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

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

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

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

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

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

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

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

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


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

         As of August 25, 2008,  312,730  shares of the  registrant's  $.001 par
value common stock were outstanding.

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

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

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





<PAGE>


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





                                                                            Page
                                                                            ----




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


PART II


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


PART IV


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


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


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














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<PAGE>

                                EXPLANATORY NOTE


         This  Amendment on Form  10-KSB/A (the  "Amendment")  amends the Annual
Report on Form 10-KSB (the "Original Annual Report") for the year ended December
31, 2007, which was originally filed with the Securities and Exchange Commission
(the "SEC") on February 25, 2008 and subsequently amended on August 13, 2008. We
are filing this second  amendment in response to an  additional  comment  letter
received  from the SEC in  connection  with its  review of our  Original  Annual
Report (the "Comment  Letter").  We have modified Part II Item 8A(T),  "Controls
and  Procedures,"  in this Amendment in response to the Comment Letter to revise
management's  annual report on internal control over financial  reporting as set
forth in the first  amendment to the Original Annual Report to state as a result
of our management's  failure to provide its report in the Original Annual Report
our internal control over financial reporting was not effective. In addition, we
are also including  current  Exhibits 31.1 and 31.2, the  certifications  of our
Chief Executive  Officer and Chief Financial  Officer required by Regulation S-K
Item 601(31)(i) as of the date of this Amendment.

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



                                     PART II


ITEM 8A(T).  CONTROLS AND PROCEDURES

Disclosure  Controls and Procedures.  Our management,  under the supervision and
with  the  participation  of our  Chief  Executive  Officer  ("CEO")  and  Chief
Financial  Officer  ("CFO"),  has evaluated the  effectiveness of our disclosure
controls  and  procedures  as  defined  in Rules  13a-15  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this Annual Report.  Based on such evaluation,  our CEO
and CFO have concluded  that, as of the end of the period covered by this Annual
Report, our disclosure controls and procedures were not effective as a result of
our failure to timely file  Management's  Annual Report on Internal Control over
Financial  Reporting.  Disclosure  controls  and  procedures  are  controls  and
procedures  designed to ensure that information  required to be disclosed in our
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms and include controls and procedures designed to ensure that information we
are  required to disclose in such reports is  accumulated  and  communicated  to
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate to allow timely decisions regarding required disclosure.

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

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

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

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

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



                                       -1-
<PAGE>

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

Our  management,  with  the  participation  of our CEO and  CFO,  evaluated  the
effectiveness of the Company's  internal control over financial  reporting as of
December 31, 2007. In making this  assessment,  our management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission in Internal Control - Integrated Framework.  Based on this evaluation
and those criteria,  our management,  with the participation of our CEO and CFO,
concluded  that, as of December 31, 2007,  our internal  control over  financial
reporting  was not  effective  as a result of our  failure  to timely  file this
report on internal control over financial reporting.

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

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

















                                       -2-
<PAGE>



                                     PART IV

                     EXHIBITS, FINANCIAL STATEMENT SCHEDULES


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

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

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

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

*Filed herewith






























                                      -3-
<PAGE>








                                   SIGNATURES

         In  acoordance  with  Section  13 or  15(d) of the  Exchange  Act , the
Registrant  has duly  caused  this Report to be signed on August 27, 2008 on its
behalf by the undersigned, thereto duly authorized.

                 BTHC VIII, INC.


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





         In accordance with the Exchange Act , this Report has been signed below
by the  following  persons  on behalf of the  Registrant  and in the  capacities
indicated on August 27, 2008.




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





















                                      -4-
<PAGE>



                                INDEX OF EXHIBITS



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

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

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

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



*Filed herewith





























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