U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               Form 10-QSB

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2002.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   __000-24483__

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

      Colorado                              84-1461844
----------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

4807 South Zang Way        Morrison,  Colorado              80465
-------------------------------------------------------------------
(Address of Principal Office)                              Zip Code

           Issuer's telephone number:    (303) 979-2404

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 _____  No __X__

Applicable only to 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 issuers

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At 3/31/02 the
following shares of common were outstanding:  Preferred Stock, no par value,
0 shares; Common Stock, no par value, 2,135,000 shares.

Transitional Small Business Disclosure
Format (Check one):
Yes _____     No __X__

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

       (a)  The unaudited financial statements of registrant for the
three months ended March 31, 2002, follow.  The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.



                      SUNBURST ACQUISITIONS VII, INC.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                     Quarter Ended March 31, 2002
                               (Unaudited)

<PAGE>


                             CONTENTS



     Balance Sheet                                       F-1
     Statements of Operations                            F-2
     Statements of Cash Flows                            F-3
     Notes to Financial Statements                       F-4

<PAGE>







                         Sunburst Acquisitions VII, Inc.
                         (A Development Stage Company)
                                BALANCE SHEET
                               March 31, 2002
                                 (Unaudited)

<TABLE>
<S>                                                 <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $     844
                                                     ---------

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

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

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                  $     819
   Accounts payable - related party                      6,670
                                                     ---------

     Total current liabilities                           7,489

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                            4,750
   Deficit accumulated
     during the
     development stage                                 (23,330)
                                                     ---------
                                                        (6,645)
                                                     ---------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                              $     844
                                                     =========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                   F-1

<PAGE>

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

<TABLE>
<S>                  <C>          <C>       <C>          <C>         <C>
                     For the
                     period from
                     inception
                     (June 30,
                     1998) to     For the three months  For the nine months
                     March 31,      ended March 31,       ended March 31,
                     2002          2002       2001       2002       2001
                     -----------  ---------  ---------  ---------  ---------

REVENUES             $         -  $       -  $       -  $       -  $       -
                     -----------  ---------  ---------  ---------  ---------

EXPENSES
  Amortization               300          -          -          -          -
  Bank service charge          7          -          -          -          -
  Consulting fees          1,935          -          -          -          -
  General office             917          -          -          -         38
  Gifts                       24          -          -          -          -
  Legal fees               6,976          -         36      2,599        671
  Professional fees       10,921        918        573      3,142      2,257
  Rent                     2,250        150        150        450        450
                     -----------  ---------  ---------  ---------  ---------

      Total expense       23,330      1,068        759      6,191      3,416
                     -----------  ---------  ---------  ---------  ---------

NET LOSS                 (23,330)    (1,068)      (759)    (6,191)    (3,416)

Accumulated deficit
  Balance, Beginning
  of period                    -    (22,262)   (15,739)   (17,139)   (13,082)
                     -----------  ---------  ---------  ---------  ---------

  Balance,
  end of period      $   (23,330) $ (23,330) $ (16,498) $ (23,330) $ (16,498)
                     ===========  =========  =========  =========  =========
NET LOSS PER SHARE   $     (0.01) $   (NIL)  $    (NIL) $   (NIL)  $    (NIL)
                     ===========  =========  =========  =========  =========

WEIGHTED AVERAGE NUMBER
  OF SHARES OF COMMON
  STOCK AND COMMON STOCK
  EQUIVALENTS
  OUTSTANDING          2,135,000  2,135,000  2,135,000  2,135,000  2,135,000
                     ===========  =========  =========  =========  =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                  F-2

<PAGE>



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

<TABLE>
<S>                           <C>             <C>            <C>
                              For the period
                              from inception
                              (June 30,      For the nine   For the nine
                              1998) to        months ended   months ended
                              March 31,       March 31,      March 31,
                              2002            2002           2001
                              --------------- -------------  -------------

CASH FLOWS FROM
    OPERATING ACTIVITIES:

  Net Loss                   $       (23,330) $      (6,191) $      (3,416)
  Adjustments to reconcile
     net loss to net cash used
     by operating activities:
    Amortization                         300              -              -
    Rent expense                       2,250            450            450
    Stock issued for
     consulting fees                   1,935              -              -
    Increase (decrease) in
     accounts payable                    819         (1,929)         2,257
    Increase in accounts payable
     related party                     6,670          6,670            665
                              --------------  -------------  -------------

