**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      DC 20549





**FORM
      10-QSB**





**x QUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended March
      31, 2008





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


For
      the
      transition period from ______ to ________





Commission
      File No **.
      000-**53066****







**BSV
      VIII, INC.**


(Exact
      name of registrant as specified in its charter)










**Colorado**
            
            **20-******1649727********(State
                or Jurisdiction of
              incorporation
                or formation)
            
            (I.R.S.
                Employer
              Identification
                No.)




**735
      Broad Street**


**Suite
      400**


**Chattanooga,
      TN 37402**


(Address
      of principal executive offices)  (Zip
      Code)





Issuer’s
                telephone number:
            **(423)
                265-5062**Issuer’s
                facsimile number:
            **(423)
                265-5068**





**N/A**


(Former
      name, former address and former fiscal year, if changed since last
      report)





Copies
      to :


The
      Sourlis Law Firm


Virginia
      K. Sourlis, Esq.


The
      Galleria


2
      Bridge
      Avenue


Red
      Bank,
      New Jersey 07701


(732)
      530-9007


**www.SourlisLaw.com**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes oNo x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo o





Transitional
      Small Business Disclosure Format: Yes oNo x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of May 15, 2008: 2,485,338 and 150,000 shares of Class A Common Stock and Class B Common Stock,
      respectively.










**BSV
      VIII, INC.**


**TABLE
      OF CONTENTS**


**FORM
      10-QSB FOR THE FISCAL QUARTER ENDED MARCH 31, 2008**








**Page****PART
                I - FINANCIAL STATEMENTS**Item
                1. Financial Statements
            1Item
                2. Management’s Discussion and Analysis or Plan of
                Operations
            10Item
                3. Controls and Procedures
            12**PART
                II – OTHER INFORMATION**Item
                1. Legal Proceedings
            13Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            13Item
                3. Defaults upon Senior Securities
            14Item
                4. Submission of Matters to a Vote of Security Holders
            14Item
                5. Other Information
            14Item
                6. Exhibits and Reports of Form 8-K
            14**SIGNATURES**
            14








**PART
      I – FINANCIAL STATEMENTS**





**Item
      1. Financial Statements**





TABLE
      OF CONTENTS





PageFINANCIAL
                STATEMENTS:Balance
                Sheets
            2Statements
                of Operations
            3Statement
                of Changes in Stockholders’ Deficit
            4Statements
                of Cash Flows
            5Notes
                to the Financial Statements
            6








BSV
      VIII, INC.


(A
      Development Stage Company)





BALANCE
      SHEETS





MARCH
      31, 2008 AND DECEMBER 31, 2007





3/31/2008
            
            12/31/2007(Unaudited)
            
            (Audited)ASSETSTOTAL
                ASSETS
            
            $
            -
            
            $
            -LIABILITIES
                AND STOCKHOLDERS' DEFICITACCOUNTS
                PAYABLE
            
            $
            6,929
            
            $
            -STOCKHOLDERS'
                DEFICIT: (Note 4)Common
                stock-Class A, no par value, authorized 80,000,000, shares issued
                and
                outstanding 2,485,338; at March 31, 2008 and 2007
            
            
            999
            
            
            999Common
                stock -Class B, no par value, authorized 20,000,000, shares, issued
                and
                outstanding 150,000 at March 31, 2008 and 2007
            
            
            1
            
            
            1Preferred
                stock, no par value, authorized 5,000,000 shares, no shares issued
                or
                outstanding
            
            
            -
            
            
            -Additional-paid-in-capital
            
            
            6,060
            
            
            -Deficit
                accumulated during the development stage
            
            
            (13,989
            )
            
            (1,000
            )TOTAL
                STOCKHOLDERS’ DEFICIT
            
            
            (6,929
            )
            
            -TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            -
            
            $
            -




See
        notes
        to the financial statements.
  2





BSV
      VIII, INC.


(A
      Development Stage Company)





STATEMENTS
      OF OPERATIONS





THREE
      MONTHS ENDED MARCH 31, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception)





TO
      MARCH 31, 2008





(UNAUDITED)





Three Months Ended
              March 31, 2008
            
            Three Months Ended
              March 31, 2007
            
            September 22, 2004
              (Date of Inception)
              To
              March 31, 2008Revenues
            
            $
            -
            
            $
            -
            
            $
            -Expenses:
            
            
            12,989
            
            
            -
            
            
            13,989Loss
                Before Provision for Income Taxes
            
            
            (12,989
            )
            
            -
            
            
            (13,989
            )Income
                Tax Expense
            
            
            -
            
            
            -
            
            
            -Net
                Loss
            
            $
            (12,989
            )
            $
            -
            
            $
            (13,989
            )Loss
              Per ShareBasic
            
            $
            (0.01
            )
            $
            -
            
            $
            (0.01
            )Weighted
                average - number of shares outstanding
            
            
            2,635,338
            
            
            2,635,338
            
            
            2,635,338





See
      notes
      to the financial statements.





3




BSV
      VIII, INC.


(A
      Development Stage Company)





STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIT





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO MARCH 31,
      2008





(UNAUDITED)





Shares
            
            Common
              Stock
              Class A
            
            Common
              Stock
              Class B
            
            Additional
              Paid in Capital
            
            Deficit
              Accumulated
              During
              Development Stage
            
            TotalCommon
                stock issued at inception
            
            
            2,485,338
            
            $
            999
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            999Common
                stock issued at inception
            
            
            150,000
            
            
            -
            
            
            1
            
            
            -
            
            
            -
            
            
            12004
                Activity
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,000
            )
            
            (1,000
            )2005
                Activity
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -2006
                Activity
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -2007
                Activity
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -2008
                Activity
            
            
            -
            
            
            -
            
            
            -
            
            
            6,060
            
            
            (12,989
            )
            
            (6,929
            )Balance
                at March 31, 2008
            
            
            2,635,338
            
            $
            999
            
            $
            1
            
            $
            6,060
            
            $
            (13,989
            )
            $
            (6,929
            )





See
      notes
      to the financial statements.




