UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X]  Annual Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
     1934

          For the fiscal year ended December 31, 2006

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

          For the transition period from ______________ to _____________

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                         Commission File Number: 0-52232
                                                 -------

                                 BTHC VIII, Inc.
        (Exact name of small business issuer as specified in its charter)

        Delaware                                                20-5463509
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                      12890 Hilltop Road, Argyle, TX 76226
                      ------------------------------------
                    (Address of principal executive offices)

                                 (972) 233-0300
                                 --------------
                           (Issuer's telephone number)

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      Securities registered under Section 12 (b) of the Exchange Act - None

         Securities registered under Section 12(g) of the Exchange Act:
                       - Common Stock - $0.001 par value

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Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes  X   No
                                                             -----   -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]


                                                                               1
<PAGE>

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):  Yes  X   No
                                     -----   -----

The issuer's revenues for the fiscal year ended December 31, 2006 were $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
February 19, 2007 was  approximately  $-0-,  based on no trading activity and/or
posted quotations.

As of February  19, 2007,  there were 500,000  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format:  Yes      No  X
                                                   -----   -----















                                                                               2
<PAGE>

                                 BTHC VIII, Inc.

                                Index to Contents

                                                                     Page Number
                                                                     -----------
Part I

Item 1   Description of Business                                               4
Item 2   Description of Property                                              14
Item 3   Legal Proceedings                                                    14
Item 4   Submission of Matters to a Vote of Security Holders                  14

Part II

Item 5   Market for Company's Common Equity, Related Stockholders Matters
           and Small Business Issuer Purchasers of Equity Securities          14
Item 6   Management's Discussion and Analysis or Plan of Operation            17
Item 7   Financial Statements                                                 22
Item 8   Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure                             22
Item 8A  Controls and Procedures                                              22

Part III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                  22
Item 10  Executive Compensation                                               25
Item 11  Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    26
Item 12  Certain Relationships and Related Transactions                       27
Item 13  Exhibits                                                             27
Item 14  Principal Accountant Fees and Services                               28

Signatures                                                                    29









                                                                               3
<PAGE>

                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully  make and integrate  acquisitions;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


                                     PART I

Item 1 - Description of Business

General
-------

BTHC VIII,  Inc. was  organized on August 7, 2006 as a Delaware  corporation  to
effect the reincorporation of BTHC VIII, LLC, a Texas limited liability company,
mandated by the plan of  reorganization  discussed below. In accordance with the
confirmed  plan  of  reorganization,  our  current  business  plan is to seek to
identify a privately-held  operating  company desiring to become a publicly held
company by merging  with us through a reverse  merger or  acquisition.  We are a
development  stage  company and a shell company as defined in Rule 405 under the
Securities  Act of 1933,  or the  Securities  Act,  and  Rule  12b-2  under  the
Securities  Exchange Act of 1934,  or the Exchange Act. As a shell  company,  we
have no  operations  and no or  nominal  assets.  Although  we have no assets or
operations,  we  believe  we  possess a  stockholder  base which will make us an
attractive  merger or  acquisition  candidate  to an  operating,  privately-held
company  seeking to become  publicly  held.  Our principal  office is located at
12890 Hilltop Road, Argyle, TX 76226 and our telephone number is (972) 233-0300.

History
-------

In September 1999,  Ballantrae  Healthcare LLC and affiliated  limited liability
companies including BTHC VII, LLC, (collectively  Ballantrae) were organized for
the purpose of operating nursing homes throughout the United States.  Ballantrae
did not own the  nursing  facilities.  Instead,  they  operated  the  facilities
pursuant to management agreements and/or real property leases with the owners of
each of the respective facilities. Although Ballantrae continued to increase the
number of nursing  homes it operated and in June 2000 had received a substantial
equity investment, it was unable to achieve profitability. During 2001 and 2002,
Ballantrae  continued  to  experience  severe  liquidity  problems  and  did not
generate  enough  revenues  to  cover  its  overhead  costs.  Despite  obtaining
additional  capital and divesting  unprofitable  nursing homes, by March,  2003,
Ballantrae was out of cash and unable to meet its payroll obligations.


                                                                               4
<PAGE>

On March 28, 2003,  Ballantrae filed a petition for reorganization under Chapter
11 of the United States  Bankruptcy  Code. On November 29, 2004,  the bankruptcy
court approved the First Amended Joint Plan of  Reorganization,  or the Plan, as
presented by Ballantrae,  its affiliates and their creditors. On August 7, 2006,
pursuant to the Plan, BTHC VII, LLC was merged into BTHC VIII,  Inc., a Delaware
corporation.

Plan of Reorganization
----------------------

Halter  Financial  Group,  Inc. or HFG,  participated  with Ballantrae and their
creditors in structuring the Plan. As part of the Plan, HFG provided  $76,500 to
be used to pay professional fees associated with the Plan confirmation  process.
HFG was granted an option to be repaid through the issuance of equity securities
in 17 of the reorganized Ballantrae entities, including BTHC VIII, Inc.

HFG exercised the option,  and as provided in the Plan,  70% of our  outstanding
common stock,  or 350,000 shares , were issued to HFG, in  satisfaction of HFG's
administrative  claims.  The remaining 30% of our  outstanding  common stock, or
150,440 shares,  were issued to 581 holders of administrative and tax claims and
unsecured  debt. The 500,000  shares,  or Plan Shares,  were issued  pursuant to
Section 1145 of the Bankruptcy Code.

As further consideration for the issuance of the 350,000 Plan Shares to HFG, the
Plan required HFG to assist us in identifying a potential  merger or acquisition
candidate.  HFG is responsible for the payment of our operating expenses and HFG
will provide us for no cost with  consulting  services,  including  assisting us
with   formulating   the  structure  of  any  proposed  merger  or  acquisition.
Additionally,   HFG  is  responsible   for  paying  our  expenses   incurred  in
consummating a merger or acquisition.

We will remain  subject to the  jurisdiction  of the  bankruptcy  court until we
consummate a merger or acquisition. Pursuant to the confirmation order, if we do
not  consummate a business  combination  prior to February  20,  2009,  the Plan
Shares will be deemed canceled,  and the discharge and injunction  provisions of
the confirmation order, as they pertain to us, shall be deemed dissolved without
further  order of the  bankruptcy  court.  If we timely  consummate  a merger or
acquisition, we will have met the requirements of the Plan and the discharge and
injunction  provisions granted to us under the confirmation order shall continue
to be effective.

Effective  August 7, 2006,  HFG  transferred  its 350,000  Plan Shares to Halter
Financial  Investments L.P., or HFI, a Texas limited  partnership  controlled by
Timothy P. Halter.

Timothy P. Halter is the sole officer,  director and  shareholder  of HFG and an
officer and member of Halter  Financial  Investments GP, LLC, general partner of
HFI. Mr. Halter currently serves as our president and sole director.

Business Plan
-------------

Our current  business  plan is to seek and identify a  privately-held  operating
company  desiring to become a publicly held company by combining with us through
a reverse merger or acquisition type  transaction.  Private companies wishing to
have their  securities  publicly  traded may seek to merge or effect an exchange
transaction  with a shell  company with a  significant  stockholder  base.  As a
result of the merger or exchange  transaction,  the  stockholders of the private
company will hold a majority of the issued and  outstanding  shares of the shell
company. Typically, the directors and officers of the private company become the
directors  and  officers  of the shell  company.  Often the name of the  private
company becomes the name of the shell company.


                                                                               5
<PAGE>

We have no capital and must depend on HFG to provide us with the necessary funds
to implement our business  plan. We intend to seek  opportunities  demonstrating
the potential of long-term growth as opposed to short-term earnings. However, at
the present time, we have not identified any business  opportunity  that we plan
to pursue,  nor have we reached any agreement or definitive  understanding  with
any person concerning an acquisition or merger.

Timothy P. Halter, our sole officer and director,  will be primarily responsible
for investigating combination  opportunities.  However, we believe that business
opportunities  may also come to our attention  from various  sources,  including
HFG,  professional  advisors  such as  attorneys,  and  accountants,  securities
broker-dealers,  venture capitalists,  members of the financial  community,  and
others who may present unsolicited  proposals.  We have no plan,  understanding,
agreements,  or  commitments  with any  individual  for such  person to act as a
finder of opportunities for us.

No direct  discussions  regarding the possibility of a combination are currently
ongoing and we can give no  assurances  that we will be successful in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected  to be  available  to us  for  implementation  of  our  business  plan.
Furthermore,  we can give no assurances that any acquisition, if it occurs, will
be on terms that are favorable to us or our current stockholders.

We do not  propose to  restrict  our search for a  candidate  to any  particular
geographical  area or  industry,  and  therefore,  we are unable to predict  the
nature of our future business  operations.  Our  management's  discretion in the
selection of business opportunities is unrestricted, subject to the availability
of such opportunities, economic conditions, and other factors.

Any entity  which has an interest in being  acquired  by, or merging into us, is
expected to be an entity that desires to become a public company and establish a
public trading market for its  securities.  In connection  with such a merger or
acquisition,  it is  anticipated  that an amount of  common  stock  constituting
control of us would be issued by us.

We do not foresee  that we will enter into a merger or  acquisition  transaction
with any  business  with  which  HFG,  HFI or  Timothy  P.  Halter is  currently
affiliated.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

Certain  types of business  acquisition  transactions  may be completed  without
requiring  us to first  submit the  transaction  to our  stockholders  for their
approval.  If the  proposed  transaction  is  structured  in such a fashion  our
stockholders (other than HFI our majority stockholder) will not be provided with
financial or other information relating to the candidate prior to the completion
of the transaction.

If a proposed  business  combination  or  business  acquisition  transaction  is
structured  that  requires  our  stockholder  approval,  and we are a  reporting
company,  we will be required to provide our  stockholders  with  information as
applicable under Regulations 14A and 14C under the Exchange Act.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision of Timothy P. Halter, our president and sole director.  In analyzing
potential merger candidates,  our management will consider,  among other things,
the following factors:

     *    Potential for future earnings and appreciation of value of securities;
     *    Perception of how any particular business opportunity will be received
          by the investment community and by our stockholders;
     *    Eligibility  of a candidate,  following the business  combination,  to
          qualify  its  securities  for  listing on a national  exchange or on a
          national automated securities quotation system, such as NASDAQ.
     *    Historical results of operation;


                                                                               6
<PAGE>

     *    Liquidity and availability of capital resources;
     *    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     *    Amount of debt and contingent  liabilities;  and * The products and/or
          services and marketing concepts of the target company.

There is no  single  factor  that  will be  controlling  in the  selection  of a
business  opportunity.  Our  management  will  attempt  to analyze  all  factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis of such business opportunities extremely difficult and complex. Because
of our limited  capital  available for  investigation  and our dependence on one
person,  Timothy P. Halter,  we may not discover or adequately  evaluate adverse
facts about the business opportunity to be acquired.

