UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              Form 10-KSB/A

X Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 30, 2004.

___Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ____ to ____.

                    SUNBURST ACQUISITIONS VIII, INC.
                 (Name of small business in its charter)


   Colorado               0-24705                  84-1466588

(State or other
jurisdiction of
incorporation)  (Commission File Number) (IRS Employer Identification Number)

            2082 Cherry Street Denver, Colorado     80207
         (Address of principal executive offices) (Zip Code)

Issuer's telephone number:  (303) 321-0461

Securities to be registered under Section 12(b) of the Act:

Title of each class
N/A

Securities to be registered under Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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        No   X

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 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. ___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked priced of such stock, as of a specified date within the
past 60 days (See definition of affiliate in Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes ____ No ____


(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 2,135,000 as of November 12, 2004.


(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents should be clearly described for identification purposes.


PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

General

The Company was incorporated under the laws of the State of Colorado on June
30, 1998 and is in the early developmental and promotional stages.  To date
the Company's only activities have been organizational ones, directed at the
raising of capital, and preliminary efforts to seek one or more properties or
businesses for acquisition.  The Company has not commenced any commercial
operations.  The Company has no full-time employees and owns no real estate.

As of the end of its fiscal year June 30, 2004, the Company had not
identified any business opportunity that it planned to pursue, nor had the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions, or that any acquisition that
occurs will be on terms that are favorable to the Company or its
stockholders.

The Company's search has been directed toward enterprises which have a desire
to be become a public corporation and which have a business plan designed to
allow them to take advantage of opportunities available to public entities.
This includes entities which have been recently organized, with no operating
history, or a history of losses attributable to under-capitalization or other
factors, entities in need of funds to develop a new product or service or to
expand into a new market, entities which desire to use their securities to
make acquisitions, and entities which have a combination of these
characteristics.

In searching for investment opportunities, the Company is not restricted to
any particular geographical area or industry.  Therefore, subject to economic
conditions, limitations on its ability to locate available business
opportunities, and other factors, the Company has substantial discretion in
selecting an appropriate business opportunity.

In connection with any acquisition, it is highly likely that an amount of
stock constituting control of the Company would be issued by the Company or
purchased from the Company's current principal shareholders by the target
entity or its controlling shareholders.

Other Entities

The officers, directors and principal shareholders of the Company are also
the officers, directors and principal shareholders of three other
corporations which were formed at the same time as the Company.  Each of
these other corporations has the same business plan as the Company.



Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other company's management and personnel, the anticipated acceptability of
new products or marketing concepts, the merit of technological changes, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many instances, it is
anticipated that the historical operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes.

Because the Company may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Company will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services
will likely not be established, and such company may not be profitable when
acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing.  This lack of diversification will not permit the Company to
offset potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting any decision to
purchase the Company's securities.

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant
to the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration.  Company management does not generally anticipate that it will
provide holders of the Company's securities with financial statements, or any
other documentation, concerning a target company or its business prior to any
merger or acquisition.  In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders
for their consideration, either voluntarily by Company management which
elects to seek the stockholders' advice and consent, or because state law so
requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.  Although
there are no current plans to do so, Company management might hire an outside
consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee.  Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the services
to be provided, the term of service, or regarding the total amount of fees
that may be paid.  However, because of the limited resources of the Company,
it is likely that any such fee the Company agrees to pay would be paid in
stock and not in cash.  Otherwise, the Company anticipates that it will
consider, among other things, the following factors:

      (1)  Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

      (2)  Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

      (3)  Capital requirements and anticipated availability of required
funds, to be provided from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

      (4)  The Company's perception of how any particular business
opportunity will be received by the investment community and by the Company's
stockholders;

      (5)  The availability of audited financial statements for the business
opportunity; and

      (6)  Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable the
securities of the Company to qualify for listing on an exchange or on a
national automated securities quotation system, such as NASDAQ.

No one of the factors described above will be controlling in the selection of
a business opportunity, and management will attempt to analyze all factors
appropriate to the opportunity and make a determination based upon reasonable
investigative measures and available data.  Potential investors must
recognize that, because of the Company's limited capital available for
investigation and management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction.  It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity
may require several additional months or more.

Company 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
shareholders, acquisition candidates which have long-term plans for raising
equity capital through the 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 which 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.



