation by new and
inexperienced users. By answering a series of online questions, our website
obtains relevant information needed to generate forms and documents for initial
incorporation. The Website permits incorporation of "for profit", non-profit and
limited liability companies throughout the 50 states of the United States.

After exploration and research on multiple legal documents, the Company elected
to focus its efforts on the incorporation process. From March, 2003 until
December, 2003, we developed a dynamic, interactive website site for a
proprietary online system of incorporating businesses throughout the United
States. We have contracted with Alter Imaging Technologies, LLC, a North
Carolina website designer for development and maintenance of the software
technology.

Visitors may freely search the site before beginning the incorporation. State
filing fees are listed and can be accessed and compared. We have several
information sections, including a "Lawbrary" and "Learn More" section. These
sections provide general information such as:

- - "Corporations versus Limited Liability Company",
- - "Where Should I Incorporate",
- - "Compare Rates"
- - "S Corporation versus C Corporation" and
- - Tax selection options.

The option to begin the incorporation process is available at every screen.
Users register with a username and password and are then prompted to answer
approximately 40 questions. Prompts, suggested default answers and help buttons
are liberally furnished to provide a quick and user-friendly experience.

A progress bar gives an estimate of time remaining. The entire process generally
takes less than ten minutes. For those that experience difficulty, a toll free
phone number is provided and an "incorporate by phone" option is available for
an extra charge.

The site collects data from users as necessary to populate the various forms and
documents associated with incorporation.

Our website effectively creates the following documents from the data:

- - Articles of Incorporation or Organization
- - Bylaws or Operating Agreements
- - Organizational Minutes
- - Minutes Appointing Directors and Officers
- - Minutes Approving Issuance of Stock
- - Forms U-2 and U-2A
- - Form SS-4 for Application for Employer Identification Number
- - Form 2553 for S Corporation Election
- - Form 8832 for Tax Elections by LLC
- - Shareholder's List
- - A Closing Letter that generally describes post incorporation obligations
- - Online Stock Certificates.

In addition, the customer receives cover sheets and instructions for submission
of tax elections and additional documents. A series of automatic emails are
triggered thanking the customer and describing the next steps to be undertaken.

Our staff manages the database from a secure Administrative section. Upon
submission by the customer our staff downloads and files the Articles along with
required transmittals and fees to state corporation officials. The
Administrative section divides all submissions into categories that indicate the
current status. Additional purchases, status of filings and documentation can be
reviewed at a glance.

The customer's data is reviewed by an attorney, who either notifies the staff of
deficiencies or approves the review. The attorney's review is restricted to
filing compliance issues. The Company does not give legal advice or
consultation. When the review is approved, the documents are uploaded to the
customer's account. The customer can log back into the site to access, review,
download and print the documents.

We include a contact database feature that allows for storing, editing, and
retrieval of important client contact data. Our database allows us to send e
mails by various sort categories for additional services such as annual reports,
notices of changes in requirements and filing deadlines.

Our Market

Management estimates that approximately 2,000,000 new corporations, non-profit
corporations and limited liability companies are created each year. In the
latest available report, the IRS reported 5,045,274 active corporations for the
year 2000. (Altounian & Contos, Corporation Income Tax Returns, 2000,
----------------------------------------
http://www.irs.gov/pub/irs-soi/00corart.pdf, p.8.) Many states post filing
- -------------------------------------------
figures on their corporation division websites. The Florida Secretary of State
reports that 181,137 such entities were formed in Florida during 2002; over
49,000 were filed in Nevada that year and the North Carolina Secretary of State
website reported 400,000 combined annual filings. These estimates may prove
inaccurate. The actual market size could be larger or smaller than the foregoing
estimates.

We believe the majority of such filings are still performed by lawyers and
accountants on a "fee for service" basis, along with a smaller number of "do it
yourself" filings. No single provider appears to have than a small fraction of
the market. Management believes that the trend is away from such practitioners
and towards online service providers.

The resources required to reach such a large market are substantial. Our initial
promotion will be aimed at companies known to management or referred to us by
our professional contacts. Our marketing to date has consisted of a paid
placement on the google search engine. We anticipate future revenues will be
sufficient to enable us to broaden our marketing base and reach a larger
percentage of our target market.

We have an administrative assistant that serves as an independent contractor.
Our President, Charles Barkley, divides his time between the Company and his
other business interests. We contract our website maintenance to Alter Imaging,
Inc., an internet design firm in Charlotte, NC.

Our Sources of Revenue

Our revenues are derived from online incorporation services through our website
at www.yourincorporation.com, by clients. Our online incorporation service will
-------------------------
be initially sold at discount prices of $99 per incorporation. A telephone
incorporation is also available through a toll free number and an inducement
discount is offered to clients who enter the website but exit prior to
completion. Customers can choose to have us obtain their taxpayer identification
number for an additional charge.

We also sell corporate kits, seals, and stock certificates, and arrange
registered agent services.

The total price including filing fees, priority mail charges are charged up
front against the client's credit card. Credit card payments are accepted online
and over the phone. We have a merchant account with Merchant Commerce and
Payment Services, a national merchant account vendor through Authorize.net.
Payment is processed by the merchant account and cleared funds are deposited to
our bank account.

Our gross profit per incorporation will vary depending on the state of
incorporation and added purchases that clients may want. We may add new features
from time to time, such as trademark and similar services. Once a feature has
been developed our cost of including that feature is usually minimal and gross
profit can be expected to increase with the added features.

Marketing and Plans For Future Improvement

To large extent incorporation services are fungible. With a few exceptions (such
as banks, SBICs and professional corporations), most incorporations are valid
upon recordation by the appropriate state agency. After proper validation, there
is little "cache" or benefit attached to the incorporation service provider. Our
overall marketing plan for our product is based on the following product
fundamentals:

- - Use of documentation prepared by experienced lawyers;
- - Review of each filing by an experienced lawyer licensed in at least one
state;
- - Inclusion at no additional cost of certain tax forms and filing
instructions, such as forms for taxpayer identification numbers and S
corporation elections;
- - Online posting of completed documents for easy viewing, downloading and
printing;
- - Ease of use, ability to change main navigation, secondary navigation and
virtually any page in the website system without technical expertise;
- - Information and content onsite through sections such as "Learn More" the
"Lawbrary", Frequently Asked Questions and help screens on each page.
- - Website design for quick completion.
- - Competitive pricing and ease of online payment.

Several key factors to our success will be to maintain a professional overall
look and feel of the website, streamline the system navigation, continually
update the content and maintain the database structure. Depending on the success
of this offering, we intend to make a number of improvements to the program and
the site, which may include:

- - affiliate links,
- - state by state form files,
- - a deeply discounted "do it yourself" package,
- - additional filings (such as Amendments and Dissolutions),
- - overseas incorporations, and
- - business trusts

Agreement with China World Trade

On June 30, 2004 we entered into a strategic alliance agreement (the
"Agreement") with China World Trade Corp. ("China World Trade". China World
Trade operated business clubs and expects to launch an Internet services company
with an Internet destination called "China World Trade," located at www.China
World Trade.com. China World Trade is a reporting public company that has
registered its common stock under Section 12(g) of the Securities Exchange Act
of 1934, as amended. Information about China World Trade can be obtained from
its filings with the Securities and Exchange Commission. (http://www.sec.gov) or
------------------
at the public reference facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

China World Trade operates business clubs in the major cities of China in
association with the World Trade Center Association in order to position
ourselves as the platform to facilitate trade between China and the world
market. China World Trade currently operates the Guangzhou World Trade Center
Club at Goldlion Digital Network Center, 138 Tiyu Road East, Unit V02/4F
Tian He, Guangzhou PRC 510620. The Beijing World Trade Center Club is located at
2nd Floor, Office Tower II, Landmark Towers Beijing, 8 North Dongsanhuan Road,
Beijing PRC. The Beijing facility consists of 730 square meters (equivalent to
approximately 8,000 square feet), and became fully operational in the first
quarter of 2004.

