SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MILLENNIUM PARTNERS, L.P. (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2007	3. Issuer Name and Ticker or Trading Symbol BTHC VII Inc [ BTVI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock, par value $0.001 per share ("Common Stock")	4,385,965(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
warrant ("Warrant")	(3)	(4)	Common Stock	2,192,983(5)	$4.1	D

1. Name and Address of Reporting Person* MILLENNIUM PARTNERS, L.P. (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILLENNIUM MANAGEMENT, L.L.C. (Last) (First) (Middle) 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed as group member.

1. Name and Address of Reporting Person* ENGLANDER ISRAEL A (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed as group member.

Explanation of Responses:

1. As of the date hereof, Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners"), may be deemed to be the beneficial owner of 4,385,965 shares of common stock, par value $0.001 per share ("Common Stock"). The Common Stock was acquired pursuant to the securities purchase agreement dated July 27, 2007 between the Issuer and the purchasers named therein (including Millennium Partners), ("July 2007 Securities Purchase Agreement").

2. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the managing partner of Millennium Partners and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millennium Partners.

3. The warrant to purchase the Issuer's Common Stock ("Warrant") will become exercisable on or after the date that the Issuer's Certificate of Incorporation is amended to increase the number of authorized shares to 100,000,000 (the "Trigger Date")

4. The Warrant is exercisable through and including the five year anniversary of the Trigger Date.

5. While Millennium Partners acquired 2,192,983 Warrants in connection with the July 2007 Securities Purchase Agreement, the number of shares of Common Stock into which the Warrants are exercisable is limited pursuant to the terms of the Warrant to that number of shares which would result in Millennium Partners having aggregate beneficial ownership of not more than 4.99% of the total issued and outstanding shares of Common Stock and thus, the Warrants are not currently exercisable. The Warrants were acquired by Millennium Partners for no additional consideration.

Remarks:

MILLENNIUM PARTNERS, L.P., By: Millennium Management, L.L.C.

	Terry Feeney, Chief Operating Officer	08/02/2007
	** Signature of Reporting Person	Date
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