We are unable to predict when we may participate in a business  opportunity.  We
expect,  however, that the analysis of specific proposals and the selection of a
business opportunity may take several months.

Prior to making a decision to  participate  in a business  transaction,  we will
generally  request that we be provided  with  written  materials  regarding  the
business  opportunity  containing  as much  relevant  information  as  possible,
including,  but not limited to, a description of products,  services and company
history; management resumes; financial information;  available projections, with
related  assumptions  upon which they are based;  an  explanation of proprietary
products and  services;  evidence of existing  patents,  trademarks,  or service
marks,  or  rights  thereto;  present  and  proposed  forms of  compensation  to
management;   a  description  of  transactions  between  such  company  and  its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  audited  financial   statements  are  not  available,   unaudited  financial
statements, together with reasonable assurance that audited financial statements
would be able to be produced to comply with the requirements of a Current Report
on Form  8-K to be  filed  with  the  Securities  and  Exchange  Commission,  or
Commission, upon consummation of the business combination.

As part of our  investigation,  our executive  officer may meet  personally with
management and key personnel, may visit and inspect material facilities,  obtain
independent  analysis or verification  of certain  provided  information,  check
references  of  management  and  key  personnel,   and  take  other   reasonable
investigative  measures,  to the extent of our limited  financial and management
resources.

We believe that  various  types of  potential  candidates  might find a business
combination  with us to be  attractive.  These  include  candidates  desiring to
create a public market for their  securities  in order to enhance  liquidity for
current stockholders,  candidates which have long-term plans for raising capital
through  public sale of  securities  and believe  that the prior  existence of a
public market for their  securities  would be beneficial,  and candidates  which
plan to acquire additional assets through issuance of securities rather than for
cash, and believe that the  development of a public market for their  securities
will be of  assistance  in that  process.  Companies,  which  have a need for an
immediate cash infusion, are not likely to find a potential business combination
with us to be a prudent business transaction alternative.

Employees
---------

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating


                                                                               7
<PAGE>

business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

Risk Factors
------------

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

Limited Operating History Makes Potential Difficult to Assess
-------------------------------------------------------------

     The Company has had no operating  history nor any revenues or earnings from
     operations since the Company's  emergence from bankruptcy.  The Company has
     limited financial resources and no operating activities.  The Company will,
     in  all  likelihood,   continue  to  sustain  operating   expenses  without
     corresponding  revenues,  at least  until the  consummation  of a  business
     combination.  This will most likely  result in the Company  incurring a net
     operating  loss which will  increase  continuously  until the  Company  can
     consummate  a  business  combination  with a  target  company.  There is no
     assurance  that  the  Company  can  identify  such  a  target  company  and
     consummate such a business combination.

There Is No Agreement for a Business Combination and No Minimum Requirements for
--------------------------------------------------------------------------------
a Business Combination
----------------------

     The Company has no current  arrangement,  agreement or  understanding  with
     respect to engaging in a business combination with a specific entity. There
     can be no assurance that the Company will be successful in identifying  and
     evaluating  suitable  business  opportunities  or in  concluding a business
     combination. No particular industry or specific business within an industry
     has been selected for a target  company.  The Company has not established a
     specific  length of  operating  history or a specified  level of  earnings,
     assets,  net worth or other criteria which it will require a target company
     to have  achieved,  or  without  which the  Company  would not  consider  a
     business  combination with such business entity.  Accordingly,  the Company
     may enter into a business  combination  with a  business  entity  having no
     significant  operating  history,   losses,  limited  or  no  potential  for
     immediate  earnings,  limited assets,  negative net worth or other negative
     characteristics.  There is no  assurance  that the Company  will be able to
     negotiate a business combination on terms favorable to the Company.

No Assurance of Success or Profitability
----------------------------------------

     There is no assurance  that the Company  will acquire a favorable  business
     opportunity.  Even if the  Company  should  become  involved  in a business
     opportunity,  there  is no  assurance  that it will  generate  revenues  or
     profits, or that the market price of the Company's  outstanding shares will
     be increased thereby.

Type of Business Acquired
-------------------------

     The  business to be  acquired  may wish to avoid  effecting  its own public
     offering and the accompanying expense,  delays, and uncertainties.  Because
     of the  Company's  limited  capital,  it is more  likely  than not that any
     acquisition  by the  Company  will  involve  other  parties  whose  primary
     interest  is the  acquisition  of  control of a  publicly  traded  Company.
     Moreover,  any business opportunity acquired may be currently  unprofitable
     or present other negative factors.

Lack of Diversification
-----------------------

     Because of the limited  financial  resources  that the  Company  has, it is
     unlikely  that the Company will be able to diversify  its  acquisitions  or
     operations.  The Company's  probable  inability to diversify its activities
     into more than one area will  subject the Company to economic  fluctuations
     within a particular  business or industry and therefore  increase the risks
     associated with the Company's operations.


                                                                               8
<PAGE>

Dependence upon Management; Limited Participation of Management
---------------------------------------------------------------

     Because  management  consists of only one person,  while seeking a business
     combination,  Timothy P. Halter, the President of the Company,  will be the
     only person  responsible  in conducting  the  day-to-day  operations of the
     Company.  The  Company  does not benefit  from  multiple  judgments  that a
     greater number of directors or officers would provide, and the Company will
     rely  completely  on the  judgment  of its one officer  and  director  when
     selecting a target company.  Mr. Halter anticipates devoting only a limited
     amount of time per month to the business of the Company. Mr. Halter has not
     entered into a written employment  agreement with the Company and he is not
     expected to do so. The Company does not  anticipate  obtaining key man life
     insurance  on Mr.  Halter.  The loss of the  services of Mr.  Halter  would
     adversely affect  development of the Company's  business and its likelihood
     of continuing operations.

Conflicts of Interest
---------------------

     The  Company's  sole officer and director has other  business  interests to
     which he currently devotes attention, and is expected to continue to do so.
     As a result,  conflicts  of interest  may arise that can be  resolved  only
     through their exercise of judgment in a manner which is consistent with his
     fiduciary duties to the Company. (See Management, Conflicts of Interest.)

     It is anticipated  that the Company's  principal  stockholder  may actively
     negotiate or otherwise consent to the purchase of a portion of their common
     stock as a  condition  to, or in  connection  with,  a  proposed  merger or
     acquisition   transaction.   In  this  process,   the  Company's  principal
     stockholder may consider his own personal pecuniary benefit rather than the
     best interest of other Company stockholders. Depending upon the nature of a
     proposed  transaction,   Company  stockholders  other  than  the  principal
     stockholder  may not be afforded the opportunity to approve or consent to a
     particular transaction.

Possible Need for Additional Financing
--------------------------------------

     The Company has very limited funds,  and such funds, may not be adequate to
     take  advantage  of  any  available  business  opportunities.  Even  if the
     Company's  currently  available funds prove to be sufficient to pay for its
     operations  until it is able to  acquire  an  interest  in, or  complete  a
     transaction  with, a business  opportunity,  such funds will clearly not be
     sufficient  to enable it to exploit the  opportunity.  Thus,  the  ultimate
     success of the Company will depend, in part, upon its availability to raise
     additional  capital.  In the event that the Company requires modest amounts
     of additional capital to fund its operations until it is able to complete a
     business  acquisition  or  transaction,  such  funds,  are  expected  to be
     provided by the principal stockholder. The Company has not investigated the
     availability,  source,  or terms that might govern the  acquisition  of the
     additional  capital  which is expected to be required in order to exploit a
     business opportunity,  and will not do so until it has determined the level
     of  need  for  such  additional  financing.  There  is  no  assurance  that
     additional capital will be available from any source or, if available, that
     it can be obtained on terms  acceptable to the Company.  If not  available,
     the Company's operations will be limited to those that can be financed with
     its modest capital.

Dependence Upon Outside Advisors
--------------------------------

     To supplement  the business  experience  of its officer and  director,  the
     Company  may  be  required  to  employ   accountants,   technical  experts,
     appraisers,  attorneys,  or other consultants or advisors. The selection of
     any such advisors will be made by the Company's officer,  without any input
     by  stockholders.  Furthermore,  it is anticipated that such persons may be
     engaged  on an as needed  basis  without a  continuing  fiduciary  or other
     obligation  to the  Company.  In  the  event  the  officer  of the  Company
     considers  it  necessary  to hire  outside  advisors,  he may elect to hire
     persons who are  affiliates,  if those  affiliates  are able to provide the
     required services.


                                                                               9
<PAGE>

Regulation of Penny Stocks
--------------------------

     The U. S. Securities and Exchange  Commission (SEC) has adopted a number of
     rules to regulate  "penny stocks." Such rules include Rule 3a51-1 and Rules
     15g-1 through 15g-9 under the Securities  Exchange Act of 1934, as amended.
     Because the securities of the Company may constitute  "penny stocks" within
     the meaning of the rules (as any equity security that has a market price of
     less than $5.00 per share or with an exercise  price of less than $5.00 per
     share,  largely traded in the National  Association of Securities  Dealers'
     (NASD) OTC Bulletin  Board or the "Pink  Sheets",  the rules would apply to
     the Company and to its  securities.  The  Commission has adopted Rule 15g-9
     which  established  sales  practice  requirements  for  certain  low  price
     securities.  Unless the  transaction is exempt,  it shall be unlawful for a
     broker or dealer to sell a penny  stock to, or to effect the  purchase of a
     penny stock by, any person unless prior to the transaction:  (I) the broker
     or dealer has approved the person's account for transactions in penny stock
     pursuant to this rule and (ii) the broker or dealer has  received  from the
     person a written  agreement to the  transaction  setting forth the identity
     and  quantity  of the penny  stock to be  purchased.  In order to approve a
     person's  account for  transactions  in penny  stock,  the broker or dealer
     must:  (a)  obtain  from the person  information  concerning  the  person's
     financial situation,  investment experience, and investment objectives; (b)
     reasonably determine that transactions in penny stock are suitable for that
     person,  and that the person has  sufficient  knowledge  and  experience in
     financial  matters that the person reasonably may be expected to be capable
     of evaluating the risks of transactions in penny stock;  (c) deliver to the
     person a written  statement  setting forth the basis on which the broker or
     dealer made the determination  (I) stating in a highlighted  format that it
     is unlawful for the broker or dealer to affect a transaction in penny stock
     unless the  broker or dealer  has  received,  prior to the  transaction,  a
     written agreement to the transaction from the person; and (ii) stating in a
     highlighted format  immediately  preceding the customer signature line that
     (iii) the  broker or dealer is  required  to provide  the  person  with the
     written  statement;  and (iv) the  person  should  not sign and  return the
     written statement to the broker or dealer if it does not accurately reflect
     the person's financial  situation,  investment  experience,  and investment
     objectives;  and (d)  receive  from the person a manually  signed and dated
     copy of the written statement.  It is also required that disclosure be made
     as to the risks of investing in penny stock and the commissions  payable to
     the broker-dealer, as well as current price quotations and the remedies and
     rights available in cases of fraud in penny stock transactions. Statements,
     on a monthly basis,  must be sent to the investor listing recent prices for
     the Penny Stock and information on the limited market.  Stockholders should
     be aware that,  according to Securities and Exchange Commission Release No.
     34-29093,  the market for penny  stocks has  suffered in recent  years from
     patterns  of fraud and abuse.  Such  patterns  include  (I)  control of the
     market  for the  security  by one or a few  broker-dealers  that are  often
     related to the  promoter or issuer;  (ii)  manipulation  of prices  through
     prearranged  matching of purchases and sales and false and misleading press
     releases;  (iii)  "boiler room"  practices  involving  high-pressure  sales
     tactics and unrealistic price  projections by inexperienced  sales persons;
     (iv) excessive and undisclosed bid-ask  differential and markups by selling
     broker-dealers;  and (v) the  wholesale  dumping of the same  securities by
     promoters  and broker  dealers  after  prices  have been  manipulated  to a
     desired level, along with the resulting inevitable collapse of those prices
     and with consequent  investor losses. The Company's  management is aware of
     the abuses  that have  occurred  historically  in the penny  stock  market.
     Although  the  Company  does not expect to be in a position  to dictate the
     behavior of the market or of broker-dealers  who participate in the market,
     management  will strive  within the  confines of practical  limitations  to
     prevent the described  patterns from being  established with respect to the
     Company's securities.