Form of Acquisition

It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business opportunities will be reviewed
as well as the respective needs and desires of the Company and the promoters
of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure
or method deemed by management to be suitable will be selected.  Such
structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a partnership,
corporation or other form of organization.  Implementing such structure may
require the merger, consolidation or reorganization of the Company with other
corporations or forms of business organization.  In addition, the present
management and stockholders of the Company most likely will not have control
of a majority of the voting shares of the Company following a reorganization
transaction.  As part of such a transaction, the Company's directors may
resign and new directors may be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the
stockholders of the acquired company of up to 80% of the common stock of the
combined entities immediately following the reorganization.  If a transaction
were structured to take advantage of these provisions rather than other "tax
free" provisions provided under the Internal Revenue Code, the Company's
stockholders in such circumstances would retain in the aggregate 20% or less
of the total issued and outstanding shares.  This could result in substantial
additional dilution in the equity of those who were stockholders of the
Company prior to such reorganization.  Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current officers,
directors and principal shareholders. (See "Description of Business -
General").

It is anticipated that any securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws.  In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated,
or under certain conditions at specified times thereafter.  The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement.  Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto,
specify certain events of default, detail the terms of closing and the
conditions which must be satisfied by each of the parties thereto prior to
such closing, outline the manner of bearing costs if the transaction is not
closed, set forth remedies upon default, and include miscellaneous other
terms.

Competition

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals.  Many of these entities will have
significantly greater experience, resources and managerial capabilities than
the Company and will therefore be in a better position than the Company to
obtain access to attractive business opportunities. The Company also will
experience competition from other public "blind pool" companies, many of
which may have more funds available than does the Company.

Administrative Offices

The Company currently maintains a mailing address at 2082 Cherry Street,
Denver, Colorado 80207, which is the office address of its President.  The
Company's telephone number there is (303) 321-0461.

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 this mailing address.

Employees

The Company is a development stage company and 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 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.  No remuneration will be paid
to the Company's officers except as set forth under "Executive Compensation"
and under "Certain Relationships and Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties.  Forward-looking statements include, but are not limited to,
statements under the following headings:

  (i) "Description of Business - General" - the general description of the
Company's plan to seek a merger or acquisition  candidate, and the types of
business opportunities that may be pursued.

  (ii) "Description of Business - Investigation and Selection of Business
Opportunities" - the steps which may be taken to investigate prospective
business opportunities, and the factors which may be used in selecting a
business opportunity.

  (iii) "Description of Business - Form of Acquisition" - the manner in which
the Company may participate in a business acquisition.

The Company wishes to caution the reader that there are many uncertainties
and unknown factors which could affect its ability to carry out its business
plan in the manner described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 2082 Cherry Street,
Denver, Colorado 80207, which is the address of its President.  The Company
pays no rent for the use of this mailing address, however, for financial
statement purposes, the Company is accruing $50 per month as additional paid-
in capital for this use.  The Company does not believe that it will need to
maintain an office at any time in the foreseeable future in order to carry
out its plan of operations described herein.  The Company's telephone number
is (303) 321-0461.

The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future.  However, the policy of the Company with respect
to investment in real estate assets could be changed in the future without a
vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS.

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

No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse
to the Company or has a material interest adverse to the Company in reference
to pending litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended June 30, 2004.

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is not currently a public trading market for the Company's securities.
Such securities are currently held of record by a total of approximately 116
persons.

No dividends have been declared or paid on the Company's securities, and it
is not anticipated that any dividends will be declared or paid in the
foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including statements in the following
discussion, which are not statements of historical fact, are what are known
as "forward-looking statements," which are basically statements about the
future.  For that reason, these statements involve risk and uncertainty since
no one can accurately predict the future.  Words such as "plans," "intends,"
"will," "hopes," "seeks," "anticipates," "expects," and the like often
identify such forward looking statements, but are not the only indication
that a statement is a forward looking statement.  Such forward looking
statements include statements concerning our plans and objectives with
respect to the present and future operations of the Company, and statements
which express or imply that such present and future operations will or may
produce revenues, income or profits.  Numerous factors and future events
could cause the Company to change such plans and objectives or fail to
successfully implement such plans or achieve such objectives, or cause such
present and future operations to fail to produce revenues, income or profits.
Therefore, the reader is advised that the following discussion should be
considered in light of the discussion of risks and other factors contained in
this report on Form 10KSB and in the Company's other filings with the
Securities and Exchange Commission.  No statements contained in the following
discussion should be construed as a guarantee or assurance of future
performance or future results.

