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

                                       Form 10-KSB

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934
                     For the fiscal year ended June 30, 2002

___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                     For the transition period from ____ to ____.

                             SUNBURST ACQUISITIONS VII, INC.
                        (Name of small business in its charter)


 Colorado                              0-24483              84-1461844
(State or other jurisdiction     (Commission File Number)  (IRS Employer
of incorporation)                                       Identification Number)





                                4807 S. Zang Way
                               Morrison, Colorado  80465
(         Address of principal executive offices)  (Zip Code)


Issuer's telephone number, including area code: (303) 979-2404
Securities to be registered under Section 12(b) of the Act:  None


                            Title of each class

                                    N/A


Securities to be registered under Section 12(g) of the Act:
                       Common Stock, no par value
                            (Title of Class)


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

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X ]


State issuer's revenues for its most recent fiscal year: $ 0.


State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)   $0

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. [ ]Yes [ ]
No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of June 30, 2002,
the Company had 2,135,000 shares outstanding.


(DOCUMENTS INCORPORATED BY REFERENCE)
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities
Act of 1933 ("Securities Act"). The listed documents should be clearly
described for identification purposes.

Transitional Small Business Disclosure Format (Check one): Yes ____; No
_X__



ITEM 1.        DESCRIPTION OF BUSINESS.


General

The Company was incorporated under the laws of the State of Colorado on
June 30, 1998, and is in the early developmental and promotional
stages. To date the Company's only activities have consisted of the
raising of capital and efforts to seek one or more properties or
businesses for acquisition. The Company has not commenced any commercial
operations. The Company has no full-time employees and owns no real
estate.

To date, the Company's only activities have been organizational ones,
directed at developing its businessplan and raising its initial capital.
The Company has no full-time employees and owns no real estate.

As of the end of its fiscal year June 30, 2002, the Company had not
identified a business opportunity that it planned to pursue, nor had the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.

No assurance can be given that the Company will be successful in finding
or acquiring a desirable business opportunity, given the limited funds
that are expected to be available for acquisitions, or that any
acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

The Company's search will continue to be directed toward enterprises which
have a desire to be become a public corporation and which have a business
plan designed to allow them to take advantage of opportunities available
to public entities. This includes entities which have been recently
organized, with no operating history, or a history of losses attributable
to undercapitalization or other factors, entities in need of funds to
develop a new product or service or to expand into a new market, entities
which desire to use their securities to make acquisitions, and entities
which have a combination of these characteristics.

In searching for investment opportunities, the Company is not restricted
to any particular geographical area or industry. Therefore, subject to
economic conditions, limitations on its ability to locate available
business opportunities, and other factors, the Company has substantial
discretion in selecting an appropriate business opportunity.

In connection with any acquisition, it is highly likely that an amount of
stock constituting control of the Company would be issued by the Company
or purchased from the Company's current principal shareholders by the
target entity or its controlling shareholders.


Other Entities

The officers, directors and principal shareholders of the Company are
also the officers, directors and principal shareholders of several other
blind pool or blank check corporations. Each of these other corporations
has the same business plan as the Company.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other company's management and personnel, the anticipated acceptability
of new products or marketing concepts, the merit of technological
changes, and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria.
In many instances, it is anticipated that the historical operations of a
specific firm may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or
substantially augment management, or make other changes.

Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further
risks, because management in many instances will not have proved its
abilities or effectiveness, the eventual market for such company's
products or services will likely not be established, and such company may
not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's
limited financing. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against
profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders
pursuant to the authority and discretion of the Company's management to
complete acquisitions without submitting any proposal to the stockholders
for their consideration. Company management does not generally anticipate
that it will provide holders of the Company's securities with financial
statements, or any other documentation, concerning a target company or
its business prior to any merger or acquisition. In some instances,
however, the proposed participation in a business opportunity may be
submitted to the stockholders for their consideration, either voluntarily
by Company management which elects to seek the stockholders' advice and
consent, or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors. Although
there are no current plans to do so, Company management might hire an
outside consultant to assist in the investigation and selection of
business opportunities, and in that event, might pay a finder's fee.
Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of
business opportunities, no policies have been adopted regarding use of
such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of
service, or regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in
cash. Otherwise, the Company anticipates that it will consider, among
other things, the following factors:

(1)        Potential for growth and profitability,
           indicated by new technology, anticipated market expansion,
           or new products;

(2)        Strength and diversity of existing management,
           or management prospects that are scheduled for
           recruitment;

(3)        Capital requirements and anticipated
           availability of required funds, to be provided from
           operations, through the sale of additional securities,
           through joint ventures or similar arrangements, or from
           other sources;

(4)        The Company's perception of how any particular
           business opportunity will be received by the investment
           community and by the Company's stockholders;

(5)        The availability of audited financial
           statements for the business opportunity; and

(6)        Whether, following the business combination,
           the financial condition of the business opportunity would
           be, or would have a significant prospect in the
           foreseeable future of becoming sufficient to enable the
           securities of the Company to qualify for listing on an
           exchange or on a national automated securities quotation
           system, such as NASDAQ.


No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to the opportunity and make a
determination based upon reasonable investigative measures and available
data. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business
opportunity may require several additional months or more.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company
to be attractive. These include acquisition candidates desiring to create
a public market for their shares in order to enhance liquidity for
current shareholders, acquisition candidates which have long-term plans
for raising equity capital through the public sale of securities and
believe that the possible prior existence of a public market for their
securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for
cash, and believe that the possibility of development of a public market
for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.


Form of Acquisition

It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities
will be reviewed as well as the respective needs and desires of the
Company and the promoters of the opportunity and, upon the basis of that
review and the relative negotiating strength of the Company and such
promoters, the legal structure or method deemed by management to be
suitable will be selected. Such structure may include, but is not limited
to leases, purchase and sale agreements, licenses, joint ventures and
other contractual arrangements. The Company may act directly or
indirectly through an interest in a partnership, corporation or other
form of organization. Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or
forms of business organization. In addition, the present management and
stockholders of the Company most likely will not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, the Company's directors may
resign and new directors may be appointed without any vote by
stockholders.


It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company. In order to acquire 80% or more of the
outstanding stock of a business to be acquired, it is likely that
the Company would be required to issue a substantial number of
shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").

It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the
transaction is consummated, or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and
their potential sale into any trading market that might develop in the
Company's securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of
such agreement cannot be predicted, generally such an agreement would
require specific representations and warranties by all of the parties
thereto, specify certain events of default, detail the terms of closing
and the conditions which must be satisfied by each of the parties thereto
prior to such closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.


Competition

The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities
than the Company and will therefore be in a better position than the
Company to obtain access to attractive business opportunities. The
Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the
Company.


Administrative Offices

The Company currently maintains a mailing address at 4807 S. Zang Way,
Morrison, Colorado 80465, which is the office address of its President.
The Company's telephone number there is (303) 979-2404.

Other than this mailing address, the Company does not currently maintain
any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The
Company pays no rent or other fees for the use of this mailing address.


Employees
The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability
will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities. No
remuneration will be paid to the Company's officers except as set forth
under "Executive Compensation" and under "Certain Relationships and
Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties. Forward-looking statements include, but are not limited
to, statements under the following headings:

(i)         "Description of Business - General" - the
             general description of the Company's plan to seek a merger
             or acquisition candidate, and the types of business
             opportunities that may be pursued.

(ii)        "Description of Business - Investigation and
             Selection of Business Opportunities" - the steps which may
             be taken to investigate prospective business
             opportunities, and the factors which may be used in
             selecting a business opportunity.

(iii)       "Description of Business - Form of
             Acquisition" - the manner in which the Company may
             participate in a business acquisition.

The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to carry
out its business plan in the manner described herein.



ITEM 2.         DESCRIPTION OF PROPERTY.
The Company currently maintains a mailing address at 4807 S. Zang Way,
Morrison, Colorado 80465, which is the address of its President. The
Company pays no rent for the use of this mailing address, however, for
financial statement purposes, the Company is accruing $50 per month as
additional paid-in capital for this use. The Company does not believe
that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein. The
Company's telephone number is (303) 979-2404.