There  May  Be  a  Scarcity  of  and/or  Significant  Competition  for  Business
--------------------------------------------------------------------------------
Opportunities and Combinations
------------------------------

     The Company is and will continue to be an insignificant  participant in the
     business of seeking mergers with and acquisitions of business  entities.  A
     large number of established and well-financed  entities,  including venture
     capital firms,  are active in mergers and  acquisitions  of companies which
     may be merger or acquisition target candidates for the Company.  Nearly all
     such entities have  significantly  greater financial  resources,  technical
     expertise and managerial  capabilities than the Company and,  consequently,
     the Company will be at a competitive  disadvantage in identifying  possible
     business opportunities and successfully  completing a business combination.


                                                                              10
<PAGE>

     Moreover,  the Company will also compete in seeking  merger or  acquisition
     candidates with other public shell  companies,  some of which may also have
     funds available for use by an acquisition candidate.

Reporting Requirements May Delay or Preclude Acquisition
--------------------------------------------------------

     Pursuant to the requirements of Section 13 of the Exchange Act, the Company
     is required to provide certain  information about significant  acquisitions
     including audited financial  statements of the acquired company.  Obtaining
     audited financial statements are the economic  responsibility of the target
     company.  The  additional  time  and  costs  that may be  incurred  by some
     potential  target  companies  to  prepare  such  financial  statements  may
     significantly  delay or essentially  preclude  consummation of an otherwise
     desirable  acquisition  by the Company.  Acquisition  prospects that do not
     have or are unable to obtain the  required  audited  statements  may not be
     appropriate  for  acquisition so long as the reporting  requirements of the
     Exchange Act are applicable.  Notwithstanding a target company's  agreement
     to obtain audited financial statements within the required time frame, such
     audited  financials  may not be  available  to the  Company  at the time of
     effecting a business  combination.  In cases where audited  financials  are
     unavailable,  the Company will have to rely upon unaudited information that
     has not been verified by outside  auditors in making its decision to engage
     in a transaction with the business entity. This risk increases the prospect
     that a business  combination  with such a business entity might prove to be
     an unfavorable one for the Company.

Lack of Market Research or Marketing Organization
-------------------------------------------------

     The Company has neither  conducted,  nor have others made  available to it,
     market  research   indicating  that  demand  exists  for  the  transactions
     contemplated  by the Company.  In the event demand exists for a transaction
     of the type contemplated by the Company,  there is no assurance the Company
     will be successful in completing any such business combination.












                                                                              11
<PAGE>

Probable Change in Control of the Company and/or Management
-----------------------------------------------------------

     In conjunction with completion of a business acquisition, it is anticipated
     that the  Company  will  issue an amount of the  Company's  authorized  but
     unissued  common stock that  represents the greater  majority of the voting
     power and equity of the Company,  which will, in all likelihood,  result in
     stockholders  of a target company  obtaining a controlling  interest in the
     Company.  The resulting change in control of the Company will likely result
     in removal  of the  present  officer  and  director  of the  Company  and a
     corresponding  reduction  in or  elimination  of his  participation  in the
     future affairs of the Company.

Possible Dilution of Value of Shares upon Business Combination
--------------------------------------------------------------

     A business  combination normally will involve the issuance of a significant
     number  of  additional  shares.  Depending  upon the  value  of the  assets
     acquired in such business combination, the per share value of the Company's
     common stock may increase or decrease, perhaps significantly.

No Public Market Exists
-----------------------

     There is currently no public market for the Company's  common stock, and no
     assurance  can be given that a market  will  develop or that a  stockholder
     ever will be able to liquidate his investment without  considerable  delay,
     if at all. If a market should  develop,  the price may be highly  volatile.
     Factors such as those  discussed in this "Risk Factors"  section may have a
     significant  impact upon the market price of the securities offered hereby.
     Owing to the low price of the  securities,  many brokerage firms may not be
     willing to effect transactions in the securities. Even if a purchaser finds
     a broker  willing  to  effect  a  transaction  in  theses  securities,  the
     combination of brokerage commissions, state transfer taxes, if any, and any
     other selling costs may exceed the sales proceeds.

Registration of Shares Is Required
----------------------------------

     It is the SEC's position that securities issued by a "shell" company cannot
     be sold  under  the  exemption  from  registration  provided  by  Rule  144
     promulgated  under the Securities Act of 1933, but must be registered under
     the Securities Act of 1933.

Blue Sky Consideration
----------------------

     Because the securities  registered  hereunder have not been  registered for
     resale under the Blue Sky laws of any state, the holders of such shares and
     persons  who  desire to  purchase  them in any  trading  market  that might
     develop in the future, should be aware, that there may be significant state
     Blue  Sky law  restrictions  upon  the  ability  of  investors  to sell the
     securities  and of  purchasers  to purchase  the  securities.  Accordingly,
     investors should consider the secondary market for the Company's securities
     to be a limited one.

Additional Risks--Doing Business in a Foreign Country
-----------------------------------------------------

     The Company may  effectuate  a business  combination  with a merger  target
     whose  business  operations  or even  headquarters,  place of  formation or
     primary place of business are located outside the United States of America.
     In such  event,  the  Company  may face the  significant  additional  risks
     associated with doing business in that country. In addition to the language
     barriers,  different  presentations  of  financial  information,  different
     business  practices,  and other cultural  differences and barriers that may
     make it difficult to evaluate such a merger target,  ongoing business risks
     result from the international political situation,  uncertain legal systems
     and applications of law, prejudice against  foreigners,  corrupt practices,
     uncertain   economic   policies  and   potential   political  and  economic
     instability that may be exacerbated in various foreign countries.


                                                                              12
<PAGE>

Taxation

     Federal  and state  tax  consequences  will,  in all  likelihood,  be major
     considerations in any business  combination that the Company may undertake.
     Currently,  such transactions may be structured so as to result in tax-free
     treatment  to both  companies,  pursuant  to various  federal and state tax
     provisions. The Company intends to structure any business combination so as
     to minimize the federal and state tax  consequences to both the Company and
     the target  entity;  however,  there can be no assurance that such business
     combination   will  meet  the   statutory   requirements   of  a   tax-free
     reorganization  or that the  parties  will  obtain  the  intended  tax-free
     treatment   upon  a  transfer   of  stock  or  assets.   A   non-qualifying
     reorganization  could  result in the  imposition  of both federal and state
     taxes, which may have an adverse effect on both parties to the transaction.




















                                                                              13
<PAGE>

Item 2 - Description of Property

The Company currently maintains a mailing address at 12890 Hilltop Road, Argyle,
Texas 76226. The Company's telephone number there is (972) 233-0300.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing  address as these  offices are used  virtually  full-
time by other businesses of the Company's sole officer and director.

It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.


Item 3 - Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


Item 4 - Submission of Matters to a Vote of Security Holders

The Company has not conducted any meetings of stockholders  during the preceding
quarter or periods subsequent thereto.


                                     PART II

Item 5 - Market for Company's  Common Equity,  Related  Stockholder  Matters and
         Small Business Issuer Purchases of Equity Securities

Holders
-------

As of  December  31,  2006,  there were a total of 500,000  shares of our common
stock outstanding, held by approximately 519 stockholders of record.

Common Stock
------------

Our  authorized  capital stock consists of 40 million shares of common stock and
10 million  shares of preferred  stock.  Each share of common  stock  entitles a
stockholder to one vote on all matters upon which  stockholders are permitted to
vote. No stockholder has any preemptive right or other similar right to purchase
or subscribe for any additional  securities issued by us, and no stockholder has
any right to convert the common stock into other securities. No shares of common
stock  are  subject  to  redemption  or any  sinking  fund  provisions.  All the
outstanding  shares  of our  common  stock are  fully  paid and  non-assessable.
Subject  to the  rights of the  holders  of the  preferred  stock,  if any,  our
stockholders  of common stock are entitled to dividends when, as and if declared
by our board from funds legally available therefore and, upon liquidation,  to a
pro-rata  share  in any  distribution  to  stockholders.  We do  not  anticipate
declaring or paying any cash  dividends  on our common stock in the  foreseeable
future.

Pursuant  to our  Certificate  of  Incorporation,  our board has the  authority,
without further  stockholder  approval,  to provide for the issuance of up to 10
million shares of our preferred stock in one or more series and to determine the
dividend  rights,   conversion  rights,   voting  rights,  rights  in  terms  of
redemption,  liquidation preferences, the number of shares constituting any such


                                                                              14
<PAGE>

series and the  designation  of such  series.  Our board has the power to afford
preferences,  powers and rights  (including voting rights) to the holders of any
preferred stock  preferences,  such rights and  preferences  being senior to the
rights  of  holders  of common  stock.  No  shares  of our  preferred  stock are
currently outstanding. Although we have no present intention to issue any shares
of preferred  stock,  the issuance of shares of preferred stock, or the issuance
of rights to purchase such shares, may have the effect of delaying, deferring or
preventing a change in control of our company.

Provisions Having A Possible Anti-Takeover Effect
-------------------------------------------------

Our Certificate of Incorporation and Bylaws contain certain  provisions that are
intended  to  enhance  the   likelihood  of  continuity  and  stability  in  the
composition  of our board  and in the  policies  formulated  by our board and to
discourage  certain  types of  transactions  which  may  involve  an  actual  or
threatened change of our control. Our board is authorized to adopt, alter, amend
and repeal our Bylaws or to adopt new  Bylaws.  In  addition,  our board has the
authority, without further action by our stockholders, to issue up to 10 million
shares  of our  preferred  stock in one or more  series  and to fix the  rights,
preferences,  privileges and restrictions  thereof The issuance of our preferred
stock or  additional  shares of common stock could  adversely  affect the voting
power of the  holders of common  stock and could  have the  effect of  delaying,
deferring or preventing a change in our control.

