SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)
[x] Filed by the Registrant
[ ] Filed by a Party Other than the Registrant
Check the appropriate box:
[x] Preliminary Proxy Materials [ ] Confidential, For Commission Use Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec 240.14a-12
SUNBURST ACQUISITIONS VII, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
(5) Total fee paid:
____________________________________________________________________
Fee previously paid with preliminary materials:
____________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
(3) Filing Party:
____________________________________________________________________
(4) Date Filed:
____________________________________________________________________
PROXY
SUNBURST ACQUISITIONS VII, INC.
SOLICITED BY THE BOARD OF DIRECTORS
For use at the October 2, 2006 Special Meeting
The undersigned hereby appoints Yu Hong Tu as Proxy with power of
substitution, who shall be present at the meeting to vote all of the
shares of the undersigned as follows:
(1) PROPOSAL TO CHANGE THE NAME OF THE CORPORATION TO CHINA
JUNLIAN INTEGRATED SURVEILLANCE, INC.
/ / FOR / / AGAINST / / ABSTAIN
and in his discretion upon such other business as may be properly brought
before the Special Meeting of Shareholders of Sunburst Acquisitions VII,
Inc., to be held at Firstrade Securities, Inc., 133-25 37th Avenue,
Flushing, NY 11354 on October 2, 2006 at 11:00 a.m. local time, and any
adjournments thereof. This proxy revokes all prior proxies given by the
undersigned.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
Date: ___________________
Signature: ___________________
Print Name: ___________________
Signature: ___________________
(if jointly held)
IMPORTANT: Please sign exactly as name appears on your stock certificate.
Joint owners should both sign. When signing as executor, trustee, guardian,
attorney or officer of a corporation, give title as such. If a partnership,
please sign in partnership name.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
SUNBURST ACQUISITIONS VII, INC.
FuLiQianXi Business Center, Room 606
11 XinGangXi Road, Guangzhou, China 510260
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 2, 2006
A Special Meeting of Shareholders of Sunburst Acquisitions VII, Inc., to
be held at Firstrade Securities, Inc., 133-25 37th Avenue, Flushing, NY
11354 on October 2, 2006 at 11:00 a.m., local time, for the following
purposes:
(1) To vote upon a proposal to change the name of the corporation
to China Junlian Integrated Surveillance. Inc.;
(2) To transact such other business as may properly come before
the meeting.
Stockholders of record as of the close of business on September 7, 2006
will be entitled to vote at the meeting.
Enclosed is a proxy statement and form of proxy. Shareholders who do not
expect to attend the Special Meeting are requested to sign and return the
proxy in the enclosed envelope.
By Order of the Board of Directors
Zhang Jun Chuan
Chairman
September 19, 2006
SUNBURST ACQUISITIONS VII, INC.
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of Sunburst Acquisitions
VII, Inc. in connection with the solicitation by the Board of Directors of
proxies to be used at a Special Meeting of the Shareholders of Sunburst
Acquisitions VII. This Notice of Special Meeting and Proxy Statement, and
the accompanying proxy card have been mailed to the shareholders on or
after September 19, 2006 for the purpose set forth in the Notice of the
Special Meeting.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time up until the time when it is voted by the Proxy
committee. The proxy may be revoked by sending written revocation to the
Proxy Committee (c/o Robert Brantl, Esq., counsel to Sunburst Acquisitions
VII, 52 Mulligan Lane, Irvington, NY 10533) or by making a proxy bearing a
later date or by appearing and voting at the Special Meeting. The proxy is
in ballot form and each shareholder may indicate approval or disapproval as
to the proposal identified in the proxy and accompanying Notice of Special
Meeting and as set forth and discussed in this Proxy Statement. The pro-
posals will be presented by the Board of Directors of Sunburst Acquisitions
VII. Where a choice is specified with respect to a proposal, the shares
represented by the proxy will be voted in accordance with the specification
made. Where a choice is not so specified, the shares represented by the
proxy will be voted in favor of the proposal. The Proxy Committee appointed
by the Board of Directors consists of Yu Hong Tu, the Chief Executive Officer
of Sunburst Acquisition VII.
VOTING SECURITIES OUTSTANDING
Stockholders of record entitled to vote will be determined as of the close
of business on September 7, 2006. At that date, there were outstanding
and entitled to vote 9,720,000 shares of common stock of Sunburst
Acquisitions VII, constituting the only class of stock outstanding and
entitled to vote at the meeting. Each share of common stock entitles the
holder thereof to one vote.
The following table sets forth the beneficial ownership of outstanding
shares of voting stock of Sunburst Acquisitions VII as of September 7,
2006 by any person who, to the knowledge of Sunburst Acquisitions VII,
owns beneficially more than 5% of the outstanding common stock, by each
Sunburst Acquisitions VII director, and by the directors an Sunburst
Acquisitions VII other than the voting stock listed below. All shares are
owned of record and beneficially, except where otherwise noted.