Per our Agreement with China World Trade, Your Incorporation will offer its
online incorporation services through China World Trade at a discounted rate.
The discount shall be applied to the basic incorporation service fees. Regular
charges will apply for ancillary services such as taxpayer identification
numbers, priority or express mail, expedited filings, corporate Kits, seals or
printed stock certificates, registered agent and registered office services and
other services. Each of the China World Trade filings shall be given priority by
our staff and each shall be submitted by priority mail.

China World Trade agrees to promote the Agreement to its existing network of
business club members and shall from time to time thereafter promote the
arrangement to newly added business club members. China World Trade's promotion
of our services will include:

a. Website. China World Trade will note the arrangement on its
--------
website at www.China World Trade.com;
---------------------------

b. Printed Materials and Media. China World Trade may also, from time to
-------------------------------
time, include printed materials, coupons, flyers or similar advertisements
in routine mailings and shipments to its network of business club members.

For entering into this Agreement, we agreed to issue to China World Trade
400,000 shares of our common voting stock, par value $0.001, from the authorized
but unissued shares of our stock. China World Trade intends to distribute the
shares to its shareholders under this registration statement. We agreed to
register those transactions and also agreed to register the resale of the shares
by the China World Trade shareholders, all at our expense.

REPORTS TO SECURITY HOLDERS
- ------------------------------

After the effective date of this document, we will be subject to the
reporting requirements of Section 13 and 15(d) of the Securities Exchange Act of
1934 and will file quarterly, annual and other reports with the Securities and
Exchange Commission. Our annual report will contain the required audited
financial statements. We are not required to deliver an annual report to
security holders and will not voluntarily deliver a copy of the annual report to
security holders. The reports and other information filed by us will be
available for inspection and copying at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

FEDERAL INCOME TAX CONSEQUENCES
OF THE CHINA WORLD TRADE DISTRIBUTION

The following discussion is a general summary of current Federal Income tax
consequences of the China World Trade distribution, shareholder's particular tax
consequences may vary depending on his individual circumstances. You are urged
to consult your own tax advisor as to the particular tax consequences to you of
the China World Trade distribution, including, without limitation, the
applicability and effect of any state, local or foreign tax laws and the
possible effects of changes of applicable tax laws.

The Internal Revenue Service will not give an advance ruling as to the valuation
of our common stock to be distributed as a dividend by China World Trade to its
shareholders. The IRS is not bound by any determination made by China World
Trade as to the fair market value of the property distributed to the China World
Trade shareholders.

The distribution of our common stock to China World Trade shareholders as a
dividend is likely be a taxable event for distributes who are U.S. residents.
Section 301 of the Internal Revenue Code of 1986 provides that the taxable
amount of the dividend shall be the fair market value of the property
distributed. Section 316 of the Code provides generally that a corporate
distribution will be treated as a dividend to the extent the distribution is
paid out of earnings and profits accumulated since 1996, or out of earnings and
profits for the year of the distribution. Management believes that China World
Trade does not have accumulated earnings and profits since 1996. There are also
no earnings and profits for the year of distribution measured through June 30,
2004. Accordingly, the distribution will be taxable as an ordinary dividend only
to the extent that there are earnings and profits for remainder of the fiscal
year of distribution.

If China World Trade has no earnings and profits for fiscal year 2003, then the
distribution will not be treated as a dividend of China World Trade of the fair
market value of the property distributed. If China World Trade has earnings and
profits for the fiscal year 2003, but not enough earnings and profits to cover
the value of the property distributed, then the distribution will be taxed as an
ordinary income dividend to the extent of the earnings and profits through
fiscal year 2003. If China World Trade has earnings and profits through fiscal
year 2003 that exceed the fair market value of the property distributed, then
the entire distribution will be considered a taxable dividend to the
shareholders.

Corporate holders of China World Trade shares (other than S Corporations) may be
entitled to the dividends-received deduction, which would generally allow such
shareholders a deduction, subject to certain limitations, from their gross
income of either 70% or 80% of the amount of the dividend depending on their
ownership percentage in China World Trade. The holding period for the China
World Trade shareholders for our common stock received in the China World Trade
distribution will commence on the date of the China World Trade distribution.

Computation of Fair Market Value. For income tax purposes, Fair Market Value is
the price at which a willing buyer and a willing seller would agree to exchange
property, neither being under a compulsion to buy or sell. Fair market value
must be determined on the date (or as close to as possible) of the distribution.
Since there is no trading market for our common stock, fair market value will be
calculated at the appropriate time using other valuation techniques. We are
going to use the net book value of our common stock on the date of distribution,
since there is currently no trading market for our common shares. As of June 30,
2004, the taxable dividend value of each of the common shares to be distributed
to China World Trade shareholders would be $0. This is arrived at by dividing
our negative shareholders equity on December 31, 2003, ($2,748) by the number of
our common shares outstanding (10,000,000) as adjusted by our forward split on
July 2, 2004.

The recipients of the distribution are not paying for the shares received and
are therefore not making a decision about investing in the shares. The tax
consequences of the distribution do not change the fact that shareholders of
China World Trade common stock will receive the shares without any direct
payment for them. The information about the amount of the taxable dividend per
share will be delivered to each shareholder in the ordinary course of business
after the computation of earnings and profits for China World Trade for its
fiscal year 2003. China World Trade's fiscal year 2003 is the year ended March
31. March 31, 2003, is the period for which the most recent financial data about
China World Trade will be available.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

The following discussion should be read in conjunction with, and is
qualified in its entirety by, the historical financial statements and related
notes and the financial statements and notes thereto included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategies for our business, includes forward-looking statements
that involve risk and uncertainties. You should review the "Risk Factors" set
forth elsewhere in this prospectus for a discussion of important factors which
could cause actual results to differ materially from the results described in or
implied by the forward-looking statements contained in this prospectus. See
"Forward-Looking Statements."

Overview

South Street Ventures VII, Inc. was incorporated under the laws of the
State of North Carolina on December 12, 2001. We had no operations from December
12, 2001 to July 15, 2003, at which time we became the sole shareholder of
yourincorporation.com. Yourincorporation.com was incorporated under the laws of
the state of North Carolina on July 15, 2003.

Our business is providing online incorporation services through a proprietary
website, http://www.yourincorporation.com. We have developed an online system to
obtain information and then generate the documents typically required to
incorporate. The website was designed and developed to permit online
incorporation by new and inexperienced users. By asking a series of online
questions, the Website obtains information needed to generate forms and
documents for initial incorporation. The Website permits incorporation of for
profit, non-profit and limited liability companies throughout the fifty states
of the United States. Industry data and our research indicate that approximately
2,000,000 new corporations, non-profit corporations and limited liability
companies are created each year.

For our services, we currently charge a flat rate fee for incorporation plus all
costs of the filing. We also offer expedited service and a variety of associated
products such as corporate kits, corporate seals and corporate stock
certificates. We accept checks and offer telephone incorporation as well, but
virtually all of our transactions are online and payment is made by credit card.
We have a reseller agreement with Authorizenet that permits us to accept online
credit card payments.