Preferred Stock

The Company is also  authorized to issue up to  50,000,000  shares of $0.001 par
value Preferred Stock and no shares are issued and outstanding as of the date of
this Report.

Market for Trading and Eligibility for Future Sale

We relied,  based on the  confirmation  order we  received  from the  Bankruptcy
Court,  on  Section  1145(a)(1)  of the  Bankruptcy  Code  to  exempt  from  the
registration  requirements  of the Securities Act of 1933, as amended,  both the
offer of the Plan Shares which may have been deemed to have occurred through the
solicitation  of acceptances of the Plan of  Reorganization  and the issuance of
the Plan Shares pursuant to the Plan of Reorganization.  In general,  offers and
sale of  securities  made in reliance on the  exemption  afforded  under Section
1145(a)(1) of the Bankruptcy Code are deemed to be made in a public offering, so
that  the  recipients  thereof,  are  free to  resell  such  securities  without
registration under the Securities Act.

There is no active trading market for the Company's  common stock as of the date
of this filing.

It is the intent,  at some future date, for the Company to make  application for
approval to trade on the OTC Bulletin  Board under SEC Rule 15c2-11,  Subsection
(a)(5).

Restricted Securities

We currently do not have any  outstanding  restricted  securities  as defined in
Rule 144.  We do not  intend to issue any  securities  prior to  consummating  a
reverse merger transaction. The securities we issue in a merger transaction will
most  likely  be  restricted  securities.  Since  we are a blank  check or shell
company,  we believe the resale of  restricted  securities  we issue in a merger
transaction  will be subject to the  restrictions  as stated in the Wulff Letter
discussed below.

Generally,  restricted  securities  can be resold  under Rule 144 once they have
been held for at least one year,  provided  that the  securities  satisfies  the
current  public  information  requirements  of the Rule;  no more than 1% of the
outstanding  securities  of the issuer are sold in any three month  period;  the
seller does not arrange or solicit the solicitation of buyers for the securities
in anticipation of or in connection with the sale transactions and does not make


                                                                              15
<PAGE>

any payment to anyone in connection with the sale transactions except the broker
dealer who executes the trade or trades in the  securities;  the shares are sold
in broker's  transactions  only;  the seller files a Notice on Form 144 with the
Securities and Exchange  Commission at or prior to the sales  transactions;  and
the seller has a bona fide  intent to sell the  securities  within a  reasonable
time of the  filing.  Once two years  have  lapsed,  assuming  the holder of the
securities  is not an  affiliate  of the  issuer,  unlimited  sales  can be made
without further compliance with the terms and provisions of Rule 144.

In January 2000, Richard K. Wulff, the then-Chief of the Securities and Exchange
Commission's Office of Small Business, wrote a letter to Ken Worm, the Assistant
Director of the OTC Compliance Unit of NASD Regulation, Inc. (the Wulff Letter).
The Wulff  Letter was written in response  to a request  for  guidance  from Mr.
Worm.  In his  request,  Mr.  Worm  referred  to  several  situations  in  which
non-affiliate stockholders of blank check or shell companies had sought to treat
their shares as free trading or unrestricted securities. As defined in the Wulff
Letter,  a blank check or shell company is a development  stage company that has
no specific  business  plan or purpose or has  indicated its business plan is to
engage in a merger or acquisition with an unidentified company or companies,  or
other entity or person.

Citing the  concerns  of the  United  States  Congress  and the  Securities  and
Exchange  Commission  over potential  fraud and market  manipulations  involving
blank check or shell  companies,  the Wulff Letter stated that the promoters and
affiliates of blank check or shell  companies,  as well as  transferees of their
securities,  are  "underwriters"  with respect to such securities.  Accordingly,
transactions in these  companies'  securities by promoters,  affiliates or their
transferees  do not fall within the scope of the Rule 144 "safe harbor"  resales
for securities that have been beneficially  owned for at least one year and that
satisfy informational and certain other requirements of the Rule, or the Section
4(1) exemption  from  registration  for resales under the  Securities  Act, that
exempts sales by persons other than "an issuer,  underwriter  or a dealer." As a
result, it is the position of the Securities and Exchange  Commission that these
securities  may be resold by these persons only pursuant to  registration  under
the  Securities  Act.  According to the Wulff  Letter,  this  restriction  would
continue to apply even after the blank check or shell company completes a merger
or acquisition transaction with an operating entity.









                                                                              16
<PAGE>

Dividends

Dividends,  if any, will be contingent upon the Company's revenues and earnings,
if any,  and  capital  requirements  and  financial  conditions.  The payment of
dividends,  if any,  will be within the  discretion  of the  Company's  Board of
Directors.  The Company  presently  intends to retain all earnings,  if any, and
accordingly  the Board of Directors does not anticipate  declaring any dividends
prior to a business combination.

Transfer Agent

Our independent stock transfer agent is Securities Transfer  Corporation.  Their
address is 2591 Dallas Parkway,  Suite 102, Frisco,  Texas 75034.  Their contact
numbers  are  (469)  633-0101  for  voice  calls  and  (469)  633-0088  for  fax
transmissions. Their website is located at www.stctransfer.com.

Reports to Stockholders

The  Company  intends  to  remain  compliant  with  its  obligations  under  the
Securities Exchange Act of 1934, as amended,  and,  therefore,  plans to furnish
its  stockholders  with an annual report for each fiscal year ending December 31
containing  financial  statements  audited by its registered  independent public
accounting  firm.  In the event the Company  enters into a business  combination
with another  Company,  it is the present  intention of  management  to continue
furnishing annual reports to stockholders. Additionally, the Company may, in its
sole  discretion,  issue  unaudited  quarterly or other  interim  reports to its
stockholders  when  it  deems  appropriate.  The  Company  intends  to  maintain
compliance with the periodic reporting  requirements of the Securities  Exchange
Act of 1934.


Item 6 - Management's Discussion and Analysis or Plan of Operation

(1) Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully  make and integrate  acquisitions;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) General

BTHC VIII,  Inc.  (Company) was formed on March 31, 2006,  and  incorporated  on
August  7,  2006,  in  accordance  with the Laws of the State of  Delaware.  The
Company is the U. S. Bankruptcy Court mandated  reincorporation of and successor


                                                                              17
<PAGE>

to BTHC VIII, LLC, a Texas Limited  Liability  Company which was discharged from
bankruptcy on November 29, 2004.  The effective date of the merger of BTHC VIII,
Inc. and BTHC VIII, LLC was August 7, 2006.

The Company's emergence from Chapter 11 of Title 11 of the United States Code on
November 29, 2004 created the combination of a change in majority  ownership and
voting control - that is, loss of control by the then-existing  stockholders,  a
court-approved reorganization, and a reliable measure of the entity's fair value
- resulting in a fresh start,  creating,  in substance,  a new reporting entity.
Accordingly,   the  Company,   post  bankruptcy,   has  no  significant  assets,
liabilities or operating activities.  Therefore, the Company, as a new reporting
entity, qualifies as a "development stage enterprise" as defined in Statement of
Financial Accounting Standard No. 7, as amended.

The  Company's  post-bankruptcy  business  plan is to locate and combine with an
existing,  privately-held  company which is profitable or, in management's view,
has growth  potential,  irrespective  of the  industry  in which it is  engaged.
However, the Company does not intend to combine with a private company which may
be deemed to be an investment  company subject to the Investment  Company Act of
1940. A combination  may be structured as a merger,  consolidation,  exchange of
the  Company's  common  stock for stock or assets or any other  form  which will
result in the combined enterprise's becoming a publicly-held corporation.

(3) Results of Operations

The Company had no revenue  for either of the years ended  December  31, 2006 or
2005, respectively.

General and  administrative  expenses  for each of the years ended  December 31,
2006 and 2005 were approximately $14,000 and $-0-, respectively.  These expenses
were  directly  related  to the  maintenance  of the  corporate  entity  and the
preparation  and  filing of the  September  2006 Form  10-SB and other  periodic
reports  pursuant to the  Securities  Exchange Act of 1934,  as required.  It is
anticipated that future  expenditure levels will increase as the Company intends
to fully comply with it's periodic  reporting  requirements.  Earnings per share
for the  respective  nine month  periods  ended  December 31, 2006 and 2005 were
$(0.03) and $0.00 based on the weighted-average shares issued and outstanding at
the end of each respective period.

It is anticipated  that future  expenditure  levels will remain in line with the
Calendar 2006  expenditure  levels until such time that the Company  completes a
business  combination  transaction.  Upon  completion of a business  combination
transaction,  it is  anticipated  that  the  Company's  expenses  will  increase
significantly.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At December 31, 2006 and 2005, respectively,  the Company had working capital of
approximately $(13,000) and $-0-, respectively.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable


                                                                              18
<PAGE>

terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

(4) Plan of Business

General

     The  Company's  current  purpose  is to  seek,  investigate  and,  if  such
     investigation   warrants,   merge  or  acquire  an   interest  in  business
     opportunities  presented to it by persons or companies  who or which desire
     to seek the  perceived  advantages  of a  Securities  Exchange  Act of 1934
     registered corporation.  As of the date of this registration statement, the
     Company has no particular acquisitions in mind and has not entered into any
     negotiations  regarding  such an  acquisition,  and neither  the  Company's
     officer and  director nor any  promoter  and  affiliate  has engaged in any
     negotiations  with any  representatives  of the owners of any  business  or
     company  regarding the  possibility of a merger or acquisition  between the
     Company and such other company.

     Pending  negotiation  and  consummation  of  a  combination,   the  Company
     anticipates  that it will  have,  aside from  carrying  on its search for a
     combination partner, no business activities, and, thus, will have no source
     of revenue. Should the Company incur any significant liabilities prior to a
     combination  with a private  company,  it may not be able to  satisfy  such
     liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
     beyond  the  preliminary  negotiations  stage  and those  negotiations  are
     subsequently  terminated,  it is foreseeable that such efforts will exhaust
     the Company's  ability to continue to seek such  combination  opportunities
     before any successful  combination can be consummated.  In that event,  the
     Company's  common stock will become  worthless and holders of the Company's
     common  stock  will  receive  a  nominal  distribution,  if any,  upon  the
     Company's liquidation and dissolution.

Management

     The Company is a blank check or shell  corporation,  and  currently  has no
     full-time  employees.  Timothy P.  Halter is the  Company's  sole  officer,
     director, and controlling shareholder.  All references herein to management
     of the Company are to Mr. Halter.  Mr. Halter, as president of the Company,
     has agreed to allocate a limited  portion of his time to the  activities of
     the Company after the effective date of this Registration Statement without
     compensation.  Potential  conflicts  may arise with  respect to the limited
     time  commitment by Mr.  Halter and the potential  demands of the Company's
     activities.  See Item 7, "Certain  Relationships and Related Transactions -
     Conflicts of Interest."