The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any
such investments in the future. However, the policy of the Company with
respect to investment in real estate assets could be changed in the
future without a vote of security holders.


ITEM 3.        LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. No director, officer or
affiliate of the Company, and no owner of record or beneficial owner of
more than five percent (5%) of the securities of the Company, or any
associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company
in reference to pending litigation.



ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended June
30, 2002.


PART II


ITEM 5.         MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's securities are currently held of record by a total of
approximately 116 persons.

No dividends have been declared or paid on the Company's securities, and
it is not anticipated that any dividends will be declared or paid in the
foreseeable future.


ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

As of June 30, 2002 the Company remains in the development stage. For
the fiscal year ended June 30, 2002 the Company's balance sheet
reflects current asset and total assets of $844 (cash and cash equivalents)
and total current liabilities of $7,527.

The Company will carry out its plan of business as discussed above.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity which the Company may eventually
acquire.

Results of Operations

During the period from June 30, 1998 (inception) to June 30, 2002, the
Company has engaged in no significant operations other than organizational
activities, acquisition of capital, preparation and filing of the
registration of its securities under the Securities Exchange Act of 1934,
as amended, compliance with its periodical reporting requirements, and
efforts to locate a suitable merger or acquisition candidate. No revenues
were received by the Company during this period.

Plan of Operations

For the fiscal year ending June 30, 2002 the Company expects to contiune
its effoerts to locate a suitable business acquisition candidate and
thereafter to complete a business acquisition transaction.  The company
anticipates incurring a loss for the fiscal year as a result of expenses
associated with compliance with the reporting requirements of the
Securities Exchange Act of 1934, and expenses associated with locating
and evaluating acquisition candidates.  The Company does not expect to
generate revenues until it completes a business acquisition, and,
depending upon the performance of the acquired business, it may also
contiue to operate at a loss after completion of a business combination.

From the date of filing of its registration statement under the
Securities Exchange Act of 1934 (June 17, 1998) until the end of the
second quarter of its June 2002 fiscal year, the Company filed all
required periodic reports under the Securities Exchange Act of 1934.
After completing the filing of the report on Form 10QSB for the period
ended December 31, 2001, the Company ceased filing reports in order to
avoid incurring additional legal and accounting expenses.

After the second quarter of its June 2001 fiscal year, the Company
remained dormant for the all of 2002, 2003, 2004, and 2005
fiscal years.  The Company incurred only minimal expenses for legal
and accounting fees as well as state registration fees during the
period it remained dormant. In September 2005 the Company began to take
steps (starting with March 2002 10QSB) to file all delinquent reports
and to once again become current in its compliance with the Securities
and Exchange Act of 1934. Accumulated legal and professional fees
attributable to on-going filing requirements with the Securities and Exchange
Commission were paid by the Company's president in March 2002 in the
approximate amount of $6,800.


Need for Additional Financing

It is anticipated that the Company will require additional capital in
order to meet its cash needs for the next year, including the costs of
compliance with the continuing reporting requirements of the Securities
Exchange Act of 1934, as amended.

No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or
issuance of additional securities prior to the location of a merger or
acquisition candidate.  Accourdingly, there can be no assurance that
any additional funds will be available to the Company to allow it to
cover its expenses.  Notwithstanding the foregoing, to the extent that
additional funds are required, the Company anticipates receiving such
funds in the form of advancements from current shareholders without
issuance of additional shares or other securiies, or through the
private placement of resticted secrities rather than through a public
offering.

The Company may also seek to compensate providers of services by
issuances of stock in lieu of cash. For information as to the Company's
policy in regard to payment for consulting services, see "Certain
Relationships and Transactions."


ITEM 7.        FINANCIAL STATEMENTS.
See the following pages.




SUNBURST ACQUISITIONS VII, INC.
(A Development Stage Company)
Report of Independent Registered Public Accounting Firm       F-1
Balance Sheet                                                 F-2
Statements of Operations                                      F-3
Statement of Stockholders' Equity (Deficit)                   F-4
Statements of Cash Flows                                      F-5
Notes to Financial Statements                                 F-6



<Letterhead of Independent Registered Public Accounting Firm>

                                                    Larry O'Donnell, CPA, P.C.
                                                      Telephone (303) 745-4545
                                              2228 South Fraser Street, Unit 1
                                                        Aurora, Colorado 80014



           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Sunburst Acquisition VII, Inc.