Liquidity and Capital Resources

As of June 30, 2004, the Company remains in the development stage.  For the
fiscal year ended June 30, 2004, the Company's balance sheet reflects current
and total assets of $1,075, in the form of cash and cash equivalents, and
current liabilities of $50.

The Company will carry out its plan of business as discussed above.  The
Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if any)
of the business entity which the Company may eventually acquire.

Results of Operations

During the period from June 30, 1998 (inception) through June 30, 2004, the
Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation and filing of its
registration statement on Form 10-SB under the Securities Exchange Act of
1934, as amended, compliance with its periodical reporting requirements and
initial efforts to locate a suitable merger or acquisition candidate.   No
revenues were received by the Company during this period.

Plan of Operations

For the fiscal year ending June 30, 2005, the Company expects to continue its
efforts to locate a suitable business acquisition candidate and thereafter to
complete a business acquisition transaction.  The Company anticipates
incurring a loss for the fiscal year as a result of expenses associated with
compliance with the reporting requirements of the Securities Exchange Act of
1934, and expenses associated with locating and evaluating acquisition
candidates. The Company does not expect to generate revenues until it
completes a business acquisition, and, depending upon the performance of the
acquired business, it may also continue to operate at a loss after completion
of a business combination.

Need for Additional Financing

It is anticipated that the Company will require additional capital in order
to meet its cash needs for the next year, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange Act of
1934, as amended.

No specific commitments to provide additional funds have been made by
management or other stockholders, and 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 any
additional funds will be available to the Company to allow it to cover its
expenses.  Notwithstanding the foregoing, to the extent that additional funds
are required, the Company anticipates receiving such funds in the form of
advancements from current shareholders without issuance of additional shares
or other securities, or through the private placement of restricted
securities rather than through a public offering.

The Company may also seek to compensate providers of services by issuances of
stock in lieu of cash.  For information as to the Company's policy in regard
to payment for consulting services, see "Certain Relationships and
Transactions."


ITEM 7.   FINANCIAL STATEMENTS.

See following pages.


                        Sunburst Acquisitions VIII, Inc.
                         (A Development Stage Company)

                              Financial Statements

                                  June 30, 2004



                                         CONTENTS



                                                                      Page


REPORT OF INDEPENDENT  REGISTERED
PUBLIC ACCOUNTING FIRM                                                 F-1

BALANCE SHEET                                                          F-2

STATEMENTS OF OPERATIONS                                               F-3

STATEMENT OF STOCKHOLDERS' DEFICIT                                 F-4 to F-5

STATEMENTS OF CASH FLOWS                                               F-6

NOTES TO FINANCIAL STATEMENTS                                      F-7 to F-9





Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                           2228 South Fraser Street
                                                              Unit 1
                                                    Aurora, Colorado  80014



                            INDEPENDENT AUDITOR'S REPORT



Board of Directors
Sunburst Acquisition VIII, Inc.

I have audited the accompanying balance sheet of Sunburst Acquisition VIII,
Inc. as of June 30, 2004, and the related statements of operations, changes
in stockholders' equity and cash flows for each of the two fiscal years
then ended and for the period from inception June 30, 1998 to June 30, 2004.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements
based on my audits.

I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).   Those standards require that I
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit 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.  I believe that my
audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sunburst Acquisition VIII,
Inc. as of June 30, 2004, and the results of its operations and their cash
flows for each of the two fiscal years then ended and for the period from
inception June 30, 1998 to June 30, 2004, in conformity with generally
accepted accounting principles in the United States of America.

As  discussed in Note 5 to the financial statements, preferred shares
had been converted into common shares in a previous year without being
reflected in the financial statements.  The effect of the correction was
to reduce preferred stock, to increase common stock and additional paid
in capital,  which were restated during the current  year.

Larry O'Donnell, CPA, P.C.

