X0202 3 2007-08-13 0 0001368147 BTHC VII Inc BTVI 0001356837 PHILLIPS CHARLES C/O PRENTICE CAPITAL MANAGEMENT, LP 623 FIFTH AVENUE, 32ND FL NEW YORK NY 10022 1 0 0 1 (See Note 1) No securities are beneficially owned. 0 D (1) Charles Phillips is the Chief Operating Officer 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/ Charles Phillips 2007-08-13