10-Q 1 q0901.txt 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 September 30, 2001. ....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: __000-24703__ SUNBURST ACQUISITIONS VII, INC. --------------------------------------- (Name of small business in its charter) Colorado 84-1466651 - ---------------------- ----------------------- (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 __X__ No _____ 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 11/16/01 the following shares of common were outstanding: Preferred Stock, no par value, 100,000 shares; Common Stock, no par value, 1,935,000 shares. Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__ PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The financial statements of registrant for the three months ended September 30, 2001, 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 September 30, 2001 CONTENTS Balance Sheet 1 Statements of Operations 2 Statements of Cash Flows 3 Notes to Financial Statements 4 Sunburst Acquisitions VII, Inc. (A Development Stage Company) BALANCE SHEET September 30, 2001 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 844 --------- Total current assets 844 --------- TOTAL ASSETS $ 844 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,144 Accounts payable - related party - --------- Total current liabilities 3,144 STOCKHOLDERS' EQUITY Preferred stock, no par value 20,000,000 shares authorized; 100,000 shares issued and outstanding 10,000 Common stock, no par value; 100,000,000 shares authorized; 1,935,000 shares issued and outstanding 1,935 Additional paid-in capital 4,450 Deficit accumulated during the development stage (18,685) --------- (2,300) --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 844 =========

The accompanying notes are an integral part of the financial statements. 1 Sunburst Acquisitions VII, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS For the period from inception (June 30, 1998) to For the three months September ended September 30, 30, 2001 2001 2000 ----------- --------- --------- REVENUES $ - $ - $ - ----------- --------- --------- EXPENSES Amortization 300 - 240 Bank charges 7 - - Consulting fees 1,935 - - General office 917 - 174 Gifts 24 - - Legal fees 4,377 - 288 Professional fees 9,175 1,396 - Rent 1,950 150 150 ----------- --------- --------- Total expense 18,685 1,546 852 ----------- --------- --------- NET LOSS (18,685) (1,546) (852) Accumulated deficit Balance, Beginning of period - (17,139) (8,161) ----------- --------- --------- Balance, end of period $ (18,685) $ (18,685) $ (9,013) =========== ========= ========= 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 =========== ========= =========

The accompanying notes are an integral part of the financial statements. 2 Sunburst Acquisitions VII, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the period from inception (June 30, For the nine For the nine 1998) to months ended months ended September 30 September 30, September 30, 2001 2001 2000 --------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (18,685) $ (1,546) $ (852) Adjustments to reconcile net loss to net cash flows from operating activities: Amortization 300 - 240 Rent expense 1,950 150 150 Stock issued for consulting fees 1,935 - - Increase in accounts payable 3,144 396 - Increase in accounts payable - related party - - - Decrease in prepaid expenses - - 288 -------------- ------------- ------------- Net cash flows from operating activities (11,356) (1,000) (174) 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 - - Issuance of preferred stock 10,000 - - -------------- ------------- ------------- Net cash flows from financing activities 12,500 2,500 - -------------- ------------- ------------- Net increase (decrease) in cash and cash equivalents 844 (1,000) (174) CASH AND CASH EQUIVALENTS, Beginning of Period - 1,844 3,569 -------------- ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ 844 $ 844 $ 3,395 ============== ============= =============

The accompanying notes are an integral part of the financial statements. 3 Sunburst Acquisitions VII, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2001 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. 4 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. The Company's balance sheet for the period ending September 30, 2001 reflects a current asset value and a total asset value of $844, in the form of cash, as compared to $9 in current and total assets as of September 30, 2000. 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 September 30, 2001, 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 expenses 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 September 30, 2001 and 2000, the Company showed net losses of $1546 and $852, 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. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. PART II ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K NONE There have been no reports on Form 8-K for the quarter ending September 30, 2001. 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: November 16, 2001 /s/ Jay Lutsky, President

SUNBURST ACQUISITIONS VII INC 10-Q