Since inception, our activities have consisted primarily of designing our
proprietary online system, designing our marketing approach, introducing our
service, and beginning our initial marketing efforts. Practically all of our
revenues have been generated by advertisements placed with the search engine
googol. We are just beginning to receive referrals from past customers. We have
prepared a 15 second television commercial which has aired on an extremely
limited basis in North Carolina. Our founders have funded our operations to date
in exchange for their stockholdings. See "Description of Securities" for a
discussion of the types and terms of the securities we have issued. We are in
the early stage of marketing our services.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates
and judgments that affect the reported amounts of our assets, liabilities,
revenue and expenses and related disclosures. A summary of those accounting
policies can be found in the footnotes to the financial statements included
elsewhere in this prospectus. Certain of our accounting policies are considered
critical as they are both important to the portrayal of our financial condition
and results of operations and require judgments on the part of management about
matters that are uncertain. We have identified the accounting policies below as
important to the presentation of our financial condition and results of
operations.

Revenue Recognition. After the customer has accessed the Website and answered
the questions necessary to generate forms and documents for the initial
incorporation, he is required to pay for the services with a credit card. The
credit card charge is immediately electronically processed and approved or
declined. Once approved, we immediately complete the actual filing forms and
documents and file them electronically, if possible, or overnight them to the
appropriate state. At that point, we recognize the revenue from the transaction.

Accounts Receivable. Accounts receivable represent balances due from credit
card companies for revenues recognized from Website transactions. The funds are
generally deposited to our bank within three banking days. We periodically
evaluate collectibility of accounts receivable and provide an allowance for
doubtful accounts when collectibility appears doubtful. Our management has
determined that no allowance for doubtful accounts is necessary at December 31,
2003.

Advertising Expenses. Advertising costs are expensed as incurred. Practically
all of our advertising expense is for the advertisement placed on the search
engine google. Our CEO and largest shareholder, Charles Barkley, has placed a
credit card on deposit with google with an authorization to debit the charges in
accordance with google's policies. The Company then reimburses the card debits
at their actual costs.

Income Taxes. Deferred income taxes are reported for timing differences between
items of income or expense reported in the financial statements and those
reported for income tax purposes in accordance with Statement of Financial
Accounting Standards number 109 Accounting for Income Taxes, which requires the
use of the asset/liability method of accounting for income taxes. Deferred
income taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
Company provides deferred taxes for the estimated future tax effects
attributable to temporary differences and carryforwards when realization is more
likely than not.

Website Development Costs. In March 2000, the Emerging Issues Task Force, known
as "EITF," reached a consensus on Issue No. 00-2, Accounting for Website
Development Costs. Under EITF Issue No 00-2, accounting for website development
costs depends on the stage in which costs are incurred as follows:

Planning the website: All costs incurred in this stage are expensed as
incurred.

Developing the applications and infrastructure: During this stage, costs may be
incurred to acquire or develop both hardware and software needed to operate the
site. All software costs should be accounted for under AICPA Statement of
Position 98-1 ("SOP 98-1"), Accounting for the Cost of Computer Software
Development or Obtained for Internal Use. Under SOP 98-1, certain software
development costs are capitalized and amortized over the estimated useful life
of the website.

Developing graphics: Graphics are a component of software and their initial
development costs should be accounted for under SOP 98-1. After the launch of
the website, graphics charges should be expensed as incurred, except for website
enhancements, which should be capitalized.

Operating the site: All costs of operating the site should be expensed as
incurred. The costs we incurred and developing our website are accounted for
using EITF Issue No. 00-2.

Net Income Per Share of Common Stock. We have adopted FASB Statement Number
128, Earnings per Share.

Results of Operations

There was no activity for the year ended December 31, 2001 or December 31,
2002. During the year ended December 31, 2003, we were primarily engaged in the
formation and development of our online incorporation system incurring website
costs of $96,715. Following is a partial summary of the costs we incurred:

SOURCE OF COST AMOUNT
---------------- ------------
Services rendered by shareholder in planning and
developing website content $ 92,500
Outside vendor preliminary planning and development 4,215
Software development and registration 5,500

Total costs incurred $ 102,215
------------

Our CEO and founder, Charles Barkley, is an attorney holding a license to
practice law in the State of North Carolina We determined the cost of
developing the website content by by multiplying the number of hours expended
by the Mr. Barkley's usual and customary billing rate calculating the number
The shareholder who aided in development of the website.

Software costs capitalized during 2003 were $5,500, and are being amortized over
a three year period beginning in October, 2003. Amortization expense was $458
for the year ended December 31, 2003, and $458 for the three month period ended
March 31, 2004.

Our website launched at the beginning of December, 2003 so there was only
limited activity for the year ended December 31, 2003.

YEAR ENDED DECEMBER 31, 2003

Sales.

Sales for the year ended December 31, 2003 were $8,732. There are no
meaningful prior periods to compare to these results. Product sales consisted of
approximately 29 incorporations during the month of December, 2003. Three
customers incorporated by phone and the remainder were online customers.

All revenues were from unrelated third parties and were made to retail
consumers.

Cost of Revenues.

The cost of revenues were $108,602 which included $11,887 in customer
service cost and $96,715 in website cost. The customer service component
includes the filing fees to state regulatory authorities, mailing and shipping
costs, and the costs of printed materials such as corporate seals, stock
certificates and kits. We paid no salaries in 2003.

We incurred significant non-cash expenses in the 2003 period, which were
primarily from website development costs. We do not expect those costs to recur.
The website costs were largely the cost incurred for the time expended by our
President, Charles Barkley, in preparing the information, content, forms for the
various states, and the flow of required information on the site. Mr. Barkley
has been a licensed attorney since 1979 and is experienced in all aspects of the
incorporation process. We determined this cost by multiplying Mr. Barkley's
hourly rate by the number of hours expended in this process. We also paid $5,500
to Alter Imaging, Inc., our website designer, for software development,
registration and hosting.

To launch the new venture, the Company initially established a fee for
incorporation of $99. The state filing fee is added to this as well as the
charges for any additional items such as corporate seals, stock certificates and
kits. While the Company accepts checks and cash, practically all of our revenues
are credit card purchases over the internet. The size of the purchase depends on
the state filing fee and the addition of other purchases. Filing fees run from
about $40 to $500. Since the payment is typically by credit card, our credit
card vendor assessment (currently 4.54%) is calculated on the filing fees and
additional purchases as well.

Our marketing has been limited to a paid advertisement in the google search
engine under several search headings such as "online incorporation." We are
charged by the number of "click throughs" for the advertisement whether or not a
purchase is made. We did not establish meta-tag or other, presumably less
expensive, means of advertisement.

Expenses.

General and administrative expenses for the year ended December 31, 2003
were $5,848. There is no meaningful comparison period.

We expect increases in expenses through the year 2004 as we move towards
developing our business plan. We have hired a part time administrative assistant
and may hire additional personnel. We expect an increase in sales related
expenses such as advertising and salespersons' salaries.

Income / Losses.

Net loss for the year ended December 31, 2003 was $(105,718). There is no
meaningful comparison period. Operations had not commenced in the prior period
and income was therefore -0-. The loss was primarily attributable to the
non-cash website cost for the period. There can be no assurance that we will
achieve or maintain profitability or that our revenue growth can be sustained in
the future.

Impact of Inflation.

We believe that inflation has had a negligible effect on operations since
inception. We believe that we can offset inflationary increases in the cost of
labor by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources.

Cash flows provided by operations were $2,566 for the year ended December
31, 2003. There is no meaningful comparison period. Operations had not commenced
in the prior period and cash flow was therefore -0-. Since the Company was in
its development stage until the last month of the year, cash flows for 2003 will
likely have little bearing on subsequent cash flows. We did not have any
material receivables at December 31, 2003.