     The amount of time spent by Mr. Halter on the  activities of the Company is
     not  predictable.  Such time may vary widely from an extensive  amount when
     reviewing a target company to an essentially  quiet time when activities of
     management focus elsewhere,  or some amount in between. It is impossible to
     predict  with any  precision  the  exact  amount  of time Mr.  Halter  will
     actually  be  required to spend to locate a suitable  target  company.  Mr.
     Halter  estimates  that the business plan of the Company can be implemented
     by devoting  less than 5 hours per month but such  figure  cannot be stated
     with precision.

Search for Business Opportunities

     The  Company's  search  will be  directed  toward  small  and  medium-sized
     enterprises, which have a desire to become reporting corporations and which
     are able to provide  audited  financial  statements.  The Company  does not
     propose  to  restrict  its  search  for  investment  opportunities  to  any
     particular  geographical area or industry,  and may,  therefore,  engage in
     essentially  any  business,  to the extent of its  limited  resources.  The
     Company's  discretion  in  the  selection  of  business   opportunities  is


                                                                              19
<PAGE>

     unrestricted,  subject to the availability of such opportunities,  economic
     conditions,  and other factors.  No assurance can be given that the Company
     will  be   successful   in  finding  or  acquiring  a  desirable   business
     opportunity, and no assurance can be given that any acquisition, which does
     occur,  will be on terms that are  favorable  to the Company or its current
     stockholders.

     The  Company  may  merge  with a  company  that  has  retained  one or more
     consultants or outside  advisors.  In that  situation,  the Company expects
     that the business  opportunity  will  compensate  the consultant or outside
     advisor.  As of the date of this  filing,  there have been no  discussions,
     agreements or understandings  with any party regarding the possibility of a
     merger  or  acquisition   between  the  Company  and  such  other  company.
     Consequently,  the  Company  is unable to  predict  how the  amount of such
     compensation  would be calculated at this time. It is anticipated  that any
     finder that the target company retains would be a registered broker-dealer.

     The Company will not restrict its search to any specific kind of firm,  but
     may acquire a venture,  which is in its  preliminary or development  stage,
     one  which  is  already  in  operation,  or in a more  mature  stage of its
     corporate  existence.  The acquired  business  may need to seek  additional
     capital,  may desire to have its shares publicly traded,  or may seek other
     perceived  advantages  which the  Company may offer.  The Company  does not
     intend to obtain funds to finance the  operation  of any acquired  business
     opportunity until such time as the Company has successfully consummated the
     merger  or  acquisition  transaction.  There  are no loan  arrangements  or
     arrangements  for  any  financing   whatsoever  relating  to  any  business
     opportunities.

Evaluation of Business Opportunities

     The analysis of business opportunities will be under the supervision of the
     Company's  sole officer and director,  who is not a  professional  business
     analyst. In analyzing prospective business  opportunities,  management will
     consider  such matters as available  technical,  financial  and  managerial
     resources;  working  capital and other financial  requirements;  history of
     operations,  if any;  prospects  for the  future;  nature  of  present  and
     expected  competition;  the quality and  experience of management  services
     which may be available and the depth of that management;  the potential for
     further research,  development,  or exploration;  specific risk factors not
     now  foreseeable,  but which then may be anticipated to impact the proposed
     activities  of the Company;  the  potential  for growth or  expansion;  the
     potential for profit;  the perceived  public  recognition  or acceptance of
     products,  services,  or trades;  name  identification;  and other relevant
     factors.  In  many  instances,   it  is  anticipated  that  the  historical
     operations  of a  specific  business  opportunity  may not  necessarily  be
     indicative of the potential for the future because of a variety of factors,
     including,  but not limited to, the possible need to expand  substantially,
     shift   marketing   approaches,   change   product   emphasis,   change  or
     substantially  augment management,  raise capital and the like.  Management
     intends to meet  personally with management and key personnel of the target
     business entity as part of its investigation.  To the extent possible,  the
     Company intends to utilize written  reports and personal  investigation  to
     evaluate the above factors.  Prior to making a decision to participate in a
     business  opportunity,  the  Company  will  generally  request  that  it be
     provided  with  written  materials   regarding  the  business   opportunity
     containing as much relevant  information  as possible.  Including,  but not
     limited to, such items as a description  of products,  services and company
     history; management resumes; financial information;  available projections,
     with  related  assumptions  upon which they are based;  an  explanation  of
     proprietary   products  and   services;   evidence  of  existing   patents,
     trademarks, or service marks, or rights thereto; present and proposed forms
     of compensation to management;  a description of transactions  between such
     company and its affiliates  during the relevant  periods;  a description of
     present and  required  facilities;,  an  analysis of risks and  competitive
     conditions;   a  financial   plan  of  operation  and   estimated   capital
     requirements; audited financial statements, or if they are not available at
     that  time,  unaudited  financial  statements,   together  with  reasonable
     assurance that audited  financial  statements  would be able to be produced
     within a required period of time; and the like.

     The  Company is  currently  subject to the  reporting  requirements  of the
     Exchange  Act since the  effective  date of the  Company's  September  2006
     filing of the Registration Statement on Form 10-SB. Under the Exchange Act,


                                                                              20
<PAGE>

     any  merger  or  acquisition  candidate  will  become  subject  to the same
     reporting  requirements  of  the  Exchange  Act as  the  Company  following
     consummation of any merger or  acquisition.  Thus, in the event the Company
     successfully  completes  the  acquisition  of or merger  with an  operating
     business  entity,  that  business  entity must  provide  audited  financial
     statements  for at least two most recent  fiscal years or, in the event the
     business  entity  has been in  business  for less than two  years,  audited
     financial  statements  will be  required  from  the  period  of  inception.
     Acquisition  candidates  that  do not  have or are  unable  to  obtain  the
     required  audited  statements  will  not  be  considered   appropriate  for
     acquisition.

     Management  believes that various types of potential  merger or acquisition
     candidates  might  find a  business  combination  with  the  Company  to be
     attractive.  These  include  acquisition  candidates  desiring  to create a
     public  market for their shares in order to enhance  liquidity  for current
     stockholders, acquisition candidates which have long-term plans for raising
     capital  through  public sale of  securities  and believe that the possible
     prior  existence  of  a  public  market  for  their   securities  would  be
     beneficial,  and acquisition  candidates  which plan to acquire  additional
     assets  through  issuance of securities  rather than for cash,  and believe
     that the possibility of development of a public market for their securities
     will be of assistance in that process.  Acquisition candidates,  who have a
     need for an  immediate  cash  infusion,  are not likely to find a potential
     business  combination  with the  Company to be an  attractive  alternative.
     Nevertheless,  the Company has not  conducted  market  research  and is not
     aware of statistical  data which would support the perceived  benefits of a
     merger or acquisition transaction for the owners of a business opportunity.
     The  Company is unable to  predict  when it may  participate  in a business
     opportunity.  It expects,  however, that the analysis of specific proposals
     and the  selection of a business  opportunity  may take  several  months or
     more.  There  can also be no  assurances  that we are able to  successfully
     pursue a business  opportunity.  In that event, there is a substantial risk
     to the  Company  that  failure  to  complete a  business  combination  will
     significantly restrict its business operation and force management to cease
     operations and liquidate the Company.

(5) Liquidity and Capital Resources

At December 31, 2006 and 2005, respectively,  the Company had working capital of
approximately $(13,000) and $-0-, respectively.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.


                                                                              21
<PAGE>

Item 7 - Index to Financial Statements

The required financial statements begin on page F-1 of this document.


Item 8 - Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

None


Item 8A - Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
     including our principal  executive officer and principal financial officer,
     we conducted an evaluation of our disclosure  controls and  procedures,  as
     such term is defined under Rule 13a-15(e)  promulgated under the Securities
     Exchange Act of 1934, as amended  (Exchange  Act), as of December 31, 2006.
     Based on this  evaluation,  our principal  executive  officer and principal
     financial officer concluded that our disclosure controls and procedures are
     effective  in  alerting  them on a  timely  basis to  material  information
     relating  to our Company  required  to be included in our reports  filed or
     submitted under the Exchange Act.

(b)  Changes in Internal Controls

     There were no significant changes (including corrective actions with regard
     to  significant  deficiencies  or  material  weaknesses)  in  our  internal
     controls over financial  reporting  that occurred  during the quarter ended
     December 31, 2006 that has materially affected,  or is reasonably likely to
     materially affect, our internal control over financial reporting.


                                    PART III

Item 9 - Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act

The directors and executive officers serving the Company are as follows:

           Name                  Age             Position Held and Tenure
           ----                  ---             ------------------------

     Timothy P. Halter            40         President, Chief Executive Officer
                                            Chief Financial Officer and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or  until  any  successors  are duly  elected  and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
stockholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   stockholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

The sole director and officer will devote his time to the  Company's  affairs on
an as needed basis,  which,  depending on the circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for the  officer or director to resign at the request of another
person, and he is not acting on behalf of, and will not act at the direction of,
any other person.


                                                                              22
<PAGE>

Biographical Information

Timothy P. Halter - Since 1995,  Mr.  Halter has been the president and the sole
stockholder of Halter  Financial Group,  Inc., a Dallas,  Texas based consulting
firm specializing in the area of mergers, acquisitions and corporate finance. In
September 2005, Mr. Halter and other minority  partners formed HFI. HFI conducts
no business operations.

Mr. Halter  currently  serves as a director of DXP  Enterprises,  Inc., a public
corporation (NASDAQ:  DXPE), and is an officer and director of Point Acquisition
Corporation,  a Nevada corporation;  Nevstar Corporation,  a Nevada corporation;
Concept Ventures Corporation, a Nevada corporation;  Robcor Properties,  Inc., a
Florida  corporation;,  BTHC VI, Inc., BTHC VII, Inc., BTHC VIII, Inc., and BTHC
X, Inc., each a Delaware corporation.  Each of the afore-referenced companies is
current in the filing of their  periodic  reports  with the SEC.  Except for DXP
Enterprises, each of the afore-referenced companies for which Mr. Halter acts as
an officer and director may be deemed shell corporations. Mr. Halter will devote
as much of his time to our business affairs as may be necessary to implement our
business plan.

Indemnification of Officers and Directors.

We have the authority  under the Delaware  General  Corporation Law to indemnify
our directors and officers to the extent provided for in such statute. Set forth
below is a discussion of Delaware law regarding indemnification which we believe
discloses  the material  aspects of such law on this  subject.  The Delaware law
provides,  in part,  that a  corporation  may indemnify a director or officer or
other  person  who was,  is or is  threatened  to be made a named  defendant  or
respondent  in a proceeding  because such person is or was a director,  officer,
employee or agent of the corporation, if it is determined that such person:

     *    conducted himself in good faith;
     *    reasonably  believed,  in the case of conduct in his official capacity
          as a director or officer of the  corporation,  that his conduct was in
          the  corporation's  best  interest  and, in all other cases,  that his
          conduct was at least not opposed to the corporation's  best interests;
          and
     *    in the case of any criminal  proceeding,  had no  reasonable  cause to
          believe that his conduct was unlawful.