I have audited the accompanying balance sheet of Sunburst Acquisition
VII, Inc. as of June 30, 2002, and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows
for the years ended June 30, 2002 and 2001, and for the period from
inception (June 30, 1998) to June 30, 2002. These financial statements
are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audits. The financial statements of Sunburst Acquisition VII, Inc.
for the period from June 30, 1998 (Date of Inception) to June 30,
2001, were audited by other auditors whose report dated August 24,
2001, expressed an unqualified opinion on those statements.

I conducted my audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sunburst Acquisition
VII, Inc. as of June 30, 2002, and the results of its operations and
its cash flows for the years ended June 30, 2002 and 2001, and for the
period from inception (June 30, 1998) to June 30, 2002, in conformity
with generally accepted accounting principles in the United States of
America.

October __, 2005
Larry O'Donnell, CPA, P.C.
_______________
                                     F-1



                         Sunburst Acquisitions VII, Inc.
                        (A Development Stage Company)
                                 BALANCE SHEET
                                 June 30, 2002

ASSETS

CURRENT ASSETS
Cash and cash equivalents                                       $       844

                                                                  ---------
Total current assets                                                    844
                                                                  ---------


TOTAL ASSETS                                                     $      844
                                                                  =========


LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable                                                   $    857
Accounts payable - related party                                      6,670
                                                                  ---------
Total current liabilities                                             7,527

STOCKHOLDERS'EQUITY (DEFICIT)
Preferred stock, no par value; 20,000,000 shares
authorized; no shares issued and outstanding                              -
Common stock, no par value; 100,000,000
shares authorized; 2,135,000 shares issued and
outstanding                                                          11,935
Additional paid-in capital                                            4,900
Common stock subscribed                                                  -
Deficit accumulated during the development stage                    (23,518)
                                                                  ---------
                                                                     (6,683)
                                                                  ---------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)             $       844
                                                                  =========

The accompanying notes are an integral part of the financial statements.
                                      F-2



                       Sunburst Acquisitions VII, Inc.
                        (A Development Stage Company)
                          STATEMENTS OF OPERATIONS

<table>

                               <c>               <c>           <c>
                                  For the period
                                  from inception    For the year  For the year
                                  (June 30, 1998)   ended         ended
                                  to June 30,       June 30,      June 30,
                                  2002              2002          2001

REVENUES                                  $     -        $      -      $      -

EXPENSES
Amortization                                  300               -             -
Bank service fees                               7               -             -
Consulting fees                             1,935               -             -
General office                                917               -            38
Gifts                                          24               -             -
Legal fees                                  6,976           2,599           671
Professional fees                          10,959           3,180         2,748
Rent                                        2,400             600           600
                                        ---------          ------         -----
Total expenses                             23,518           6,379         4,057
                                        ---------       ---------      --------
NET LOSS                                  (23,518)         (6,379)       (4,057)

Accumulated deficit
Balance, beginning
of period                                       -         (17,139)      (13,082)
                                        ---------       ----------    ---------
Balance, end of
period                               $    (23,518)  $     (23,518) $    (17,139)
                                        =========       ==========    =========


NET LOSS PER SHARE                       $  (0.01)         $ (NIL)      $ (NIL)
                                        =========       ==========    =========

WEIGHTED AVERAGE
NUMBER OF
SHARES OF COMMON
STOCK
AND COMMON STOCK
EQUIVALENTS
OUTSTANDING                             2,135,000        2,135,000    2,135,000
                                        =========       ==========    =========
</table>

The accompanying notes are an integral part of the financial statements.
                                      F-3


