UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
                         COMMISSION FILE NUMBER 0-52232

                                 BTHC VIII, Inc.
                    (Name of Issuer Specified in Its Charter)

          Delaware                                       20-5463509
  (State of Incorporation)                  (I.R.S. Employer Identification No.)

               12890 Hilltop Road
                  Argyle, Texas                             76226
    (Address of Principal Executive Offices)              (Zip Code)

                                 (972) 233-0300
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12 (b) of the Exchange Act:
                                      None
                                (Title of Class)

         Securities registered under Section 12 (g) of the Exchange Act:
                          $.001 Par Value Common Stock
                                (Title of Class)

         Indicate  by check  mark if the  registrant  is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

         Indicate  by check mark  whether  the issuer (1) has filed all  reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days. Yes [X] No [ ]

         As of July 21, 2008, 312,730 shares of the registrant's $.001 par value
common stock were outstanding.

         The  aggregate  market  value of the  shares  of common  stock  held by
non-affiliates of the registrant was $0.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the  registrant  is a large  accelerated
filer,  an accelerated  filer, a  non-accelerated  filer or a smaller  reporting
company.  See definition of "large accelerated  filer",  "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer [ ]           Accelerated filer  [ ]
    Non-Accelerated Filer [ ]             Smaller Reporting Company [X]

         Indicate by check mark  whether the  registrant  is a shell  company as
defined in Rule 12b-2. Yes [ X ] No [ ]





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                                TABLE OF CONTENTS
                                -----------------





                                                                            Page
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EXPLANATORY NOTE...............................................................1


PART II


CONTROLS AND PROCEDURES........................................................1


PART IV


EXHIBITS, FINANCIAL STATEMENT SCHEDULES........................................3


SIGNATURES.....................................................................4


INDEX TO EXHIBITS..........................................................IOE-1














                                       ii


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                                EXPLANATORY NOTE


         This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual
Report on Form 10-KSB (the "Original Annual Report") for the year ended December
31, 2007, which was originally filed with the Securities and Exchange Commission
(the "SEC") on February 25, 2008. We are filing this  Amendment in response to a
comment  letter  received  from the SEC in  connection  with its  review  of our
Original  Annual  Report (the "Comment  Letter").  We have modified Part II Item
9A(T),  "Controls and  Procedures," in this Amendment in response to the Comment
Letter to clarify that  management  has  performed  its  assessment  of internal
control  over  financial  reporting  as of December  31, 2007 and to include the
required   management's   annual  report  on  internal  control  over  financial
reporting.  In addition,  we are also including  current Exhibits 31.1 and 31.2,
the  certifications  of our Chief Executive  Officer and Chief Financial Officer
required by Regulation S-K Item 601(31)(i) as of the date of this Amendment.

         Except as described  above,  no attempt has been made in this Amendment
to modify or update other  disclosures  presented in the Original Annual Report.
This  Amendment  does not  reflect  events  occurring  after  the  filing of the
Original  Annual  Report or modify or update those  disclosures,  including  the
exhibits  to  the  Original  Annual  Report   affected  by  subsequent   events.
Accordingly,  this Amendment should be read in conjunction with our filings with
the SEC subsequent to the filing of the Original  Annual  Report,  including any
amendments to those filings.



                                     PART II


ITEM 9A(T).  CONTROLS AND PROCEDURES

Disclosure  Controls and Procedures.  Our management,  under the supervision and
with  the  participation  of our  Chief  Executive  Officer  ("CEO")  and  Chief
Financial  Officer  ("CFO"),  has evaluated the  effectiveness of our disclosure
controls  and  procedures  as  defined  in Rules  13a-15  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this Annual Report.  Based on such evaluation,  our CEO
and CFO have concluded  that, as of the end of the period covered by this Annual
Report,  our  disclosure  controls  and  procedures  are  effective.  Disclosure
controls and  procedures  are controls  and  procedures  designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the  SEC's  rules  and forms  and  include  controls  and
procedures  designed to ensure that  information  we are required to disclose in
such reports is accumulated and communicated to management,  including our Chief
Executive  Officer and Chief Financial  Officer,  as appropriate to allow timely
decisions regarding required disclosure.

Management's  Annual  Report  on  Internal  Control  over  Financial  Reporting.
Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting,  as such term is defined in Rule 13a-15(f) of
the Exchange Act.

Internal control over financial reporting is defined under the Exchange Act as a
process  designed by, or under the  supervision of, our CEO and CFO and effected
by our board of directors, management and other personnel, to provide reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted accounting principles and includes those policies and procedures that:

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statements.



                                      -1-
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Because of its inherent  limitation,  internal control over financial  reporting
may not prevent or detect misstatements. Also, projections of any evaluations of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies and procedures may deteriorate. Accordingly, even an effective
system of internal control over financial reporting will provide only reasonable
assurance with respect to financial statement preparation.

Our  management,  with  the  participation  of our CEO and  CFO,  evaluated  the
effectiveness of the Company's  internal control over financial  reporting as of
December 31, 2007. In making this  assessment,  our management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission in Internal Control - Integrated Framework.  Based on this evaluation
and those criteria,  our management,  with the participation of our CEO and CFO,
concluded  that, as of December 31, 2007,  our internal  control over  financial
reporting was effective.

This  Annual  Report does not include an  attestation  report of our  registered
public accounting firm regarding our internal control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this Annual Report.

Changes in Internal  Control over Financial  Reporting.  There have not been any
changes in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)) that occurred during the fourth fiscal quarter of 2007 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal control over financial reporting.





















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                                     PART IV

                     EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Exhibit
Number         Description of Exhibit
-------        -----------------------------------------------------------------

31.1*          Certification  of the Company's Chief Executive  Officer pursuant
               to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002

31.2*          Certification  of the Company's Chief Financial  Officer pursuant
               to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------

*Filed herewith















                                      -3-
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
August 13, 2008 on its behalf by the undersigned, thereto duly authorized.

                 BTHC VIII, INC.


                 By:   /s/ Timothy P. Halter
                      ----------------------------------------------------------
                      Timothy Halter, Chairman, President, Chief Executive
                      Officer, Chief Financial Officer, Chief Accounting Officer
                      and Sole Director





         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on August 13, 2008.




                 By:  /s/ Timothy P. Halter
                      ----------------------------------------------------------
                      Timothy Halter, Chairman, President, Chief Executive
                      Officer, Chief Financial Officer, Chief Accounting Officer
                      and Sole Director













                                      -4-
<PAGE>



                                INDEX OF EXHIBITS




Exhibit
Number         Description of Exhibit
-------        -----------------------------------------------------------------

31.1*          Certification  of the Company's Chief Executive  Officer pursuant
               to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002

31.2*          Certification  of the Company's Chief Financial  Officer pursuant
               to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------

*Filed herewith



























                                     IOE-1

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