A corporation  may indemnify a person under the Delaware law against  judgments,
penalties,  including excise and similar taxes, fines, settlement,  unreasonable
expenses actually  incurred by the person in connection with the proceeding.  If
the person is found  liable to the  corporation  or is found liable on the basis
that personal benefit was improperly received by the person, the indemnification
is limited to reasonable  expenses actually incurred by the person in connection
with the proceeding, and shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the corporation.  The corporation may also pay or
reimburse  expenses  incurred by a person in connection  with his  appearance as
witness or other  participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.

Our  Certificate of  Incorporation  provides that none of our directors shall be
personally  liable to us or our  stockholders for monetary damages for an act or
omission in such directors' capacity as a director;  provided, however, that the
liability  of such  director is not limited to the extent that such  director is
found  liable  for (a) a breach of the  directors'  duty of loyalty to us or our
stockholders, (b) an act or omission not in good faith that constitutes a breach
of duty of the director to us or an act or omission  that  involves  intentional
misconduct or a knowing  violation of the law, (c) a transaction  from which the
director received an improper benefit,  whether or not the benefit resulted from
an action  taken  within the scope of the  director's  office,  or (d) an act or
omission for which the  liability of the  director is expressly  provided  under
Delaware  law.  Limitations  on  liability  provided for in our  Certificate  of


                                                                              23
<PAGE>

Incorporation do not restrict the  availability of non-monetary  remedies and do
not affect a director's  responsibility under any other law, such as the federal
securities laws or state or federal environmental laws.

We believe that these  provisions  will assist us in  attracting  and  retaining
qualified  individuals  to  serve  as  executive  officers  and  directors.  The
inclusion of these provisions in our Certificate of  Incorporation  may have the
effect of reducing a likelihood of derivative  litigation  against our directors
and may discourage or deter  stockholders  or management from bringing a lawsuit
against  directors for breach of their duty of case, even though such an action,
if successful, might otherwise have benefitted us or our stockholders.

Our Bylaws  provide that we will  indemnify our directors to the fullest  extent
provided by Delaware  General  Corporation  Law and we may, if and to the extent
authorized  by our board of  directors,  so  indemnify  our  officers  and other
persons  whom we have  the  power to  indemnify  against  liability,  reasonable
expense or other matters.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933  may be  permitted  to our  directors,  officers  and  controlling  persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
that the payment by BTHC VIII, Inc., of expenses incurred or paid by a director,
officer or controlling  person of BTHC VIII, Inc., in the successful  defense of
any  action,  suit or  proceeding)  is asserted by such  director,  officer,  or
controlling  person in connection with the securities being registered,  we will
(unless in the opinion of our counsel the matter has been settled by controlling
precedent)  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors  and person who own more than 10% of our common  stock to file reports
regarding  ownership of and  transactions  in our securities with the Securities
and Exchange Commissioner and to provide us with copies of those filings.  Based
solely on our review of the copies received by or a written  representation from
certain  reporting persons we believe that during fiscal year ended December 31,
2006,  we  believe  that  all  eligible  persons  are  in  compliance  with  the
requirements of Section 16(a).

Conflicts of Interest

The sole officer of the Company will not devote more than a small portion of his
time to the  affairs  of the  Company.  There  will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officer's other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

The officer,  director  and  principal  stockholder  of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of  shares by the  Company's  officer,  director  and
principal  stockholder made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to the Company's  sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise  his state law fiduciary  duties
to the Company's other stockholders. In making any such sale, the Company's sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company's other stockholders,  and the


                                                                              24
<PAGE>

other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by Company
management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

Involvement on Certain Material Legal Proceedings During the Past Five (5) Years

     (1)  No director,  officer,  significant  employee or  consultant  has been
          convicted in a criminal proceeding, exclusive of traffic violations or
          is subject to any pending criminal proceeding.

     (2)  No bankruptcy  petitions have been filed by or against any business or
          property of any director, officer,  significant employee or consultant
          of the Company nor has any  bankruptcy  petition  been filed against a
          partnership or business  association  where these persons were general
          partners or executive officers.

     (3)  No director,  officer,  significant  employee or  consultant  has been
          permanently or temporarily  enjoined,  barred,  suspended or otherwise
          limited  from  involvement  in any  type of  business,  securities  or
          banking activities.

     (4)  No director,  officer or  significant  employee has been  convicted of
          violating a federal or state securities or commodities law.


Item 10 - Executive Compensation

The current  management and oversight of the Company requires less than four (4)
hours per month.  As the Company's sole officer and director is engaged in other
full-time  income producing  activities,  the Company's sole officer or director
has received any compensation from the Company. In future periods, subsequent to
the consummation of a business combination transaction,  the Company anticipates
that it will pay compensation to its officer(s) and/or director(s).  See Certain
Relationships and Related Transactions.


                                                                              25
<PAGE>
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                        Change in
                                                                                        Pension
                                                                                        Value and
                                                                                        Nonqualified
                                                                       Non-Equity       Deferred
Name and                                             Stock    Option   Incentive Plan   Compensation   All Other
Principal Position   Year   Salary ($)   Bonus ($)   Awards   Awards   Compensation     Earnings       Compensation   Total
                                                     ($)      ($)      ($)              ($)            ($)            ($)
<S>                  <C>    <C>          <C>         <C>      <C>      <C>              <C>            <C>            <C>
Timothy P.           2006        $-0-        $-0-      $-0-     $-0-            $-0-           $-0-           $-0-     $-0-
Halter,              2005        $-0-        $-0-      $-0-     $-0-            $-0-           $-0-           $-0-     $-0-
Principal            2004        $-0-        $-0-      $-0-     $-0-            $-0-           $-0-           $-0-     $-0-
Executive
Officer
</TABLE>


The Company has no other Executive  Compensation  issues which would require the
inclusion of other mandated table disclosures.


Item 11 - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this Annual Report, the number
of  shares  of  Common  Stock  owned of record  and  beneficially  by  executive
officers,  directors and persons who hold 5% or more of the  outstanding  Common
Stock  of the  Company.  Also  included  are the  shares  held by all  executive
officers and directors as a group.

                                              Shares Beneficially Owned (1)
Name and address (2)                   Number of Shares           Percentage (3)
----------------                       ----------------           ----------

Timothy P. Halter (4)                          350,000 (5)                70.0%
Halter Financial Investments, LP (6)           350,000                    70.0%
Olga Guerra (7)                                47,200                     9.4%

Directors and officers as a group              350,000                    70.0%
     (1 person)

(1)  On  February  19,  2007,  there were  500,000  shares of our  common  stock
     outstanding  and no shares of preferred  stock issued and  outstanding.  We
     have no outstanding stock options or warrants.
(2)  Under applicable SEC rules, a person is deemed the "beneficial  owner" of a
     security  with regard to which the person  directly or  indirectly,  has or
     shares (a) the voting power, which includes the power to vote or direct the
     voting of the security,  or (b) the  investment  power,  which includes the
     power to dispose, or direct the disposition,  of the security, in each case
     irrespective of the person's economic  interest in the security.  Under SEC
     rules, a person is deemed to beneficially  own securities  which the person
     has the right to acquire  within 60 days through the exercise of any option
     or warrant or through the conversion of another security.
(3)  In  determining  the percent of voting  stock owned by a person on December
     31,  2006 (a) the  numerator  is the  number  of  shares  of  common  stock
     beneficially owned by the person, including shares the beneficial ownership
     of which may be  acquired  within 60 days upon the  exercise  of options or
     warrants or conversion of convertible  securities,  and (b) the denominator
     is the  total of (I) the  500,000  shares of common  stock  outstanding  on
     December 31, 2006, and (ii) any shares of common stock which the person has
     the right to  acquire  within  60 days  upon the  exercise  of  options  or
     warrants or conversion of convertible securities. Neither the numerator nor
     the  denominator  includes  shares which may be issued upon the exercise of
     any other options or warrants or the  conversion  of any other  convertible
     securities.


                                                                              26
<PAGE>

(4)  Mr. Halter is our  president  and  director.  He also is a member of Halter
     Financial  Investments  GP, LLC,  the general  partner of Halter  Financial
     Investments  L.P. Mr. Halter's  address is 12890 Hilltop Road,  Argyle,  TX
     76226.
(5)  Mr.  Halter is deemed to  beneficially  own the Plan Shares owned by Halter
     Financial  Investments,  L.P.
(6)  HFI's address is 12890 Hilltop Road, Argyle, TX 76226.
(7)  Olga Guerra's address is i/c/o Avery McDaniel, Attorney, 800 W. Weatherford
     Street, Fort Worth, Texas 76102.


Item 12 - Certain Relationships and Related Transactions

Other  than  the  participation  of HFG and  Timothy  P.  Halter  in our Plan of
Reorganization and the issuance to HFG of 350,000 shares of our common stock for
satisfaction of certain administrative claims and for HFG's agreement to provide
us with  certain  services as discussed in "Item 1-  Description  of  Business",
there are no relationships or transactions  between us and any of our directors,
officers and principal stockholders.

The Company currently maintains a mailing address at 12890 Hilltop Road, Argyle,
Texas 76226. The Company's telephone number there is (972) 233-0300.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing  address as these  offices are used  virtually  full-
time by other businesses of the Company's sole officer and director


Item 13 - Exhibits

2.1       First  Amended Joint Plan of  Reorganization  filed by the Debtors and
          Official  Committee  of  Unsecured  Creditors,  In the  United  States
          Bankruptcy Court,  Northern District of Texas, Dallas Division, In Re:
          Ballantrae    Healthcare,    LLC,   et.   al.,   Debtors,   Case   No.
          03-33152-HDH-11, dated September 29, 2004. (*)
2.2       Order  Confirming  First  Amended  and Joint  Plan of  Reorganization,
          Chapter 11, Case No. 03-33152-HDH-11, Signed November 29, 2004. (*)
3.1       Agreement  and Plan of Merger by and between BTHC VIII,  Inc. and BTHC
          VIII, LLC, dated August 7, 2006. (*)
3.2       Certificate  of Merger  as filed  with the  Secretary  of State of the
          State of Delaware on August 7, 2006. (*)
3.3       Articles of Merger as filed with the  Secretary  of State of the State
          of Texas on August 7, 2006. (*)
3.4       Certificate of Incorporation of BTHC VIII, Inc. (*)
3.5       Bylaws of BTHC VIII, Inc. (*)
4.1       Form of common stock certificate. (*)
31.1      Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1      Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(*)  Incorporated by reference to the Company's  Registration  Statement on Form
     10-SB (File No. 0-52127) on September 21, 2006.



                (Remainder of this page left blank intentionally)





                                                                              27
<PAGE>

Item 14 - Principal Accountant Fees and Services

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to it's principal accountant, S. W. Hatfield, CPA of Dallas, Texas.