                       Sunburst Acquisitions VII, Inc.
                        (A Development Stage Company)
                STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
       For the period from inception (June 30, 1998) to June 30, 2002
<TABLE>
<S>                           <c>         <c>         <c>         <c>         <c>         <c>           <c>
                                                                                           Deficit
                                  Preferred stock       Common stock                       accumulated   Total
                                 ------------------    ------------------      Additional  during the    stock-
                               Number of              Number of                paid-in     development   holders
                               shares        Amount   shares        Amount     capital     stage         equity
                                                                                                        (deficit)
                              ----------   --------   ----------   --------   -----------  ------------  ------

Preferred stock issued for
   cash, June 1998 at $0.10
   per share                     100,000  $  10,000            -   $     -     $        -    $        -  $10,000

Common stock issued for services,
   June 1998, at $0.001
   per share                           -          -    1,935,000     1,935              -             -    1,935

Net loss for the period ended
   June 30, 1998                       -          -            -         -              -      (1,935)    (1,935)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 1998           100,000     10,000    1,935,000     1,935              -      (1,935)    10,000

Rent at no Charge                      -          -            -                      600            -       600

Net loss for the year ended
   June 30, 1999                       -          -            -         -              -      (6,226)    (6,226)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 1999           100,000     10,000    1,935,000     1,935            600      (8,161)     4,374

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2000                       -          -            -         -              -       (4,921)   (4,921)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2000           100,000     10,000    1,935,000     1,935          1,200      (13,082)       53

Shareholder contributions
   October 30, 2000                    -          -            -         -          2,500            -     2,500

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2001                       -          -            -         -              -       (4,057)   (4,057)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2001           100,000     10,000    1,935,000     1,935          4,300      (17,139)     (904)

Conversion of preferred stock   (100,000)   (10,000)     200,000    10,000              -            -         -

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2002                       -          -            -         -              -       (6,379)   (6,379)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2002                 -   $      -    2,135,000   $11,935      $   4,900     $(23,518)  $(6,683)
                                ========   ========    =========   =======      =========     ========   =======

</table>
The accompanying notes are an integral part of the financial statements.
					F-4





                       Sunburst Acquisitions VII, Inc.
                        (A Development Stage Company)
                          STATEMENTS OF CASH FLOWS

<TABLE>
<S>                               <c>               <c>           <c>
                                  For the period
                                  from inception    For the year  For the year
                                  (June 30, 1998)   ended         ended
                                  to June 30,       June 30,      June 30,
                                  2002              2002          2001
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss                          $    (23,518)       $  (6,379)      $  (4,057)
Adjustments to reconcile
net loss to net cash flows
from operating activities:
  Amortization                             300                -               -
  Rent expense                           2,400              600             600
  Stock issued for consulting fees       1,935                -               -
  Increase (decrease) in
    accounts payable                       857           (1,891)          2,748
  Increase in accounts payable-
  related party                          6,670            6,670               -
                                    ----------         --------          -------
Net cash flows from operating
activities                             (11,356)          (1,000)           (709)

CASH FLOWS FROM INVESTING
ACTIVITIES
Increase in organization costs            (300)               -               -
                                    ----------         --------          ------
Net cash flows from investing
activities                                (300)               -               -

CASH FLOWS FROM FINANCING
ACTIVITIES
Shareholder contributions                2,500                -           2,500
Issuance of preferred stock,
 converted to common stock              10,000                -               -
                                    ----------         --------          ------
Net cash flows from financing
activities                              12,500                -           2,500
                                    ----------         --------          ------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                       844           (1,000)          1,791

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                         -             1,844              53
                                    ----------         --------          ------
CASH AND CASH EQUIVALENTS,
END OF PERIOD                      $       844         $    844          $1,844
                                     =========         ========          ======

</table>
The accompanying notes are an integral part of the financial statements.
                                      F-5


                       Sunburst Acquisitions VII, Inc.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              June 30, 2002

1.        Summary of Significant Accounting Policies
Development Stage Company
Sunburst Acquisitions VII, Inc. (a development stage company) (the
"Company") was incorporated under the laws of the State of Colorado on
June 30, 1998. The initial principal office of the corporation is 4807
South Zang Way, Morrison, Colorado 80465.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board. It has no
full-time employees and owns no real property. The Company intends to
operate as a capital market access corporation by registering with the
U.S. Securities and Exchange Commission under the Securities Exchange Act
of 1934. After this, the Company intends to seek to acquire one or more
existing businesses which have existing management, through merger or
acquisition. Management of the Company will have virtually unlimited
discretion in determining the business activities in which the Company
might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal Year
The fiscal year of the corporation shall be established by the board of
directors.