Cash flows from investing activities were (5,500) and net cash flow
provided by financing activities were $5,000. We did not have any cash flows
from investing activities during the year ended December 31, 2002.

We estimate that revenues will increase substantially in 2004. We believe
that cash flow from operating activities will be sufficient to meet liabilities.
We will need additional capital during 2004 to fulfill our business plan,
enhance the site and engage in marketing. This offering is intended to address
that problem. If revenues increase during 2004, we may have sufficient cash
flow from operations.

Overall, we have funded our cash needs from inception through December 31,
2003, with a series of debt and by transactions with related parties. We are
attempting to raise capital from unrelated third parties. The failure of this
equity financing could have a material adverse effect on operations and
financial condition.

We had cash on hand of $2,066 at December 31, 2003. We will likely
experience a working capital deficit in 2004 due to current obligations, and
incurred costs. We will substantially rely on the revenue from our business;
however, we have no current or projected capital reserves that will sustain our
business for the next 12 months. The current officers have indicated that they
will continue to fund working capital deficits through 2004, but there is no
assurance that they will be able to do so. Also, if the projected revenues fall
short of needed capital we may not be able to sustain our capital needs. A lack
of significant revenues in 2004 will significantly affect our cash position and
move us towards a position where the raising of additional funds through equity
or debt financing will be necessary. We believe our current level of operations
would require capital of approximately $25,000 to sustain operations through
year 2004. Modifications to our site may require additional capital for us to
remain competitive. For example, if we are unable to raise additional capital in
this current offering we may need to curtail our number of new service offerings
or limit our expanded marketing efforts. There can be no assurance that
additional capital in the future will be available to us when needed or
available on terms favorable to South Street.

On a long-term basis, liquidity is dependent on continuation and expansion
of the website operations, receipt of revenues, and additional infusions of
capital and perhaps debt financing. We are planning significant improvements to
our site and additional personnel. Our current capital and revenues are
insufficient to fund such expansion. If we choose to launch such an expansion
campaign, we will require substantially more capital. The funds raised from this
offering will also be used to enhance our marketing, expand our search engine
participation, and perhaps launch an offline advertising campaign. If we are
unable to raise additional capital, our growth potential will be adversely
affected and we will have to significantly curtail our plans.

Results of Operations

Comparison of Six Months Ended June 30, 2004, and June 30, 2003

Revenues. We had no revenues during the six months ended June 30, 2003 as
our efforts were devoted solely to the development of the Yourincorporation.com
website. For the six month period ending June 30, 2004, we had net revenues of
$73,859. Our income was totally the result of fees generated by customers
seeking online incorporation services for their business or non-profit entities
through our website. Fee income totaled $75,992 and was reduced by $1,884 for an
overage reimbursement, returns and discounts.

In April, 2004 we implemented our taxpayer identification procurement program.
We provide certain federal tax forms as part of the basic package, but began to
procure the taxpayer identification numbers for prospects for an additional fee
of $49. We did not offer expedited services until July, 2004 so our fee income
did not include any payments for expedited filings during this period.

Cost of Revenues. For the period ended June 30, 2003, we were in the
process of developing the Yourincorporation.com website. We had no operational
expense other than a $2,250 advance from our CEO to our web designer. We also
began to expense the services rendered by our CEO and Chairman, Charles Barkley,
in the creation of the forms and system for the website. We accrued expense for
web development costs for 2003 based on the hourly rate of Mr. Barkley
multiplied by the time expended. At June 30, 2004, Mr. Barkley had expended 190
hours and we had incurred $41,625 in web development costs.

Customer service expenses were $74,560 for the six months ended June 30, 2004.
Website costs in this period were $3,570. General and Administrative costs were
$45,375 One of the costs of incorporation is the filing fee charge by the
Secretary of State or other recordation officials. Filing fees represented
approximately one quarter of total operating expenses for the six months ended
June 30, 2004, compared to $0 for the six months ended June 30, 2003. Since the
website was not operational during the period ended June 30, 2003, there are no
meaningful comparisons.

Contributed Services expense. Services contributed from the CEO and CFO ,
totaled $50,383 or 26% of the total operating expenses. These amounts represent
services contributed by the company's CEO, a licensed attorney, and the
company's CFO, a licensed certified public accountant. The expenses have been
booked in accordance.

General and Administrative Expense. General and administrative expenses
totaled $45,375. These expenses generally related to the procurement of
corporations, office expenses and vendors, along with corporate kits, corporate
seals, and corporate stock certificates ordered by customers. These materials
are handled through a variety of unrelated third party vendors who typically
drop ship seals and certificates to the customer. Kits are normally delivered to
us for insertion of the corporate paperwork.

Net Operating Loss. For the period ended June 30, 2004, we incurred a net
operating loss of $(49,646) which roughly reflects the $50,383 charge in
contributed services. The contributed services consist in services for our CEO
and CFO who provide legal and accounting services in addition to their
traditional roles.. We have no paid employees. We also hired a free lance
paralegal in March who has been used on a part time, as needed basis. We expect
losses to continue as we expand our business plan. Advertising costs and
personnel costs are likely to increase if the volume of business increases.

Impact of Inflation.

Liquidity and Capital Resources.

Since inception we have financed our operations primarily through advances
from our founder. These advances had been reflected as stockholder payables in
our balance sheets. During the period ended June 30, 2004, the stockholder
payables were converted to equity. We continue to rely on the advances from the
founder to fund our advertising and marketing campaign. We currently have no
lines of credit, bank loans, or other sources of liquidity.

Cash flows provided by operations were $(49,646) for the six months ended
June 30, 2004. We had contributed services of $50,383 from our CEO and CFO which
was the most significant factor in reducing our net cash flows to $5,155. There
is no meaningful comparison period as operations had not commenced during the
six months ended June 30, 2003 and were therefore -0-. Since the company is
typically credited for online sales within 72 hours, we do not have any material
receivables at June 30, 2004.

Cash and cash equivalents totaled $7,221 at the end of the period. We did
not have any cash flows provided by financing activities or from investing
activities during the three months ended June 30, 2004. We had carried a payable
to shareholder of $10,708 which was reduced during the period by a $1,000
reimbursement for costs advanced and a conversion of $9,000 to contribution to
capital.

We had assets of $12,197 as of June 30, 2004 and liabilities of $5,208. Our
stockholder's equity was $12,197at that time.

Demand for our online services will be dependent on, among other things,
market acceptance of our website, the online incorporation market in general,
and general economic conditions, which are cyclical in nature. Inasmuch as a
major portion of our activities is the receipt of revenues from the sales of our
products, our business operations may be adversely affected by our competitors
and prolonged periods of recession.

Our success will be dependent upon implementing our plan of operations and
the risks associated with our business plans. We operate an online service
providing incorporation to non-profit, for profit and limited liability
companies. We hope to strengthen our position in these markets.

Off-Balance Sheet Arrangements. We have no off balance sheet arrangements. Our
CEO and CFO have indicated that they will continue to fund, from time to time,
certain of our liquidity and capital needs, as their limited assets will bear.

VALUATION OF OUR COMMON STOCK

The value placed on our common stock issued for services during the period from
inception through June 30, 2004 was originally estimated by our Board of
Directors, with input from management. We did not obtain contemporaneous
valuations by a valuation specialist because we lacked the necessary resources
and our efforts were focused on website development and the business plan.