                                                    Year ended       Year ended
                                                   December 31,     December 31,
                                                       2006             2005
                                                   ------------     ------------

1.   Audit fees                                          $  715           $ --
1.   Audit-related fees                                    --               --
2.   Tax fees                                               450             --
3.   All other fees                                        --               --
                                                         ------           ------

     Totals                                              $1,165           $ --
                                                         ======           ======


We have considered whether the provision of any non-audit services, currently or
in  the  future,  is  compatible  with  S.  W.  Hatfield,  CPA  maintaining  its
independence  and have  determined  that these services do not compromise  their
independence.

Financial Information System Design and Implementation:  S. W. Hatfield, CPA did
not charge the  Company any fees for  financial  information  system  design and
implementation fees.

The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (Board) is the Company's  defacto audit committee.  In discharging its
oversight  responsibility  as to the audit process,  the Board obtained from the
independent  auditors a formal written  statement  describing all  relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"Independence  Discussions with Audit  Committees." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non-audit services,  and satisfied itself as to the auditors'
independence.  The Board also discussed with management,  the internal  auditors
and the independent  auditors the quality and adequacy of the Company's internal
controls.

The Company's  principal  accountant,  S. W.  Hatfield,  CPA, did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.



                (Remainder of this page left blank intentionally)


                    (Financial statements start on next page)





                                                                              28
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)

                                    Contents


                                                                            Page
                                                                            ----

Report of Independent Registered Certified Public Accounting Firm            F-2

Financial Statements

  Balance Sheets
    as of December 31, 2006 and 2005                                         F-3

  Statements of Operations and Comprehensive Loss
    for the years ended December 31, 2006 and 2005 and
    the period from November 29, 2004 (date of bankruptcy settlement)
    through December 31, 2006                                                F-4

  Statements of Changes in Stockholders' Equity
    for the period from November 29, 2004 (date of bankruptcy settlement)
    through December 31, 2006                                                F-5

  Statements of Cash Flows
    for the years ended December 31, 2006 and 2005 and
    for the period from November 29, 2004 (date of bankruptcy settlement)
      through December 31, 2006                                              F-6

  Notes to Financial Statements                                              F-7












                                                                             F-1
<PAGE>

                        LETTERHEAD OF S. W. HATFIELD, CPA
                        ---------------------------------

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
        -----------------------------------------------------------------



Board of Directors and Stockholders
BTHC VIII, Inc.

We have audited the  accompanying  balance sheets of BTHC VIII, Inc. (a Delaware
corporation  and a development  stage  company) as of December 3,1 2006 and 2005
and the related  statements of operations  and  comprehensive  loss,  changes in
stockholders' equity and cash flows for each of the two years ended December 31,
2006 and 2005 and for the period  from  November  29,  2004 (date of  bankruptcy
settlement) through December 31, 2006, respectively.  These financial statements
are the sole responsibility of the Company's  management.  Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of BTHC VIII, Inc. (a development
stage  company)  as of  December  31,  2006  and  2005  and the  results  of its
operations and cash flows for each of the years ended December 31, 2006 and 2005
and for the  period  from  November  29.  2004 (date of  bankruptcy  settlement)
through December 31, 2006,  respectively,  in conformity with generally accepted
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note D to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  stockholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note D. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.


                                                    /s/ S. W. Hatfield, CPA
                                                   -------------------------
                                                    S. W. HATFIELD, CPA
Dallas, Texas
February 13, 2007


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>

                                 BTHC VIII, Inc.
                          (a development stage company)
                                 Balance Sheets
                           December 31, 2006 and 2005


                                                                  December 31,    December 31,
                                                                      2006            2005
                                                                  ------------    ------------
<S>                                                               <C>             <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                       $       --      $       --
   Due from controlling stockholder                                       --             1,000
                                                                  ------------    ------------

     Total Assets                                                 $       --      $      1,000
                                                                  ============    ============



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
Current Liabilities
   Accounts payable - trade                                       $       --      $       --
   Due to majority stockholder                                          13,423            --
                                                                  ------------    ------------

     Total Liabilities                                                  13,423            --
                                                                  ------------    ------------


Commitments and Contingencies


                         Stockholders' Equity (Deficit)
                       Preferred stock - $0.001 par value
     10,000,000 shares authorized
     None issued and outstanding                                          --              --
   Common stock - $0.001 par value
     40,000,000 shares authorized
     500,000 shares issued and outstanding                                 500             500
   Additional paid-in capital                                              500             500
   Deficit accumulated during the development stage                    (14,423)           --
                                                                  ------------    ------------

     Total Stockholders' Equity (Deficit)                              (13,423)          1,000
                                                                  ------------    ------------

     Total Liabilities and
       Stockholders' Equity (Deficit)                             $       --      $      1,000
                                                                  ============    ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>

                                 BTHC VIII, Inc.
                          (a development stage company)
                 Statements of Operations and Comprehensive Loss
                   Years ended December 31, 2006 and 2005 and
                Period from November 29, 2004 (date of bankruptcy
                     settlement) through December 31, 2006


                                                                                      Period from
                                                                                   November 29, 2004
                                                                                  (date of bankruptcy
                                         Year ended             Year ended        settlement) through
                                        December 31,           December 31,           December 31,
                                            2006                   2005                   2006
                                    -------------------    --------------------   -------------------
<S>                                 <C>                    <C>                    <C>
Revenues                            $              --      $               --     $              --
                                    -------------------    --------------------   -------------------

Operating expenses
   Reorganization costs                           2,283                    --                   2,283
   Registration fees                                130                    --                     130
   Stock transfer costs                             760                    --                     760
   Legal and professional fees                   11,250                    --                  11,250
                                    -------------------    --------------------   -------------------

Income from operations                          (14,423)                   --                 (14,423)

Provision for income taxes                         --                      --                    --
                                    -------------------    --------------------   -------------------

Net loss                                        (14,423)                   --                 (14,423)

Other comprehensive income                         --                      --                    --
                                    -------------------    --------------------   -------------------

Comprehensive loss                  $           (14,423)   $               --     $           (14,423)
                                    ===================    ====================   ===================

Loss per weighted-average share
   of common stock outstanding,
   computed on net loss - basic
   and fully diluted                $             (0.03)                    nil   $             (0.03)
                                    ===================    ====================   ===================

Weighted-average number of shares
   of common stock outstanding -
   basic and fully diluted                      500,000                 500,000               500,000
                                    ===================    ====================   ===================
</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>

                                 BTHC VIII, Inc.
                          (a development stage company)
             Statement of Changes in Stockholders' Equity (Deficit)
                Period from November 29, 2004 (date of bankruptcy
                      settlement) through December 31, 2006


                                                                                 Deficit
                                                                               accumulated
                                                  Common Stock   Additional    during the
                                                  ------------     paid-in     development
                                        Shares        Amount       capital        stage          Total
                                     -----------   -----------   -----------   -----------    -----------
<S>                                  <C>           <C>           <C>           <C>            <C>
Stock issued through bankruptcy
   settlement on November 29, 2004       500,000   $       500   $       500   $      --      $     1,000

Net loss for the period                     --            --            --            --             --
                                     -----------   -----------   -----------   -----------    -----------

Balances at December 31, 2004            500,000           500           500          --            1,000

Net loss for the year                       --            --            --            --             --
                                     -----------   -----------   -----------   -----------    -----------

Balances at December 31, 2005            500,000           500           500          --            1,000

Net loss for the year                       --            --            --         (14,423)       (14,423)
                                     -----------   -----------   -----------   -----------    -----------

Balances at December 31, 2006            500,000   $       500   $       500   $   (14,423)   $   (13,423)
                                     ===========   ===========   ===========   ===========    ===========
</TABLE>








   The accompanying notes are an integral part of these financial statements.


                                                                             F-5
<PAGE>
<TABLE>
<CAPTION>

                                 BTHC VIII, Inc.
                          (a development stage company)
                            Statements of Cash Flows
                   Years ended December 31, 2006 and 2005 and
                Period from November 29, 2004 (date of bankruptcy
                     settlement) through December 31, 2006


                                                                                   Period from
                                                                                   November 29,
                                                                                       2004
                                                                                    (date of
                                                                                   bankruptcy
                                                                                   settlement)
                                                     Year ended      Year ended      through
                                                    December 31,    December 31,   December 31,
                                                        2006            2005           2006
                                                    ------------    ------------   ------------
<S>                                                 <C>             <C>            <C>
Cash Flows from Operating Activities
   Net loss for the period                          $    (14,423)   $       --     $       --
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase in accounts payable-trade                   --              --             --
                                                    ------------    ------------   ------------

Net cash used in operating activities                    (14,423)           --             --
                                                    ------------    ------------   ------------


Cash Flows from Investing Activities                        --              --             --
                                                    ------------    ------------   ------------


Cash Flows from Financing Activities
   Cash funded from bankruptcy trust                       1,000            --             --
   Cash advanced by majority stockholder                  13,423            --           13,423
                                                    ------------    ------------   ------------

Net cash provided by financing activities                 14,423            --           14,423
                                                    ------------    ------------   ------------

Increase in Cash                                            --              --             --

Cash at beginning of period                                 --              --             --
                                                    ------------    ------------   ------------

Cash at end of period                               $       --      $       --     $       --
                                                    ============    ============   ============


Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid during the period                $       --      $       --     $       --
                                                    ============    ============   ============
     Income taxes paid during the period            $       --      $       --     $       --
                                                    ============    ============   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                                                             F-6
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)
                          Notes to Financial Statements
                           December 31, 2006 and 2005


Note A - Background and Description of Business

BTHC VIII,  Inc.  (Company) was formed on March 31, 2006,  and  incorporated  on
August  7,  2006,  in  accordance  with the Laws of the State of  Delaware.  The
Company is the U. S. Bankruptcy Court mandated  reincorporation of and successor
to BTHC VIII, LLC, a Texas Limited  Liability  Company which was discharged from
bankruptcy on November 29, 2004.  The effective date of the merger of BTHC VIII,
Inc. and BTHC VIII, LLC was August 7, 2006.

The Company's emergence from Chapter 11 of Title 11 of the United States Code on
November 29, 2004 created the combination of a change in majority  ownership and
voting control - that is, loss of control by the then-existing  stockholders,  a
court-approved reorganization, and a reliable measure of the entity's fair value
- resulting in a fresh start,  creating,  in substance,  a new reporting entity.
Accordingly,   the  Company,   post  bankruptcy,   has  no  significant  assets,
liabilities or operating activities.  Therefore, the Company, as a new reporting
entity, qualifies as a "development stage enterprise" as defined in Statement of
Financial Accounting Standard No. 7, as amended.

The  Company's  post-bankruptcy  business  plan is to locate and combine with an
existing,  privately-held  company which is profitable or, in management's view,
has growth  potential,  irrespective  of the  industry  in which it is  engaged.
However, the Company does not intend to combine with a private company which may
be deemed to be an investment  company subject to the Investment  Company Act of
1940. A combination  may be structured as a merger,  consolidation,  exchange of
the  Company's  common  stock for stock or assets or any other  form  which will
result in the combined enterprise's becoming a publicly-held corporation.