Loss per Share
Loss per share was computed using the weighted average number of shares
of common stock outstanding during the period.

Organization Costs
Costs to incorporate the Company have been capitalized and were being
amortized over a sixty-month period.  These costs were fully expensed
as of December 31, 1999 due to SOP 98-5.


Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represents financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.

Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.

Consideration of Other Comprehensive Income Items
SFAS 130 - Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other
direct equity changes and credits) and its components as part of the
basic financial statements. For the year ended June 30, 2002 the
Company's financial statements do not contain any changes in equity that
are required to be reported separately in comprehensive income.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received in
exchange.


2.        Stockholders' Equity
As of June 30, 2002, 1,935,000 shares of the Company's no par value
common stock had been issued for consulting services provided. The
services were converted to shares at $0.001 per share.

Prior to January 1, 2002, 100,000 shares of the Company's no par value
Series A preferred stock had been issued at $0.10 per share.

Commencing on July 1, 2000, the holders of record of shares of this
Series A preferred stock shall be entitled to receive, when and as
declared by the board of directors out of funds legally available
therefore, cash dividends at the rate of $0.01 per share per annum,
payable quarterly, in arrears, on such dates as may from time to time be
determined by the board of directors.

In the event of liquidation or dissolution of the Company, the holders of
shares of this Series A shall be entitled to receive out of the assets of
the Company an amount equal to $0.10 per share, plus any accrued and
unpaid dividends thereon to the date fixed for distribution.  This
distribution shall be in preference and have priority over any such
distribution upon the common stock of the Company and all other preferred
stock of the Company.  If the assets of the Company are not sufficient to
pay such amount in full to the holders of this Series A and of all such
other Series, the holders shall share ratably in any such distribution of
assets in accourdance with the amounts which would be payable on such
distribution if the amounts, to which the holders of this and all such
other series are entitled, were paid in full.

To the extent not previously converted into shares of common stock,
this Series A may be redeemed, in whole or in part, at the option of
the Company by resolution of its board of directors at a redemption
price per share of $0.15, plus any accrued and unpaid dividends theron
to the date fixed for redemption.

The holders of shares of this Series A shall have the right to vote
wither in the election of directors or in any other matter.

On January 1, 2002, the holders of the Company's preferred stock agreed
to convert all 100,000 no par Series A preferred shares to common shares.
The conversion rate of of two shares of common stock for each share of
Series A preferred stock was stipulated in Articles of Incorporation.

3.        Related Party Transactions
As of the date hereof, Michael R. Quinn and Jay Lutsky are the
officers and directors of the Company, and are the owners of 1,649,000
shares of common stock, constituting approximately 77% of the Company's
issued and outstanding shares.

The Company's President is providing office space at no charge to the
Company.  For purposes of financial statements, the Company is accruing
$50 per month as additional paid-in capital for this use.


4.        Income Taxes
The Company has Federal net operating loss carryforwards of approximately
$23,500 expiring during the years 2018 through 2022. The tax benefit of
these net operating losses is approximately $4,500 and has been offset
by a full allowance for realization. This carryforward may be limited
upon the consummation of a business combination under IRC Section 381.
For the year ended June 30, 2002, the valuation allowance increased by
approximately $1,200.



ITEM 8A.         CONTROLS AND PROCEDURES.
The Securities and Exchange Commission defines the term disclosure
controls and procedures to mean a company's controls and other procedures
that are designed to ensure that information required to be disclosed in
the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and
forms. The Company maintains such a system of controls and procedures in
an effort to ensure that all information which it is required to disclose
in the reports it files under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified under the SEC's rules and forms.

Based on an evaluation performed, the Company's certifying officers have
concluded that the disclosure controls and procedures were effective as
of June 30, 2002, to provide reasonable assurance of the achievement of
these objectives.