Determining the fair value of our common stock requires making complex,
subjective and somewhat arbitrary judgments in the best of circumstances.
Significant factors that contributed to the difference between the estimated
fair value of our common stock as issued and the estimated initial public
offering price of $0.25 per share include the following:

- - The founders provided the expertise and manpower to effect the website and
its system of online incorporations, which included expertise and trade
secrets accumulated for decades prior to the commencement of the company;

- - The contributions made by our founders were unique and proprietary making
our website immediately competitive with industry leaders;

- - In June 2004, we arranged a strategic marketing alliance with China World
Trade Corporation to increase our exposure to potential markets overseas;

- - Continued contributions of services and capital will be required from our
founders in order to continue operations until profitability is achieved,
if ever;

- - Services provided included services that are not typically associated with
the roles of corporate offices, such as the services contributed as special
securities counsel in this offering.

Although it is reasonable to expect that the completion of the initial public
offering will add value to the shares because they will have increased liquidity
and marketability, the amount of that additional value cannot be measured with
either precision or certainty.

DESCRIPTION OF PROPERTY

We currently use and an executive offices business identity located at 6201
Fairview Road, Suite 200, Charlotte, North Carolina 28210. Under the terms of
our arrangement, we have use of an office, conference rooms, and a work area on
an "as needed, first come" basis. This arrangement has been adequate so far. We
also maintain a home office in our President's residence. We outsource certain
of our operations such as registered agent services to third parties.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 4, 2004, we increased our authorized common shares to 100,000,000,
shares, each with a par value of $.001 per share.

On April 25, 2004, we entered into a Consulting Services Agreement with
Greentree Financial Group, Inc. to provide certain consulting services such as:

- - Assistance with the preparation of our Form SB-2 registration statement;
- - State Blue-Sky compliance;
- - Selection of an independent stock transfer agent; and
- - Edgar services.

We paid Greentree Financial Services Corp., 49,000 shares of our common stock.
The shares issued were valued at the estimated value for the services received
which was $12,250, or $.25 per share. From February, 2004 until July, 2004
Charles W. Barkley, our Chief Executive Officer and controlling shareholder,
represented Greentree and certain of its clients from time to time on a variety
of matters in his capacity as a practicing attorney.

Also, on April 25, 2004, we issued 35,000 shares of restricted common stock to
eight individuals. These transactions are set forth in detail in this Prospectus
under the heading "Organization Within the Last Five Years."

We had a shareholder payable to our President, Charles W. Barkley at
December 31, 2003 that was due on demand. At March 31, 2004, the balance due the
officer was $10,708, which also included accrued interest.

On June 2, 2004 we entered into a strategic reliance Agreement with China
World Trade Corp. The agreement with China World Trade has been set forth in
detail in this Prospectus under the heading "Description of Business - Agreement
with China World Trade." We arbitrarily valued these shares at $0.025 per share.
On July 2, 2004 the Board of Directors approved a ten for one forward split of
the Company's stock pursuant to North Carolina General Statute 55-10-02(4).

Mr. Barkley and Mr. Killman have other professional and business dealings
outside the company and intend to establish at least one other are internet
"e-business". This separate business venture may require time and capital that
could be otherwise devoted to the company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

Our Common Stock is not currently quoted or traded on any exchange. We plan
to eventually seek listing on the over-the-counter Bulletin Board. We cannot
guarantee that we will obtain a listing. Although we plan to obtain a market
maker for our securities, our management has not yet discussed market making
with any market maker or broker dealer. There is no trading activity in our
securities, and there can be no assurance that a regular trading market for our
common stock will ever be developed, or if developed, will be sustained.

A shareholder in all likelihood, therefore, will not be able to resell
their securities should he or she desire to do when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities.

(b) Holders

There are 13 record holders of our Common Stock as of the date of this
prospectus.

We have not declared any cash dividends with respect to our Common Stock
and we do not intend to declare dividends in the foreseeable future. Our future
dividend policy cannot be ascertained with any certainty. There are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our common stock.

Penny Stock Characterization

Our Shares are "penny stocks" within the definition of that term as
contained in the Securities Exchange Act of 1934, which are generally equity
securities with a price of less than $5.00. Our shares will then be subject to
rules that impose sales practice and disclosure requirements on certain
broker-dealers who engage in certain transactions involving a penny stock. These
will impose restrictions on the marketability of the common stock.

Under the penny stock regulations, a broker-dealer selling penny stock to
anyone other than an established customer or "accredited investor" must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, unless the broker-dealer or the transaction is otherwise exempt,
the penny stock regulations require the broker-dealer to deliver, prior to any
transaction involving a penny stock, a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the Registered Representative and current bid and offer
quotations for the securities. In addition a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's account, the account's value and information
regarding the limited market in penny stocks. As a result of these regulations,
the ability of broker-dealers to sell our stock may affect the ability of
selling security holders or other holders to sell their shares in the secondary
market. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be adversely
affected, with concomitant adverse affects on the price of our securities. Our
shares may someday be subject to such penny stock rules and our shareholders
will, in all likelihood, find it difficult to sell their securities.

We have no outstanding options and no outstanding warrants.

Agreements to Register.

None, except as set forth in this registration statement.

Shares Eligible for Future Sale.

Upon effectiveness of this registration statement, the 1,290,000 shares of
common stock sold in this offering will be freely tradable without restrictions
under the Securities Act of 1933, except for any shares held by our
"affiliates", which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates
and any person or persons whose sales are aggregated who has beneficially owned
his or her restricted shares for at least one year, may be entitled to sell in
the open market within any three-month period a number of shares of common stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited
resales of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

Future sales of stock owned by our affiliates may be permitted according to
Rule 144. The availability for sale of substantial amounts of common stock under
Rule 144 could adversely affect prevailing market prices for our securities.

EXECUTIVE COMPENSATION

No compensation in excess of $100,000 was awarded to, earned by, or paid to
any executive officer of South Street during the years 2003 and 2002, except as
described below. No cash compensation has been paid to any officer to date and
there is no compensation due for 2003.

The following table and the accompanying notes provide summary information for
each of the last three fiscal years concerning cash and non-cash compensation
paid or accrued by Charles W. Barkley and Michael Killman, South Street' chief
executive officer and chief financial officer since inception.

Summary Compensation Table
--------------------------
Annual Compensation Long Term Compensation
---------------------------- ------------------------------------------------
Name and Restricted Securities LTIP Other
Principal Other Annual Stock Underlying payouts
Position Year Salary Bonus Compensation Award(s) Options
($) ($) ($) ($) (#) ($) ($)
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------

Charles W. 2003 0 0 0 0 0 0 0
Barkley
President

Charles W. 2002 0 0 0 0 0 0 0
Barkley
President

Charles W. 2001 0 0 0 0 0 0 0
Barkley
President
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------

Michael J. 2003 0 0 0 0 0 0 0
Killman
CFO

Michael J. 2003 0 0 0 0 0 0 0
Killman
CFO
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------

South Street has not entered into any employment agreements or compensatory
plans.

COMPENSATION OF DIRECTORSCOMPENSATION OF DIRECTORS

In April 2004, South Street issued 15,000 restricted shares of its common
stock to Annette B. Heim for her commitment to serve on the Board of Directors.
Our President and largest stockholder, Charles Barkley, surrendered for
cancellation an equal number of shares. The Company plans to compensate each of
its Board of Directors but has not established any policy or amount. Board
members typically meet on a monthly basis. We have no standard arrangements
under which we will compensate our directors for their services provided to us.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and Stockholders
Of South Street Ventures VII, Inc.