  Net cash used by
   operating activities              (11,356)        (1,000)           (44)

CASH FLOWS FROM
    INVESTING ACTIVITIES

  Increase in organization costs        (300)             -              -
                              --------------  -------------  -------------

  Net cash used by
   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 provided
   financing activities               12,500              -          2,500
                              --------------  -------------  -------------

  Net increase (decrease)
   in cash and cash
   equivalents                           844         (1,000)         2,456

CASH AND CASH EQUIVALENTS,
  Beginning of Period                      -          1,844             53
                              --------------  -------------  -------------

CASH AND CASH EQUIVALENTS,
 End of Period                $          844  $         844  $       2,509
                              ==============  =============  =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                 F-3

<PAGE>

                          Sunburst Acquisitions VII, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)

1.  Management's Representation of Interim Financial Information
    ------------------------------------------------------------

The accompanying financial statements have been prepared by Sunburst
Acquisitions VII, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the
opinion of management, are necessary to a fair presentation of financial
position and results of operations.  All such adjustments are of a normal
and recurring nature.  These financial statements should be read in
conjunction with the audited financial statements at June 30, 2001.

2.  Conversion of Preferred Stock
    -----------------------------
On January 1, 2002, all 100,000 shares of the Company's no par value Series
A preferred stock were converted to 200,000 shares of the Company's no par
value common stock.  The conversion rate of two shares of common stock for
each share of Series A preferred stock was stipulated in Articles of
Incorporation.



                                 F-4

<PAGE>

Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                PLAN OF OPERATIONS.

Liquidity and Capital Resources

        The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of net proceeds
in the amount of $12,500 from its inside capitalization funds.
Consequently, the Company's balance sheet for the period ending March 31,
2002 reflects a current asset value of $844 and a total asset value
of $844, entirely in the form of cash, as compared to $2,509 and $2,509
in current and total assets as of March 31, 2001.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership.  The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity.

        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) through
March 31, 2002, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital and preparation
for registration of its securities under the Securities Exchange Act of
1934, as amended.  No revenues were received by the Company during
this period.

        For the current fiscal year, the Company anticipates incurring a
loss as a result of expenses associated with registration under the Securities
Exchange Act of 1934, and expense associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

        For the quarters ended March 31, 2002 and 2001, the Company
showed net losses of $1,068 and $759, respectively.  The increase in
loss is due primarily to the timing differences related to expenses
incurred in relation to reporting requirements, and general and
administrative expenses. For the nine months ended March 31, 2002 and
2001, the Company showed net losses of $6,191 and $3,416, respectively.
The increase in loss is due primarily to the timing differences related
to expenses incurred in relation to reporting requirements, and general
and administrative expenses.

Need for Additional Financing

        The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year.
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing capital will
be sufficient to allow it to accomplish the goal of completing a business
combination.  There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase
substantially.

        No commitments to provide additional funds have been made by
management or other stockholders.  Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.

        The Company might also seek to compensate providers of services by
issuances of stock in lieu of cash.

Item 3.         CONTROLS AND PROCEDURES

	  As of the filing date of this report, we carried out an evaluation,
under the supervision and with the participation of Jay Lutsky, President,
of the effectiveness of the design and operation of our disclosure controls
and procedures.  Based on this evaluation, Mr. Lutsky concluded that
our disclosure controls and procedures are effective in timely alerting
management to material information required to be included in our periodic
SEC reports.  It should be noted that design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurrance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.


PART II

ITEM 5.  OTHER INFORMATION

	 NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits

            31    Certification of Chief Executive Officer and Chief Financial
                  and Accounting Officer of the Company Accompanying Periodic
                  Reports pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002 (as filed herewith).

	    32    Certification of Chief Executive Officer and Chief Financial
                  and Accounting Officer of the Company pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002 (as filed herewith).

<PAGE>
Signatures

In accordance with the requirements 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.
(Registrant)

Date: September 30, 2005

/s/
Jay Lutsky, President