October 27, 2004
                                              F-1


                         Sunburst Acquisitions VIII, Inc.
                         (A Development Stage Company)
                                BALANCE SHEET
                                June 30, 2004

   ASSETS

   CURRENT ASSETS
     Cash and Cash equivalents                                      $  1,075
                                                                      ------

      Total current assets                                             1,075
                                                                      ------
      TOTAL ASSETS                                                   $ 1,075
                                                                      ======

   LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable                                                $     -
     Accounts payable - related party                                     50
                                                                      ------
     Total current liabilities                                            50


STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 20,000,000 shares
     authorized; no shares issued or outstanding                          -
   Common stock, no par value; 100,000,000
     shares authorized; 2,135,000 shares issued and
     outstanding                                                       2,135
   Additional paid-in capital                                         22,996
   Deficit accumulated during the
     Development stage                                               (24,106)
                                                                      ------
                                                                       1,025
                                                                      ------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 1,075
                                                                      ======


   The accompanying notes are an integral part of the financial statements.
                                     F-2




                         Sunburst Acquisitions VIII, Inc.
                          (A Development Stage Company)
                             STATEMENTS OF OPERATIONS
<table>
<S>                                   <C>             <C>            <C>
                                      For the period
                                      from inception   For the year   For the year
                                      (June 30, 1998)      ended         ended
                                        to June 30,       June 30,      June 30,
                                           2004            2004           2003
                                           ----            ----           ----

REVENUES                              $            -    $         -   $         -

EXPENSES
   Amortization                                  300              -             -
   Bank charges                                    7              -             -
   Consulting fees                             1,935              -             -
   General office                              1,128              -             -
   Gifts                                          24              -             -
   Legal fees                                  4,774            131           774
   Professional fees                          12,338              -         1,296
   Rent                                        3,600            600           600
                                             -------        -------       -------
     Total expenses                           24,106            731         2,670
                                             -------        -------       -------
NET LOSS                                     (24,106)          (731)       (2,670)

Accumulated deficit
   Balance, beginning of period                    -        (23,375)      (20,705)
                                             -------        -------       -------
   Balance, end of period                  $ (24,106)     $ (24,106)    $ (23,375)
                                             =======        =======       =======

NET LOSS PER SHARE                         $   (0.01)     $   (NIL)     $   (NIL)
                                             =======        =======       =======
WEIGHTED AVERAGE NUMBER OF
        SHARES OF COMMON STOCK
        AND COMMON STOCK
        EQUIVALENTS OUTSTANDING             2,135,000     2,135,000     2,135,000
                                            =========     =========     =========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-3




                                   Sunburst Acquisitions VIII, Inc.
                                   (A Development Stage Company)
                                  STATEMENT OF STOCKHOLDERS' EQUITY
                 For the period from inception (June 30, 1998) to June 30, 2004
<TABLE>
<S>                           <c>         <c>         <c>         <c>         <c>         <c>           <c>
                                                                                           Deficit
                                  Preferred stock       Common stock                       accumulated   Total
                                 ------------------    ------------------      Additional  during the    stock-
                               Number of              Number of                paid-in     developments  holders
                               shares        Amount   shares        Amount     capital     stage         equity
                              ----------   --------   ----------   --------   -----------  ------------  ------

Preferred stock issued for
   cash, June 1998, at $0.10
   per share                     100,000  $  10,000            -         -              -             -        -

Common stock issued for
   services, June 1998, at $0.001
   per share                           -          -    1,935,000     1,935              -             -    1,935

Net loss for the period ended
   June 30, 1998                       -          -            -         -              -       (1,935)   (1,935)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 1998           100,000     10,000    1,935,000     1,935              -       (1,935)   10,000

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 1999                       -          -            -         -              -       (6,079)   (6,079)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 1999           100,000     10,000    1,935,000     1,935            600       (8,014)    4,521

Conversion of preferred shares
 to common shares, June 2000    (100,000)   (10,000)     200,000       200          9,800            -         -

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2000                       -          -            -         -              -       (4,702)   (4,702)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2000                 -          -    2,135,000     2,135         11,000      (12,716)      419

Shareholder contributions              -          -            -         -          2,500            -     2,500

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2001                       -          -            -         -              -       (3,989)   (3,989)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2001                 -   $      -    2,135,000   $ 2,135        $14,100    $ (16,705)  $  (470)
</table>

                                                             F-4





                                   Sunburst Acquisitions VIII, Inc.
                                   (A Development Stage Company)
                                  STATEMENT OF STOCKHOLDERS' EQUITY
                 For the period from inception (June 30, 1998) to June 30, 2004
<table>
<S>                           <c>         <c>         <c>         <c>         <c>         <c>           <c>
                                                                                           Deficit
                                  Preferred stock       Common stock                       accumulated   Total
                                 ------------------    ------------------      Additional  during the    stock-
                               Number of              Number of                paid-in     developments  holders
                               shares        Amount   shares        Amount     capital     stage         equity
                              ----------   --------   ----------   --------   -----------  ------------  ------