We have audited the accompanying consolidated balance sheets of South Street
Ventures VII, Inc. (a South Carolina corporation) as of December 31, 2003 and
2002, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of South
Street Ventures VII, Inc. as of December 31, 2003 and 2002, and the consolidated
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses from operations to date
and has a deficiency in working capital, which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ BATEMAN & CO., INC., P.C.
----------------------------------
BATEMAN & CO., INC., P.C.

Houston, Texas
April 23, 2004

SOUTH STREET VENTURES VII, INC.
CONSOLIDATED BALANCE SHEETS
-------------------------------

December 31, June 30,
2003 2002 2004
(Unaudited)
------------ ------------ ------------

ASSETS

Current assets:
Cash and cash equivalents $ 2,066 $ - $ 7,221
Accounts receivable, trade 852 - 850
------------ ------------ ------------
Total current assets 2,918 - 8,071
------------ ------------ ------------

OTHER ASSETS:
Website development costs, net of accumulated
amortization of $458 in 2003 and $916 in 2004 5,042 - 4,126
------------ ------------ ------------
Total assets 7,960 - 12,197
============ ============ ============

LIABILITIES

Current liabilities:
Accounts payable and accrued expenses $ - $ - $ 2,000
Payable to shareholder 10,708 450 3,208
------------ ------------ ------------
Total current liabilities 10,708 450 5,208
------------ ------------ ------------

Total liabilities 10,708 450 5,208
------------ ------------ ------------

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares
authorized, 1,000,000 in 2003 and 2002, and
10,000,000 in 2004 shares issued and outstanding 1,000 1,000 10,000
Capital in excess of par value 102,420 4,000 152,803
Retained deficit (106,168) (450) (155,814)
Less, Receivable from sale of stock - (5,000) -
------------ ------------ ------------
Total stockholder's equity (2,748) (450) 6,989
------------ ------------ ------------
Total liabilities and stockholder's equity $ 7,960 $ - $ 12,197
============ ============ ============

SOUTH STREET VENTURES VII, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002 AND THE SIX MONTH PERIOD ENDED JUNE 30, 2004 (UNAUDITED)
----------------------------------------------------------------------------------

Years Ended Six Months Ended
December 31, June 30,
2003 2002 2004
(Unaudited)
------------ ------------ ------------

Revenues, net $ 8,732 $ - $ 73,859
------------ ------------ ------------

Cost of revenues:
Customer service costs 11,887 74,560
Website costs 96,715 3,570
------------ ------------ ------------
108,602 - 78,130
------------ ------------ ------------
Gross (loss) income (99,870) - (4,271)
------------ ------------ ------------

General and administrative expenses 5,848 - 45,375
------------ ------------ ------------
(Loss) before income taxes (105,718) - (49,646)

Provision (credit) for taxes on income: - - -
------------ ------------ ------------
Net income (loss) $ (105,718) $ - $ (49,646)
============ ============ ============

Basic (loss) per common share $ (0.01) $ - $ (0.00)
============ ============ ============

Weighted average number of shares
outstanding, adjusted for stock split 10,000,000 10,000,000 10,000,000
============ ============ ============

SOUTH STREET VENTURES VII, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002 AND THE SIX MONTH PERIOD ENDED JUNE 30, 2004 (UNAUDITED)
----------------------------------------------------------------------------------

RECEIVABLE
CAPITAL IN FROM SALE
COMMON STOCK EXCESS OF RETAINED OF
SHARES AMOUNT PAR VALUE DEFICIT STOCK TOTAL
---------- ------- ---------- --------- ---------- -------

Balances, December 31, 2001 1,000,000 $ 1,000 $ 4,000 $ (450) $ (5,000) $ (450)
Net (loss) - - - - - -
---------- ------- ---------- --------- ---------- -------

Balances, December 31, 2002 1,000,000 1,000 4,000 (450) (5,000) (450)

Collection of receivable - - - - 5,000 5,000
Contributed services - - 98,420 - - 98,420
Net (loss) - - - (105,718) - (105,718)
---------- ------- ---------- --------- ---------- -------

Balances, December 31, 2003 1,000,000 1,000 102,420 (106,168) - (2,748)

Conversion of stockholders'
payable - - 9,000 - - 9,000
Stock split 9,000,000 9,000 (9,000) - - -
Contributed services - - 50,383 - - 50,383
Net (loss) - - - (49,646) - (49,646)
---------- ------- ---------- --------- ---------- -------

Balances, March 31, 2004
(Unaudited) 10,000,000 $10,000 $ 152,803 $(155,814) $ - $ 6,989
========== ======= ========== ========= ========== =======

SOUTH STREET VENTURES VII, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002 AND THE SIX MONTH PERIOD ENDED JUNE 30, 2004 (UNAUDITED)
----------------------------------------------------------------------------------

Years Ended Six Months Ended
December 31, June 30,
2003 2002 2004
(Unaudited)
------------ ------------ ------------

Cash flows from operating activities:
Net (loss) $ (105,718) $ - $ (49,646)

Adjustments to reconcile net (loss) to net cash
flows from operating activities:
Amortization, website development costs 458 - 916
Contributed services 98,420 - 50,383
Changes in operating assets and liabilities:
Accounts receivable, trade (852) - 2
Accounts payable - - 2,000
Payable to shareholder 10,258 - 1,500
------------ ------------ ------------

Net cash flows from operating activities 2,566 - 5,155
------------ ------------ ------------

Cash flows from investing activities:
Investment in website (5,500) - -
------------ ------------ ------------

Net cash flows from investing activities (5,500) - -
------------ ------------ ------------

Cash flows from financing activities:
Collection of receivable from sale of stock 5,000 - -
------------ ------------ ------------

Net cash flows from financing activities 5,000 - -
------------ ------------ ------------

Net cash flows 2,066 - 5,155

Cash and equivalents, beginning of period - - 2,066
------------ ------------ ------------

Cash and equivalents, end of period $ 2,066 $ - $ 7,221
============ ============ ============

Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
============ ============ ============
Cash paid for income taxes $ - $ - $ -
============ ============ ============

Non-Cash investing and financing activities
Paid-in-Capital $ - $ - $ 9,000
Payable to shareholder - - (9,000)
------------ ------------ ------------

$ - $ - $ -
============ ============ ============

SOUTH STREET VENTURES VII, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
-----------------
(INCLUDING AMOUNTS APPLICABLE TO THE UNAUDITED PERIOD)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Following is a summary of our organization and significant accounting policies:

BUSINESS - Our principal line of business is providing online incorporation
services through a proprietary website, http://www.yourincorporation.com (the
--------------------------------
"Website"). The website was designed and developed to permit online
incorporation by new and inexperienced users. By asking a series of online
questions, the Website obtains information needed to generate forms and
documents for initial incorporation. The Website permits incorporation of for
profit, non-profit and limited liability companies throughout the fifty states
of the United States.

ORGANIZATION - South Street Ventures VII, Inc. ("Venture VII") was incorporated
under the laws of the State of North Carolina on December 12, 2001. Venture VII
had no operations from December 12, 2001 to July 15, 2003, at which time it
became the sole shareholder of yourincorporation.com. yourincorporation.com was
incorporated under the laws of the state of North Carolina on July 15, 2003.
All references herein to the "Company," "we," "our," or "us," collectively refer
to South Street Ventures VII, Inc. and its wholly owned subsidiary,
yourincorporation.com.

BASIS OF CONSOLIDATION - The consolidated financial statements include the
accounts of South Street Ventures VII, Inc. and its wholly owned subsidiary,
yourincorporation.com, Inc. Intercompany accounts and transactions have been
eliminated in consolidation.