Amount and
Nature of
Name and Address Beneficial Percentage
of Beneficial Owner (1) Ownership of Class
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Zhang Jun Chuan 9,234,000 95.0%
Yu Hong Tu 0 --
Xu Jun 0 --
809 S. Damen Avenue
Chicago, IL 60612
All officers and directors
(4 persons) 9,234,000 95.0%
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(1) Unless otherwise indicated, the address of each individual is c/o
Guangzhou Junlian Correspondence Technology Co, Ltd., FuLiQianXi
Business Center, Room 606, 11 XinGangXi Road, Guangzhou, P.R. China
510260.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
(Item #1 on the Proxy Card)
Proposal. The Board of Directors of Sunburst Acquisitions VII proposes
that the Articles of Incorporation of Sunburst Acquisitions VII be amended
to change the name of the corporation to "China Junlian Integrated
Surveillance, Inc."
Reasons for the Proposal. The primary purpose of the name change is to
better represent Sunburst Acquisitions' business. Sunburst Acquisitions
recently acquired, through a wholly owned subsidiary, 100% of the equity
in Guangzhou Junlian Correspondence Technology Co., Ltd., a corporation
organized under the laws of the People's Republic of China. Guangzhou
Junlian Correspondence Technology Co., Ltd. is engaged in the business of
developing and installing wireless digital communications and surveillance
systems in the People's Republic of China. The Board of Directors has
determined to change Sunburst Acquisitions' name to reflect this new
direction for the business of the corporation.
FOR THE REASONS INDICATED, THE BOARD RECOMMENDS THAT YOU VOTE "FOR" APPROVAL
OF THE NAME CHANGE.
OTHER MATTERS
VOTE REQUIRED TO APPROVE THE PROPOSALS
The proposed name change will be approved if there is a quorum at the
Special Meeting and the shareholder votes cast at the meeting in favor of
the proposal exceed the votes cast opposing it. A quorum exists if the
holders of a majority of the shares of common stock outstanding are
present at the meeting in person or by proxy. Zhang Jun Chuan, the
Chairman of the Board of Directors of Sunburst Acquisitions, owns 95% of
the outstanding shares of common stock. His shares will be voted in favor
of the proposal and his vote will be sufficient to approve the proposal on
behalf of the shareholders.
EXCHANGE OF CERTIFICATES
Upon approval of the name change by the shareholders at the Special
Meeting, an amendment to the Articles of Incorporation will be filed with
the Colorado Secretary of State and the name change will be effective upon
such filing ("Effective Date"). Certificates for the Corporation's common
stock that recite the name "Sunburst Acquisitions VII, Inc." will continue
to represent shares in the corporation after the Effective Date. If,
however, a shareholder wishes to exchange his certificate for a
certificate reciting the name "China Junlian Integrated Surveillance Inc."
after the Effective Date, he may do so by surrendering his certificate to
the Corporation with a request for a replacement certificate. Share
certificates may be sent to the Corporation c/o its counsel:
Robert Brantl, Esq.
52 Mulligan Lane
Irvington, NY 10533
Telephone: (914) 693-3026
DISSENTERS RIGHTS
Under Colorado law, shareholders are not entitled to dissenters' rights
with respect to any of the transactions described in this Proxy Statement.
TRANSACTION OF OTHER BUSINESS.
As of the date of this Proxy Statement, Management has no knowledge of any
business which will be presented for consideration at the meeting other
than that described above. Should any other matter come before the
meeting, it is the intention of the Proxy Committee to vote such proxy in
accordance with their best judgment.
SHAREHOLDER PROPOSALS.
In order for shareholder proposals intended to be presented at the next
meeting of Shareholders to be eligible for inclusion in the corporation's
proxy statement and the form of proxy for such meeting, they must be
received by the Corporation at its principal executive offices a
reasonable time before the Corporation prints its proxy materials for the
meeting. In addition, if the Corporation does not receive notice of a
shareholder proposal within a reasonable time before the Corporation mails
its proxy materials to the shareholders, then the proxies solicited by the
Board of Directors may confer on the proxy committee discretionary
authority to vote on the shareholder proposal. The Board of Directors
has not determined when there will be another meeting of the shareholders.
SOLICITATION OF PROXIES
The entire expense of preparing, assembling and mailing this proxy
statement, the form of proxy and other material used in the solicitation
of proxies will be paid by Sunburst Acquisitions VII. In addition to the
solicitation of proxies by mail, arrangements may be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxy
material to their principals, and Sunburst Acquisitions VII will reimburse
them for expenses in so doing. To the extent necessary in order to insure
that sufficient votes are cast, officers and agents of Sunburst
Acquisitions VII, who will not be additionally compensated therefor, may
request the return of proxies personally. The extent to which this will
be necessary depends on how promptly proxies are received, and
shareholders are urged to send their proxies without delay.
By Order of the Board of Directors
Zhang Jun Chuan
Chairman of the Board
Dated September 19, 2006