X0202 3 2007-08-13 0 0001368147 BTHC VII Inc BTVI 0001350166 DUSKIN JONATHAN PRENTICE CAPITAL MANAGEMENT, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 1 (See Note 1) No securities are beneficially owned. 0 D (1) Jonathan Duskin is an employee of Prentice Capital Management, LP, the manager of PWJ Lending LLC and PWJ Funding LLC (collectively, the "PWJ Entities"). The PWJ Entities own 25,941,928 shares of the Issuer's common stock and warrants to purchase 3,567,471 shares of the Issuer's common stock. Prentice Capital Management, LP has voting and investment discretion over the Issuer's securities held by the PWJ Entities. /s/Jonathan Duskin 2007-08-13