WEBSITE DEVELOPMENT COSTS - In March 2000, the Emerging Issues Task Force, known
as "EITF," reached a consensus on Issue No. 00-2, Accounting for Website
Development Costs. Under EITF Issue No 00-2, accounting for website development
costs depends on the stage in which costs are incurred. The stages are
discussed below:

Planning the website: All costs incurred in this stage are expensed as
- -----------------------
incurred.

Developing the applications and infrastructure: During this stage, costs may be
- -----------------------------------------------
incurred to acquire or develop both hardware and software needed to operate the
site. All software costs should be accounted for under AICPA Statement of
Position 98-1 ("SOP 98-1"), Accounting for the Cost of Computer Software
Development or Obtained for Internal Use. Under SOP 98-1, certain software
development costs are capitalized and amortized over the estimated useful life
of the website.

Developing graphics: Graphics are a component of software and their initial
- ---------------------
development costs should be accounted for under SOP 98-1. After the launch of
the website, graphics charges should be expensed as incurred, except for website
enhancements, which should be capitalized.

Operating the site: All costs of operating the site should be expensed as
- ---------------------
incurred.

The costs we incurred in developing our website are accounted for using EITF
Issue No. 00-2. Following is a summary of the costs we incurred:

SOURCE OF COST AMOUNT
Services rendered by shareholder in
planning and developing website content $ 92,500
Outside vendor preliminary planning and development 4,215
Software development and registration 5,500
--------
Total costs incurred $102,215
========

The shareholder who aided in development of the website is an attorney holding a
license to practice law in the State of North Carolina. The value of his
services was determined by multiplying the number of hours expended by the
attorney's usual and customary billing rate.

REVENUE RECOGNITION - After the customer has accessed the Website and answered
the questions necessary to generate forms and documents for the initial
incorporation, he is required to pay for the services with a credit card. The
credit card charge is immediately electronically processed and approved or
declined. Once approved, we immediately complete the actual filing forms and
documents and file them electronically, if possible, or overnight them to the
appropriate state. At that point, we recognize the revenue from the transaction.

ACCOUNTS RECEIVABLE - Accounts receivable represent balances due from credit
card companies for revenues recognized from Website transactions. The funds are
generally deposited to our bank within three banking days. We periodically
evaluate collectibility of accounts receivable and provide an allowance for
doubtful accounts when collectibility appears doubtful. Our management has
determined that no allowance for doubtful accounts is necessary at December 31,
2003.

ADVERTISING EXPENSES - Advertising costs are expensed as incurred. Advertising
expense was $1,386 for the year ended December 31, 2003. Advertising for the
six months ended June 30, 2004, was $10,779.

INCOME TAXES - Deferred income taxes are reported for timing differences between
items of income or expense reported in the financial statements and those
reported for income tax purposes in accordance with Statement of Financial
Accounting Standards number 109 Accounting for Income Taxes, which requires the
use of the asset/liability method of accounting for income taxes. Deferred
income taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
Company provides deferred taxes for the estimated future tax effects
attributable to temporary differences and carryforwards when realization is more
likely than not.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

NET INCOME PER SHARE OF COMMON STOCK - We have adopted FASB Statement Number
128, Earnings per Share, which requires presentation of basic and diluted EPS on
the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. In the accompanying financial statements, basic earnings per share
of common stock is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period. During the
periods presented, we did not have a complex capital structure requiring the
computation of diluted earnings per share.

CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows, we
consider all cash in banks, cash funds held in trust, money market funds, and
certificates of deposit with a maturity of less than three months to be cash
equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS - We
have adopted Statement of Financial Accounting Standards number 119, Disclosure
About Derivative Financial Instruments and Fair Value of Financial Instruments.
The carrying amounts of cash, receivables, and current liabilities approximate
fair value because of the short maturity of these items. These fair value
estimates are subjective in nature and involve uncertainties and matters of
significant judgment, and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. We not hold
or issue financial instruments for trading purposes, nor do we utilize
derivative instruments in the management of our foreign exchange, commodity
price or interest rate market risks.

IMPAIRMENT OF LONG-LIVED ASSETS - We routinely evaluate the carrying value of
our long-lived assets. Impairment losses are recorded when events or
circumstances indicate that a long-lived asset's carrying value may not be
recovered. These events include changes in the manner in which we intend to use
an asset or decisions to sell and asset. To date, we have not recognized any
impairment charges.

UNAUDITED PERIOD - The Company had no operations during the six months ended
June 30, 2003; therefore, the consolidated statements of operations and cash
flows are not comparable.

NOTE 2 - GOING CONCERN:

At December 31, 2003, we had incurred cumulative operating losses of
approximately $106,000, had negative net worth of approximately $2,700, had
limited cash, and had a working capital deficit approximating $7,700. Although
management is currently attempting to expand operations and is seeking
additional sources of equity or debt financing, there is no assurance these
activities will be successful. These factors raise substantial doubt about our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS:

The following summarizes transactions with our shareholders, directors and
officers:

DESCRIPTION AMOUNT
TRANSACTIONS 2002 AND 2001

Receivable due from shareholders for
issuance of stock on December 12, 2001 $ 5,000
Payment of incorporation filing fees by shareholder in 2001 (450)
Balance of receivable from shareholder at
--------
December 31, 2002 and 2001 4,550

TRANSACTIONS 2003

Payment by shareholder to Company for stock issuance (5,000)
Shareholder advance to initiate bank account (1,015)
Payment of website costs by shareholder (4,562)
Payment of December operating expenses by shareholder (2,431)
Office space and office equipment provided by shareholder
for five months (2,250)
--------
Balance of payable to shareholder at December 31, 2003 (10,708)

TRANSACTIONS 2004

Expense paid by shareholder 2,500
Payment to shareholder (1,000)
Transfer to paid-in capital (9,000)
--------
Balance, June 30, 2004 (unaudited) $ 3,208
========

In addition to the above transactions, a shareholder provided services to help
plan and design the Website and provided services in fulfilling customer
incorporation requests. This shareholder currently holds a license to practice
law in the State of North Carolina and therefore was professionally qualified to
help plan, design and service the Website. The aggregate fair value of the
shareholder's services was $98,420. The fair value of the shareholder's
services was determined by multiplying the attorney's normal billing rate by the
number of hours expended.

During the six month period, two shareholders provided legal and accounting
services to the Company. The aggregate fair value of the shareholders' services
was $50,383. The fair value of the services was determined by multiplying the
attorney's and accountant's normal billing rate by the number of hours expended.

NOTE 4 - FEDERAL INCOME TAX:

We follow Statement of Financial Accounting Standards Number 109 (SFAS 109),
Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carryforwards.

The following summary reconciles the Federal statutory tax rate of 34% to our
effective rate:

Benefit of net loss at 34% $ 35,800
Non deductible items - contributed services (33,500)
--------
2,300
Less, Valuation allowance (2,300)
--------
Net provision for income taxes $ -
========

We have a tax loss carryover of $6,840 that will expire in 2023. No deferred
tax asset was recorded for the benefit of this carryover because its realization
was not considered to be more likely than not. Therefore, a valuation allowance
was established to offset the deferred tax benefit of this future benefit.

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS:

The following recent accounting pronouncements:

- - FASB Statements
- - Number 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections
- - Number 146, Accounting for Costs Associated with Exit or Disposal
Activities,
- - Number 147, Acquisitions of Certain Financial Institutions - an amendment
of FASB Statements No. 72 and 144 and FASB Interpretation No. 9,
- - Number 148, Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of FASB Statement No. 123,
- - Number 149, Amendment of Statement 133 on Derivative Investments and
Hedging Activities,
- - Number 150, Financial Instruments with Characteristics of Both Liabilities
and Equity,
- - and FASB Interpretations
- - Number 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others - and
Interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB
Interpretation No. 34
- - Number 46, Consolidation of Variable Interest Entities - an Interpretation
of ARB No. 51

are not currently expected to have a material effect on our financial
Statements.