There was no change in the Company's internal control over financial
reporting during the fiscal year ended June 30, 2002, that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


PART III

ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The director and executive officer currently serving the Company is as
follows:

Name                Age    Positions Held and Tenure

Jay Lutsky          62     President and a Director since June 1998


The director named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-
year terms at the annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances,
could amount to as little as two hours per month, or more than forty
hours per month, but more than likely will fall within the range of five
to ten hours per month.


Biographical Information

JAY LUTSKY
Mr. Lutsky has served as President, and as a Director of the Company
since its inception. From 1968 to 1974, Mr. Lutsky was employed at United
Bank of Denver in various management positions, including Guaranteed
Check Manager, Corporate Programs Manager and Executive Lending Officer.
>From April 1974 through April 1980, Mr. Lutsky was involved in the
publishing and ski promotions business, serving as President of Mountain
States Ski Association, a company he helped to start. From August 1983
through September 1985, Mr. Lutsky worked in the positions of General
Manager of the SumFun Program, Regional marketing Manager, and Investor
Relations Manager for Gold C Enterprises, Inc., a publicly-traded
Colorado corporation that published discount coupon books. Since May of
1980, Mr. Lutsky has done business as Dolphin & Associates, a private
consulting firm and he has managed his personal investment portfolio.

Mr. Lutsky has served on the board and been president of several public
companies. From December 1986 through May, 1990, Mr. Lutsky served as
president of Eagle Venture Acquisitions, Inc. ("Eagle"). Eagle merged
with Network Financial Services, Inc. ("Network") in May 1990. Mr. Lutsky
continued on the board of Network which traded on the NASDAQ system until
December, 1993. Mr. Lutsky was a vice-president and served on the board
of Starlight Acquisitions, Inc. ("Starlight"), a blank check offering.
Starlight merged with Toucan Gold Corporation ("Toucan"), TUGO-Bulletin
Board, on May 10, 1996. Mr. Lutsky now serves as an advisor to the
current board of directors of Toucan. Until November, 1997, Mr. Lutsky
was an officer and served on the board of directors of Gatwick, Ltd., a
Regulation A public company. In November, 1997, Gatwick, Ltd., changed
its name to AIM Smart Corporation and completed a share acquisition
transaction with Smart AIM Corporation, a Michigan corporation. Mr.
Lutsky also currently serves on the board of directors of Sunburst
Acquisitions III, Inc., Sunburst Acquisitions VII, Inc. and Sunburst
Acquisitions VIII Inc.(until sold on March 17, 2005), all of which
are or were blind pool or blank check companies.

He earned a Bachelor of Science degree from Kent State University in
1967.

Compliance with Section 16(a) of the Exchange Act.

Mr. Lutsky filed an Initial Statement of Beneficial Ownership of
Securities on Form 3.


Audit Committee.
As of the date of this Annual Report, we have not appointed members to an
audit committee and, therefore, the respective role of an audit committee
has been conducted by our Board of Directors. When established, the audit
committee's primary function will be to provide advice with respect to
our financial matters and to assist the Board of Directors in fulfilling
oversight responsibilities regarding finance, accounting, tax and legal
compliance. The audit committee''s primary duties and responsibilities
will be to: (i) serve as an independent and objective party to monitor
our financial reporting process and internal control system; (ii) review
and appraise the audit efforts of our independent accountants; (iii)
evaluate our quarterly financial performance as well as compliance with
laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide
and open avenue of communication among the independent accountants,
management and the board of directors.

Our Board of Directors has considered whether the regulatory provision of
non-audit service is compatible with maintaining the principal
independent accountant's independence.

Code of Ethics
The Company has not yet adopted a code of ethics which applies to the
chief executive officer, or principal financial and accounting officer or
controller, or persons performing similar functions. The Company is a
"blind pool" or "blank check" company whose shares are not yet trading.
Compliance With Section 16(a) of the Exchange Act.

The Company's officers and directors plan to file an Annual Statement of
Changes in Beneficial Ownership.