Note B - Bankruptcy Action

Commencing on March 28, 2003, BTHC VIII, LLC filed for protection  under Chapter
11 of the Federal Bankruptcy Act in the United States Bankruptcy Court, Northern
District of Texas - Dallas Division (Bankruptcy Court). The Company's bankruptcy
action was part of a combined case (Case No.  03-33152-HDH-11)  encompassing the
following related entities:  Ballantrae Healthcare,  LLC; Ballantrae Texas, LLC;
Ballantrae New Mexico, LLC; Ballantrae Missouri,  LLC; Ballantrae Illinois, LLC;
BTHC I, LLC;  BTHC II, LLC;  BTHC III,  LLC; BTHC IV, LLC; BTHC V, LLC; BTHC VI,
LLC; BTHC VIII, LLC; BTHC VIIII,  LLC; BTHC X, LLC; BTHC XI, LLC; BTHC XII, LLC;
BTHC XIV, LLC;  BTHC XV, LLC; BTHC XVII,  LLC; BTHC XIX, LLC; BTHC XX, LLC; BTHC
XXI, LLC;  BNMHC I, LLC;  BMOHC II, LLC; BILHC I, LLC, BILHC II, LLC; BILHC III,
LLC; BILHC IV, LLC; BILHC V, LLC.

All assets, liabilities and other claims against the Company and it's affiliated
entities  were combined for the purpose of  distribution  of funds to creditors.
Each of the entities otherwise remained separate  corporate  entities.  From the
commencement  of the  bankruptcy  proceedings  through  November  29,  2004 (the
effective  date of the  Plan  of  Reorganization),  all  secured  claims  and/or
administrative  claims during this period were  satisfied  through either direct
payment or negotiation.

A Plan of  Reorganization  was approved by the United States  Bankruptcy  Court,
Northern  District of Texas - Dallas  Division on November 29, 2004. The Plan of
Reorganization,  which  contemplates  the Company entering into a reverse merger
transaction,  provided  that certain  identified  claimants as well as unsecured
creditors,  in  accordance  with  the  allocation  provisions  of  the  Plan  of
Reorganization,  and the Company's  new  controlling  stockholder  would receive
"new" shares of the  Company's  post-reorganization  common  stock,  pursuant to
Section 1145(a) of the Bankruptcy Code. As a result of the Plan's approval,  all
liens, security interests,  encumbrances and other interests,  as defined in the
Plan of  Reorganization,  attach to the creditor's trust.  Specific  injunctions
prohibit any of these claims from being  asserted  against the Company  prior to
the contemplated reverse merger.


                                                                             F-7
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                           December 31, 2006 and 2005


Note B - Bankruptcy Action - Continued

The cancellation of all existing shares at the date of the bankruptcy filing and
the issuance of "new"  shares of the  reorganized  entity  caused an issuance of
shares of common stock and a related  change of control of the Company with more
than 50.0% of the "new" shares being held by persons and/or  entities which were
not  pre-bankruptcy   stockholders.   Accordingly,  per  American  Institute  of
Certified Public Accountants'  Statement of Position 90-7,  "Financial Reporting
by Entities in  Reorganization  Under the Bankruptcy  Code", the Company adopted
"fresh-start"  accounting  as of  the  bankruptcy  discharge  date  whereby  all
continuing  assets and  liabilities  of the  Company  were  restated to the fair
market  value.  As of November  29,  2004,  by virtue of the  confirmed  Plan of
Reorganization,  the only asset of the Company was approximately  $1,000 in cash
due from the Bankruptcy Estate.


Note C - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and retains the Company's pre-bankruptcy year-end
of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented


Note D - Going Concern Uncertainty

The Company has no post-bankruptcy operating history, no cash on hand, no assets
and has a  business  plan with  inherent  risk.  Because of these  factors,  the
Company's  auditors  have  issued an audit  opinion on the  Company's  financial
statements which includes a statement  describing our going concern status. This
means, in the auditor's opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.

The Company's majority stockholder maintains the corporate status of the Company
and has provided all nominal  working  capital  support on the Company's  behalf
since the bankruptcy  discharge date. Because of the Company's lack of operating
assets,  its  continuance  is fully  dependent  upon the majority  stockholder's
continuing support.  The majority stockholder intends to continue the funding of
nominal necessary expenses to sustain the corporate entity.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis. Further, the Company faces considerable risk in it's business plan
and a potential  shortfall of funding due to our  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.


                                                                             F-8
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                           December 31, 2006 and 2005


Note D - Going Concern Uncertainty - Continued

The Company's  business plan is to seek an  acquisition or merger with a private
operating   company  which  offers  an  opportunity   for  growth  and  possible
appreciation of our stockholders'  investment in the then issued and outstanding
common stock.  However,  there is no assurance  that the Company will be able to
successfully  consummate  an  acquisition  or merger  with a  private  operating
company or, if  successful,  that any  acquisition  or merger will result in the
appreciation  of our  stockholders'  investment in the then  outstanding  common
stock.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
10,000,000  million shares of preferred  stock and  40,000,000  shares of common
stock.  The Company's  ability to issue  preferred stock may limit the Company's
ability to obtain debt or equity financing as well as impede potential  takeover
of the Company, which takeover may be in the best interest of stockholders.  The
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note E - Summary of Significant Accounting Policies

1. Cash and cash equivalents
   -------------------------

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

2. Reorganization costs
   --------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities" whereby all costs incurred
     with the incorporation and reorganization,  post-bankruptcy, of the Company
     were charged to operations as incurred.


                                                                             F-9
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                           December 31, 2006 and 2005


Note E - Summary of Significant Accounting Policies - Continued

3. Income taxes
   ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2006 and 2005, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 2006 and 2005,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

4. Income (Loss) per share
   -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     As of December 31, 2006 and 2005, and subsequent  thereto,  the Company had
     no outstanding  stock  warrants,  options or convertible  securities  which
     could be  considered  as  dilutive  for  purposes  of the  loss  per  share
     calculation.


Note F - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


                                                                            F-10
<PAGE>
<TABLE>
<CAPTION>

                                 BTHC VIII, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                           December 31, 2006 and 2005


Note G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the years  ended
December  31, 2006 and 2005 and for the period from  November  29, 2004 (date of
bankruptcy settlement) through December 31, 2006, respectively, are as follows:

                                                                    Period from
                                                                    November 29,
                                                                        2004
                                                                      (date of
                                                                    bankruptcy
                                                                    settlement)
                                   Year ended       Year ended        through
                                  December 31,     December 31,     December 31,
                                      2006             2005             2004
                                  ------------     ------------     ------------
     Federal:
       Current                    $       --       $       --       $       --
       Deferred                           --               --               --
                                  ------------     ------------     ------------
                                          --               --               --
                                  ------------     ------------     ------------
     State:
       Current                            --               --               --
       Deferred                           --               --               --
                                  ------------     ------------     ------------
                                          --               --               --
                                  ------------     ------------     ------------

       Total                      $       --       $       --       $       --
                                  ============     ============     ============

As of December 31, 2006,  the Company had an  approximate  $14,400 net operating
loss  carryforward to offset future taxable income.  The amount and availability
of any net operating loss  carryforwards  will be subject to the limitations set
forth in the  Internal  Revenue  Code.  Such  factors  as the  number  of shares
ultimately  issued  within a three year  look-back  period;  whether  there is a
deemed more than 50 percent  change in control;  the  applicable  long-term  tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of any net operating loss carryforward(s).

The Company's  income tax expense for each of the years ended  December 31, 2006
and  2005  and for the  period  from  November  29,  2004  (date  of  bankruptcy
settlement) through December 31, 2006, respectively, are as follows:

                                                                             Period from
                                                                             November 29,
                                                                                 2004
                                                                               (date of
                                                                             bankruptcy
                                                                             settlement)
                                               Year ended      Year ended      through
                                              December 31,    December 31,   December 31,
                                                  2006            2005           2006
                                              ------------    ------------   ------------
<S>                                           <C>             <C>            <C>
Statutory rate applied to
   income before income taxes                 $     (4,900)   $       --     $     (4,900)
Increase (decrease) in income
   taxes resulting from:
     State income taxes                               --              --             --
     Difference between book method and
       statutory recognition differences on
       organization costs                               40            --               40
     Other, including reserve for
       deferred tax asset and application
       of net operating loss carryforward            4,860            --            4,860
                                              ------------    ------------   ------------

Income tax expense                            $       --      $       --     $       --
                                              ============    ============   ============
</TABLE>


                                                                            F-11
<PAGE>

                                 BTHC VIII, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                           December 31, 2006 and 2005


Note G - Income Taxes - Continued

The  Company's  only  temporary  differences  as of December  31, 2006 and 2005,
respectively,  relate to the  Company's  net  operating  loss and the  statutory
deferrals  of expenses  for  organizational  costs  pursuant  to the  applicable
Federal Tax Law.  Accordingly,  any deferred tax asset,  as fully  reserved,  or
liability,  if any, as of December 31, 2006 and 2005,  respectively,  is nominal
and not material to the accompanying financial statements.


Note H - Capital Stock Transactions

Pursuant  to the First  Amended  Joint Plan of  Reorganization  Proposed  By The
Debtors  affirmed by the U. S. Bankruptcy  Court - Northern  District of Texas -
Dallas  Division on November 29, 2004, the Company "will include the issuance of
a sufficient  number of Plan shares to meet the  requirements  of the Plan. Such
number is estimated  to be  approximately  500,000 Plan Shares  relative to each
Post Confirmation Debtor. The Plan Shares shall all be of the same class."

As provided in the Plan,  70.0% of the Plan Shares of the Company were issued to
Halter Financial Group, Inc., the Company's controlling stockholder, in exchange
for the release of its Allowed  Administrative Claims and for the performance of
certain  services  and the payment of certain  fees  related to the  anticipated
reverse merger or acquisition  transactions described in the Plan. The remaining
30.0% of the Plan Shares of the Company were issued to other  holders of various
claims  as  defined  in  the  Order  Confirming  First  Amended  Joint  Plan  of
Reorganization.

Based upon the  calculations  provided by the  Creditor's  Trustee,  the Company
issued an aggregate  500,000  shares of the Company's  "new" common stock to all
unsecured creditors and the controlling  stockholder in settlement of all unpaid
pre-confirmation obligations of the Company and/or the bankruptcy trust.



                (Remainder of this page left blank intentionally)


                        (Signatures follow on next page)





                                                                            F-12
<PAGE>

                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                                 BTHC VIII, Inc.

Dated: February 19, 2007                                   /s/ Timothy P. Halter
       -----------------                    ------------------------------------
                                                               Timothy P. Halter
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director


In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.

Dated: February 19, 2007                                   /s/ Timothy P. Halter
       -----------------                    ------------------------------------
                                                               Timothy P. Halter
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director



















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