NOTE 6: SUBSEQUENT EVENT:

In March 2004, the shareholders' of the Company authorized a stock split whereby
each share of common stock outstanding before the split became ten (10) shares
of common stock after the stock split. The basic (loss) per share has been
restated for all periods to give effect to the stock split.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

The accounting firm of Bateman & Company, Inc., P.C., Certified Public
Accountants, audited our financial statements. We have had no changes in or
disagreements with our accountants.

======================================== ====================================

Until _____________, 2004 (40 days after
the date of this prospectus), all
dealers that effect transactions in
these securities, whether or not
participating in this offering, may be
required to deliver a prospectus. This
is in addition to the dealers'
obligation to deliver a prospectus when
acting as underwriters and with respect
to their unsold allotments or
subscriptions.

- --------------------------------
TABLE OF CONTENTS SOUTH STREET VENTURES VII, INC.
- --------------------------------
Prospectus Summary
Risk Factors
Use of Proceeds
Determination of Offering Price
Dilution 1,290,000 SHARES
Selling Security Holders COMMON STOCK
Plan of Distribution $.001 PAR VALUE
Legal Proceedings
Directors & Executive Officers
Security Ownership
Description of Securities
Interests of Named Experts
SEC's Position on Indemnification
Description of Business ----------------
Management's Discussion & Analysis PROSPECTUS
Description of Property ----------------
Certain Relationships and Related Transactions
Market for Common Stock
Executive Compensation
Financial Statements ____ , 2004

NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY SOUTH STREET VENTURES
VII, INC.. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY TO
WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN ANY JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE SOUTH
STREET VENTURES VII, INC. SINCE
SUCH DATE.
======================================== ====================================

INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

South Street Ventures VII, Inc. shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State of North
Carolina, any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, including
an action involving liability under the Securities Act of 1933, as amended, by
reason of the fact that he is or was a director or officer of South Street
Ventures VII, Inc., or served any other enterprise as director, officer or
employee at the request of South Street Ventures VII, Inc. The Board of
Directors, in its discretion, shall have the power on behalf of South Street
Ventures VII, Inc. to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of South Street Ventures VII, Inc.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without
consideration to future contingencies, incurred or expected to be incurred by
South Street Ventures VII, Inc. in connection with the issuance and distribution
of the securities being offered by this prospectus. Items marked with an
asterisk (*) represent estimated expenses. We have agreed to pay all the costs
and expenses of this offering. Selling security holders will pay no offering
expenses.

ITEM EXPENSE*
SEC Registration Fee $ 40
Blue Sky Fees $ 3,000
Legal Fees and Expenses $ 1,000
Accounting Fees and Expenses $ 3,500
Printing $ 1,000
Miscellaneous $ 1,000
================================================
Total* $ 6,540

* Estimated Figures

RECENT SALES OF UNREGISTERED SECURITIES

In December 2002 we issued 1,000,000 restricted shares of our common voting
stock, $.001 par value, to four persons. A total of 965,000 shares were issued
to our founders, Charles W. Barkley and Michael J. Killman, and the remaining
35,000 shares were issued to Phillip Barkley and Charles E. Barkley, the brother
and son respectively of our CEO and largest shareholder, Charles W. Barkley.

We relied on exemptions provided by Section 4(2) of the Securities Act of 1933,
as amended. These shares were issued based on the following facts: (1) the
issuances were isolated private transaction which did not involve a public
offering; (2) there were only four offerees, (3) the offerees agreed to the
imposition of a restrictive legend on the face of the stock certificate
representing the shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4)
the offerees were sophisticated investors; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; (7) there was no cash consideration paid: (8) all of
the offerees are members or relatives of management.

In April 2004, we issued 84,000 shares of restricted common stock as follows:

150,000 restricted shares of common stock to Annette B. Heim in exchange
for Ms. Heim joining the board of Directors of the Company;

5,000 restricted shares of common stock to Rosa E. Sprinkle, the Company's
administrative assistant;

5,000 restricted shares of common stock to Harold H. Martin, a lawyer with
whom the Company has consulted from time to time;

5,000 restricted shares of common stock to Susanne Mulligan, the Company's
web designer;

2,000 restricted shares of common stock to Cai Weiheng (a/ka/ Ricky Cai), a
resident of the People's Republic of China, for services related to translation
and overseas possibilities;

1,000 restricted shares of common stock to Chen Li, (a/ka/ Lilly Chen), a
resident of the People's Republic of China, for services related to translation
and overseas possibilities;

1,000 restricted shares of common stock to Long Jin Fen, (a/k/a Sarah
Long), a resident of the People's Republic of China, for services related to
translation and overseas possibilities;

1,000 restricted shares of common stock to J. D. Xing, a resident of the
People's Republic of China, for legal and related services;

49,000 restricted shares of common stock to Greentree Financial Group,
Inc., A Florida corporation, for financial consulting services.

Charles W. Barkley surrendered for cancellation an equal number of his
shares so that the Company's issued and outstanding shares remained at
1,000,000. We arbitrarily valued these shares at $0.025 per share, on a split
adjusted basis.

We relied on exemptions provided by Section 4(2) of the Securities Act of 1933,
as amended. These shares were issued based on the following facts: (1) the
issuances were isolated private transaction which did not involve a public
offering; (2) there were only nine offerees, (3) the offerees have agreed to the
imposition of a restrictive legend on the face of the stock certificate
representing its shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4)
the offerees were sophisticated investors; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; (7) there was no cash consideration paid: (8) all of
the offerees are directors, employees or consultants to the company.

On July 2, 2004 the Board of Directors approved a ten for one forward split of
the Company's stock pursuant to North Carolina General Statute 55-10-02(4).

EXHIBITS

Exhibit Exhibit Description
Number
- ------- ------------------------------------------------
3.1 Articles of Incorporation
- ------- ------------------------------------------------
3.2 Amendment to Articles of Incorporation
- ------- ------------------------------------------------
3.3 Bylaws
- ------- ------------------------------------------------
4 Form of Stock Certificate
- ------- ------------------------------------------------
5 Legal Opinion
- ------- ------------------------------------------------
23.1 Consent of Charles Barkley, Attorney
(Included in exhibit 5)
- ------- ------------------------------------------------
23.2 Consent of Bateman & Company, Inc., P.A.
- ------- ------------------------------------------------

* Indicates filed as an exhibit to the Registrant's registration statement on
Form SB-2, Commission File No. _____

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the securities
Act of 1933;
b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
c. Include any additional or changed material information on the plan of
distribution.

2. That, for determining liability under the Securities Act of 1933, to treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.

SIGNATURES
----------

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Charlotte, North Carolina on May 17, 2004.

South Street Ventures VII, Inc.

/s/ Charles W. Barkley
-------------------------
By: Charles W. Barkley
Title: President & CEO, Director

South Street Ventures VII, Inc.

/s/ Michael J. Killman
-------------------------
By: Michael J. Killman
Title: Principal Accounting Officer, Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.

/s/ Charles W. Barkley
-------------------------
By: Charles W. Barkley
Title: President & CEO, Director

/s/ Michael J. Killman
-------------------------
By: Michael J. Killman
Title: Chief Financial Officer,
Principal Accounting Officer, Director

DATE: October 26, 2004