Balance, June 30, 2001                 -   $      -    2,135,000   $ 2,135       $ 14,100    $ (16,705)  $  (470)

Shareholder contributions              -          -            -         -          1,606            -     1,606

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2002                       -          -            -         -              -       (4,000)   (4,000)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2002                 -          -    2,135,000     2,135         16,306      (20,705)   (2,264)

Shareholder contributions              -          -            -         -          3,590            -     3,590

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2003                       -          -            -         -              -       (2,670)   (2,670)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2003                 -          -    2,135,000     2,135         20,496      (23,375)     (744)

Shareholder contributions              -          -            -         -          1,900            -     1,900

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   June 30, 2004                       -          -            -         -              -        (731)      (731)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, June 30, 2004                 -   $      -    2,135,000   $ 2,135       $ 22,996    $ (24,106)  $ 1,025
                                ========    =======    =========    ======        =======     ========    ======



                          The accompanying notes are an integral part of the financial statements.
</table>
                                                                      F-5








                         Sunburst Acquisitions VIII, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

                                For the period
                                from inception    For the year   For the year
                                (June 30, 1998)       ended          ended
                                 to June 30,         June 30,     June 30,
                                  2004                 2004       2004
                                -------------      ---------- ----------
CASH FLOWS FROM
 OPERATING ACTIVITIES
   Net loss                    $   (24,106)       $    (731) $  (2,670)
   Adjustments to reconcile
     net loss to net cash flows from
     operating activities:
        Amortization                   300                -          -
        Rent expense                 3,600              600        600
        Stock issued for
         consulting fees             1,935                -          -
        Increase in prepaid expenses     -                -          -
        Increase in accounts payable     -                -     (2,290)
        Increase in accounts payable -
         Related party                  50             (724)       774
                                ----------         --------   --------
      Net cash flows from
           operating activities    (18,221)            (855)    (3,587)

CASH FLOWS FROM INVESTING
  ACTIVITIES
  Increase in organization
    costs                              (300)                -        -
                                  ---------      ----------   ---------
    Net cash flows from
      investing activities             (300)             -           -

CASH FLOWS FROM FINANCING
  ACTIVITIES
  Shareholder contributions           9,596          1,900        3,590
  Issuance of preferred stock        10,000              -            -
                                  ---------      ----------   ---------

    Net cash flows from
      financing activities           19,596          1,900        3,590
                                  ---------      ----------   ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS           1,075          1,045            3

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                     -             30           27
                                    --------        -------     -------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                 $     1,075      $   1,075    $      30
                                    ========       ========      ======

The accompanying notes are an integral part of the financial statements.
F-6


                      Sunburst Acquisitions VIII, Inc.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                                June 30, 2004

1.    Summary of Significant Accounting Policies
Development Stage Company
Sunburst Acquisitions VIII, Inc. (a development stage company) (the
"Company") was incorporated under the laws of the State of Colorado on June
30, 1998.  The principal office of the corporation is 2082 Cherry Street,
Denver, Colorado 80207.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts. It has no full-
time employees and owns no real property. The Company intends to operate as a
capital market access corporation by registering with the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934.  After this,
the Company intends to seek to acquire one or more existing businesses which
have existing management, through merger or acquisition.  Management of the
Company will have virtually unlimited discretion in determining the business
activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal Year
The fiscal year of the Company is June 30.

Loss per Share
Loss per share was computed using the weighted average number of shares of
common stock and common stock equivalents outstanding during the period.

Organization Costs
Costs to incorporate the Company have been capitalized and were being
amortized over a sixty-month period.   These costs were fully expensed as of
December 31, 1999 due to SOP 98 - 5.

Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amounts.

Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes.  Actual results could differ
from those estimates.

Consideration of Other Comprehensive Income Items
SFAF 130 - Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other direct
equity changes and credits) and its components as part of the basic financial
statements.  For the year ended June 30, 2004, the Company's financial
statements do not contain any changes in equity that are required to be
reported separately in comprehensive income.

Stock Basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the service or assets received in exchange.