ITEM 10.         EXECUTIVE COMPENSATION.
No officer or director received any remuneration from the Company during
the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the
Company other than reimbursement for out-of-pocket expenses incurred on
behalf of the Company. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of the end of the Company's fiscal
year ended June 30, 2002, the number of shares of Common Stock owned of
record and beneficially by executive officers, directors and persons who
hold 5.0% or more of the outstanding Common Stock of the Company. Also
included are the shares held by all executive officers and directors as a
group.

Name and Address                 Number of Shares Owned   Percent of Class
                                 Beneficially             Owned
Michael R. Quinn
2082 Cherry Street
Denver, Colorado 80207            821,000                   38.45%


Jay Lutsky (1)
4807 S. Zang Way
Morrison, CO 80465                826,000                   38.69%


All directors and
executive
officers (1 person)               826,000                   38.69%


(1) The person listed is an officer, a director, or both, of the Company.



ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of  Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful misconduct.
In so far as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and
is, therefore, unenforceable.

Exclusion of Liability

Pursuant to the Colorado Corporation Code, the Company's Articles of
Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, acts in violation of Section 7-5-114 of the
Colorado Corporation Code, or any transaction from which a director receives
an improper personal benefit.  This exclusion of liability does not limit
any right which a director may have to be indemnified and does not affect
any director's liability under federal or applicable state securities laws.

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his
time to the affairs of the Company.  There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may
require that the Company attempt to employ additional personnel.  There is
no assurance that the services of such persons will be available or that they
can be obtained upon terms favorable to the Company.

Each of the Company's officers and directors also are officers, directors,
or both of several other Colorado based development-stage corporation in the
same business as theCompany.  These companies may be in direct competition
with the Company for available opportunities.

Company management, and the other principal shareholders of the Company,
intend to actively negotiate or otherwise consent to the purchase of a portion
of their common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction.  Members of management acquired their
shares for services rendered at a price of $0.001 per share, and the total
purchase price for all presently issued and outstanding shares (including
both common stock and Series A Convertible Preferred Stock) was $11,935, of
which $10,000 was paid in cash and $1,935 was paid in the form of performance
of services. It is anticipated that a substantial premium may be paid by the
purchaser in conjunction with any sale of shares by officers, directors or
affiliates of the Company which is made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial
premium may be paid to Company officers, directors and affiliates to acquire
their shares creates a conflict of interest for them and may compromise their
state law fiduciary duties to the Company's other shareholders. In making any
such sale, Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the Company and
the Company's other shareholders, and the other shareholders are not expected
to be afforded the opportunity to approve or consent to any particular buy-out
transaction involving shares held by members of Company management.


ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

(a)        The Exhibits listed below are filed as part of
           this Annual Report.


          31.1        Certification pursuant to Rule 13a-14(a) or
                      15d-14(a) under the Securities Exchange Act of 1934, as
                      amended.

          32.1        Certification pursuant to 18 U.S.C. Section
                      1350, as adopted pursuant to Section 906 of the Sarbanes-
                      Oxley Act of 2003.


(b)        No reports on Form 8-K were filed by the
           Company during the last quarter of its fiscal year ending
           June 30, 2002.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate audit and audit related fees billed by Larry O'Donnell,
CPA, P.C. for audit of the Company's annual financial statements and for
review of the Company's quarterly financial statements filed on Form 10-
QSB were $ 0 for the fiscal year ended June 30, 2002.  For the year
ended June 30, 2001, Comiskey & Company P.C. billed the Company a total
of $2,600 for the audit of June 30, 2001 and the review of interim
periods.

Tax Fees
The aggregate fees billed by Larry O'Donnell, CPA, P.C. for tax
compliance, advice and planning were $ 0 for the fiscal year ended
June 30, 2002.  For the fiscal year ended June 30, 2001, Comiskey &
Company P.C. billed the Company a total of $1,475 for tax preparation.


All Other Fees
Larry O'Donnell, CPA, P.C. did not bill the Company for any products and
services other than the foregoing during the fiscal year ended June 30,
2002.  For the fiscal year ended June 30, 2001, Comiskey & Company P.C.
did not bill the Company for any products and services other than the
foregoing.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



SUNBURST ACQUISITIONS VII, INC.


By: /S/ JAY LUTSKY
Jay Lutsky (Principal Executive Officer and Director)
Date: November 8, 2005