UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _______)*
SUNBURST ACQUISITIONS III, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
866954 10 0
(CUSIP Number)
FEBRUARY 14, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 4
<PAGE>
CUSIP NO. 866954 10 0 PAGE 2 OF 4
SCHEDULE 13G
1 NAME OF REPORTING PERSONS JAY LUTSKY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 5 SOLE VOTING POWER
SHARES BENE- 958,240 SHARES
FICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH: 7 SOLE DISPOSITIVE POWER
958,240 SHARES
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
958,240 SHARES
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 866954 10 0 PAGE 3 OF 4
ITEM. 1 NAME AND ADDRESS OF ISSUER.
The Issuer to which this Schedule 13G relates is Sunburst Acquisitions III, Inc.
(the "Issuer"). Its principal executive offices are located at 4807 South Zang
Way, Morrison, Colorado 80465.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Jay Lutsky. Mr. Lutsky is a citizen of the
United States. Mr. Lutsky's business address is 4807 South Zang Way, Morrison,
Colorado 80465.
This Schedule 13G relates to the Issuer's Common Stock, no par value. The CUSIP
Number of the Issuer's Common Stock is 866954 10 0.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), ChECK WHETHER THE PERSON FILING IS:
(a) [ ] Broker of dealer registered under section 15 of the
Act (15. U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15.
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15. U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15. U.S.C. 80a-8);
(e) [ ] An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12. U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
On August 27, 1997, Mr. Lutsky acquired 825,000 shares (42.6%) of the Issuer's
Common Stock, and 7,500 shares (9.4%) of the Issuers Class A Convertible
Preferred Stock, no par value. Each share of Class A Convertible Preferred Stock
is convertible into two shares of Common Stock at any time on or after March 1,
1998. Therefore, Mr. Lutsky was the beneficial owner of 840,000 shares (43.1%)
of the Issuer's Common Stock. On September 5, 1997, Mr. Lutsky gifted 17,000 of
his shares of Common Stock to other persons, and as a result he was the record
owner of 808,000 shares (41.8%) of the Issuer's Common Stock and the beneficial
owner of 823,000 shares (42.2%) of the Issuer's Common Stock.
On January 12, 1999 Mr. Lutsky, purchased 135,240 shares of Common Stock from
the Issuer. As of January 12, 1999, Mr. Lutsky was the record owner of 943,240
(40.4%) of the Issuer's Common Stock and the beneficial owner of 958,240 shares
(40.8%) of the Issuer's Common Stock. On May 25, 1999, Mr. Lutsky converted all
7,500 shares of Class A Convertible Preferred Stock owned by Mr.
<PAGE>
CUSIP NO. 866954 10 0 PAGE 4 OF 4
Lutsky into 15,000 shares of Common Stock. As of September 10, 1999, Mr. Lutsky
is the record and beneficial owner of 958,240 shares (38.4%) of the Issuer's
Common Stock.
As of September 10, 1999, Mr. Lutsky has the sole power to vote and dispose of
all of the shares of Common Stock held by Mr. Lutsky.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, Mr. Lutsky's
shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 10,1999 /S/JAY LUTSKY
Jay Lutsky
26980.1
<PAGE>