2.    Stockholders' Equity
As of June 30, 2004, 1,935,000 shares of the Company's no par value common
stock had been issued for consulting services provided.  The services were
converted to shares at $0.001 per share.  An additional 200,000 common shares
were issued upon conversion of Series A preferred shares.




3.	Related Party Transactions
As of the date hereof, Michael R. Quinn is the sole officer and director of
the Company, and is the owner of 821,000 shares of common stock, constituting
approximately 40% of the Company's issued and outstanding shares.


The Company's President is providing office space at no charge to the
Company.  For purposes of the financial statements, the Company is accruing
$50 per month as additional paid-in capital for this use.

4.	Income Taxes
The Company has Federal net operating loss carryforwards of approximately
$24,000 expiring during the years 2019 through 2024.  The tax benefit of
these net operating losses is approximately $4,540 and has been offset by a
full allowance for realization.  This carryforward may be limited upon the
consummation of a business combination under IRC Section 381.  For the period
ended June 30, 2004, the valuation allowance increased by approximately $140.


5.       Correction of an Error
The accompanying financial statements have been restated to correct an error
in the presentation of outstanding common and preferred shares.  The Company
discovered that a total of 100,000 preferred shares which had been converted
into a total of 200,000 common shares on June 28, 2000 were still shown as
outstanding in the accompanying financial statements.  The effect of the
restatement was to reduce preferred stock by $10,000, to increase common stock
by $200 and to increase additional paid in capital by $9,800.  The restatement
has no effect on net loss or net loss per share.


ITEM 8A.   Controls and Procedures

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of Michael R.
Quinn, President, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on this evaluation, Mr. Quinn
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports.  It should be noted that design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.


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 currently serving the Company are
as follows:

Name                      Age              Positions Held and Tenure
Michael R. Quinn          79        President and a Director since June 1998

The director named above will serve until the next annual meeting of the
Company's stockholders.  Thereafter, 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.

The directors and officers will devote their 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 will fall within the range of five to ten hours per month.

Biographical Information

MICHAEL R. QUINN

Mr. Quinn has served as President and Director of the Company since its
inception.  He has been involved with several development stage companies.
He consults with companies contemplating trading publicly and his services
consist of corporate structuring, management, accounting, productions, sales,
etc.  Mr. Quinn earned the degrees of Metallurgical Engineer and Engineer of
Mines at the Colorado School of Mines in 1946.  He did graduate work and was
employed as a research assistant at MIT.

Mr. Quinn has served as a consultant to equity holders involved in a
bankruptcy case, as a consultant and lead plaintiff in three lawsuits, all of
which have resulted in favorable  decisions for the plaintiff.

He served as President, Treasurer and Director of O.T.C. Capital Corporation
("OTC").  OTC acquired Capital 2000 and is currently actively trading.  He
was a founder of American Leverage, Inc., and was its Secretary/Treasurer and
a Director until American Leverage, Inc. acquired Data National Corporation
("Data").  Data is active, profitable and in a growth mode.  Until November,
1997, Mr. Quinn was an officer and served on the board of directors of
Gatwick, Ltd., a Regulation A public company.  In November, 1997, Gatwick,
Ltd., changed its name to AIM Smart Corporation and completed a share
acquisition transaction with Smart AIM Corporation, a Michigan corporation.
Mr. Quinn also currently serves on the board of Sunburst Acquisitions VI,
Inc., which is a blind pool or blank check company.

  Compliance With Section 16(a) of the Exchange Act.

Michael R. Quinn is a director, officer and beneficial owner of more than 10%
of the Company's outstanding common stock.  As of the end of the fiscal year
he was current in his reports.  He had three late reports in prior years, a
Form 3, Initial Statement of Beneficial Ownership of Securities, in 1998, and
a Form 5, Annual Statement of Beneficial Ownership of Securities for the
fiscal years ending June 30, 1999 and 2000.

Jay Lutsky is the beneficial owner of more than 10% of the Company's
outstanding common stock.  As of the end of the fiscal year he was current in
his reports.  He had three late reports in prior years, a Form 3, Initial
Statement of Beneficial Ownership of Securities, in 1998, and a Form 5,
Annual Statement of Beneficial Ownership of Securities for the fiscal years
ending June 30, 1999 and 2000.

ITEM 10.  EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the
fiscal year.  Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the
Company other than reimbursement for out-of-pocket expenses incurred on
behalf of the Company.  See "Certain Relationships and Related Transactions."
The Company has no stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other employees, but the
Board of Directors may recommend adoption of one or more such programs in the
future.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% 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.


Name and Address               Number of Shares Owned   Percent of Class
                               Beneficially             Owned
Michael R. Quinn (1)
2082 Cherry Street
Denver, Colorado  80207        821,000                  42.43%

Jay Lutsky
4807 S. Zang Way
Morrison, CO  80465            826,000                  42.69%

All directors and executive
officers (1  person)           821,000                  42.43%

(1)  The person listed is an officer, a director, or both, of the Company.


ITEM 12. 	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil
or criminal action brought against them on account of their being or having
been Company directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct.  Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in that Act and is, therefore,
unenforceable.

Exclusion of Liability

Pursuant to the Colorado Corporation Code, the Company's Articles of
Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of Section 7-5-114 of the
Colorado Corporation Code, or any transaction from which a director receives
an improper personal benefit.  This exclusion of liability does not limit any
right which a director may have to be indemnified and does not affect any
director's liability under federal or applicable state securities laws.

Conflicts of Interest

None of the officers of the Company will devote more than a 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
officers' 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.

Each of the Company's officers and directors also are officers, directors, or
both of several other Colorado based development-stage corporation in the
same business as the Company.  These companies may be in direct competition
with the Company for available opportunities.

Company management, and the other principal shareholders of the Company,
intend to 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.   Members of management acquired
their shares for services rendered at a price of $0.001 per share, and the
total purchase price for all presently issued and outstanding shares
(including both common stock and Series A Convertible Preferred Stock) was
$11,935, of which $10,000 was paid in cash and $1,935 was paid in the form of
performance of services.   It is anticipated that a substantial premium may
be paid by the purchaser in conjunction with any sale of shares by officers,
directors or affiliates of the Company which is 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 Company officers, directors and
affiliates to acquire their shares creates a conflict of interest for them
and may compromise their state law fiduciary duties to the Company's other
shareholders.  In making any such sale, Company officers, directors and
affiliates may consider their own personal pecuniary benefit rather than the
best interests of the Company and the Company's other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve
or consent to any particular buy-out transaction involving shares held by
members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)  The Exhibits listed below are incorporated by reference.

Exhibit No.     Document

3.1   Articles of Incorporation (incorporated by reference from Registration
      Statement on Form 10-SB/A filed with the Securities and Exchange
      Commission on June 30, 1998).

3.2   Bylaws (incorporated by reference from Registration Statement on Form
      10-SB/A filed with the Securities and Exchange Commission on June 30,
      1998).

4.1   Specimen Common Stock Certificate (incorporated by reference from
      Registration Statement on Form 10-SB/A filed with the Securities and
      Exchange Commission on June 30, 1998).

4.2   Specimen Class A Convertible Preferred Stock Certificate (incorporated
      by reference from Registration Statement on Form 10-SB/A filed with the
      Securities and Exchange Commission on June 30, 1998).

31    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to section 906 of the Sarbanes-Oxley Act of 2002

      (b)   No reports on Form 8-K were filed by the Company during the last
            quarter of its fiscal year ending June 30, 2004.


ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)      AUDIT FEES

     The  aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in
connection with statutory and regulatory  filings or engagements for those
fiscal years was $  - for the fiscal year ended  June 30, 2004 and $1,296
for the fiscal year ended June 30, 2003.

(2)      AUDIT-RELATED FEES

     There were no fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the Company's
financial statements.

(3)      TAX FEES

     There were no fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning.

(4)  ALL OTHER FEES

     There were no other fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.


PRE-APPROVAL POLICIES AND PROCEDURES

    Before the accountant is engaged by the issuer to render audit or non-
Audit services, the engagement is approved by the company's the board of
Directors acting as the audit committee.



ITEM 14. CONTROLS AND PROCEDURES


     We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of
Our disclosure controls and procedures as of the end of the period covered by
This report pursuant to Exchange Act Rule 13a-15(b).  Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included
in our periodic SEC filings.



SIGNATURE

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 and on
the dates indicated.

SUNBURST ACQUISITIONS VIII, INC.


By: /S/ MICHAEL R. QUINN
Michael R. Quinn  (Principal Executive Officer and Director)


Date:   February 2, 2005