4





BSV
      VIII, INC.


(A
      Development Stage Company)





STATEMENTS
      OF CASH FLOWS





THREE
      MONTHS ENDED MARCH 31, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO MARCH 31,
      2008





(UNAUDITED)





Three Months Ended
              March 31, 2008
            
            Three Months Ended
              March 31, 2007
            
            September 22, 2004
              (Date of Inception)
              To
              March 31, 2008Net Loss
            
            $
            (12,989
            )
            $
            -
            
            $
            (13,989
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesIncrease
                in additional-paid -in capital
            
            
            6,060
            
            
            -
            
            
            6,060Increase
                in accounts payable
            
            
            6,929
            
            
            -
            
            
            6,929Net
                Cash Used in Operating Activities
            
            
            -
            
            
            -
            
            
            (1,000
            )Cash
              Flows from Financing ActivitiesStock
                Issued at inception
            
            
            -
            
            
            -
            
            
            1,000Net
                Cash Provided by Financing Activities
            
            
            -
            
            
            -
            
            
            1,000Net
                change in cash
            
            
            -
            
            
            -
            
            
            -Cash
                at beginning of period
            
            
            -
            
            
            -
            
            
            -Cash
                at end of period
            
            $
            -
            
            $
            -
            
            $
            -





See
      notes
      to the financial statements.




5


BSV
          VIII, INC.


(A
      Development Stage Company)





NOTES
      TO UNAUDITED FINANCIAL STATEMENTS





THREE
      MONTHS ENDED MARCH 31, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO MARCH 31,
      2008





NOTE
      1 – ORGANIZATION:





BSV
      VIII,
      Inc. (a Development Stage Company) (the Company) was incorporated on September
      22, 2004, in the State of Colorado, for the purpose of conducting a public
      distribution of securities (the Proposed Distribution) and then effecting a
      merger, acquisition or other business combination transaction (Business
      Combination) with an unidentified privately-held company (a Target). The
      Company's business strategy is also referred to as a "blind pool" because
      neither the management of the Company nor the persons who acquire securities
      in
      the Proposed Distribution know what the business of the Company will ultimately
      be. The Company is in the development stage and has had no significant business
      activity to date. The Company has adopted a fiscal year end of December 31,
      however upon merger the Company intends to adopt the fiscal period of the
      target.





NOTE
      2 – GOING CONCERN:





The
      Company has been in the development stage since its inception in 2004 to present
      and has incurred losses from its inception through March 31, 2008 amounting
      to
      $13,989. The Company's ability to meet its future obligations is dependent
      upon
      its ability to raise capital and close on a potential business combination
      as
      discussed in Note 1. These factors raise substantial doubt about the Company's
      ability to continue as a going concern. Management is actively pursuing merger
      and business combinations and believes that the necessary capital and the future
      acquisition of business will take place and will provide for the Company to
      continue as a going concern.





The
      Company's financial statements are prepared using generally accepted accounting
      principles in the United States of America applicable to a going concern which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. In order to continue as a going concern, the Company
      will need additional capital resources. Management's plans to obtain such
      resources for the Company include (1) obtaining capital from management and
      significant shareholders sufficient to meet its minimal operating expenses,
      and
      (2) seeking out and completing a merger with an existing operating company.
      However, management cannot provide any assurances that the Company will be
      successful in accomplishing any of its plans.





The
      ability of the Company to continue as a going concern is dependent upon
      management's ability to successfully accomplish the plans described in the
      preceding paragraphs and eventually secure other sources of financing and attain
      profitable operations. The accompanying financial statements do not include
      any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.





6


BSV
      VIII, INC.


(A
      Development Stage Company)





NOTES
      TO UNAUDITED FINANCIAL STATEMENTS





THREE
      MONTHS ENDED MARCH 31, 2008 AND 2007 AND





THE
      PERIOD FROM SEPTEMBER 22, 2004 (Date of Inception) TO MARCH 31,
      2008





NOTE
      3 – SIGNIFICANT ACCOUNTING POLICIES:





Basis
      of Accounting:





The
      Company’s policy is to prepare its financial statements on the accrual basis of
      accounting.





Estimates:




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect certain reported amounts and disclosures. Accordingly, actual results
      could differ from those estimates.





Income
      Taxes:





The
      Company utilizes the asset and liability method of accounting for deferred
      income taxes as prescribed by the Statement of Financial Accounting Standards
      No. 109 (SFAS 109) "Accounting for Income Taxes". This method requires the
      recognition of deferred tax liabilities and assets for the expected future
      tax
      consequences of temporary differences between the tax and financial reporting
      bases of certain assets and liabilities.





Earnings
      Per Common Share :





The
      Company follows Statement of Financial Accounting Standards (SFAS) No. 128,
      “Earnings Per Share”. SFAS No. 128 simplifies the standards for computing
      earnings per share (EPS) and makes them comparable to international EPS
      standards. Basic EPS is based on the weighted average number of common shares
      outstanding for the period, excluding the effects of any potentially dilutive
      securities. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted.
      Net income (loss) per share is calculated by dividing net income (loss) by
      the
      weighted average number of common shares outstanding during the
      period.




NOTE
      4 – STOCKHOLDERS’ EQUITY:





On
      September 22, 2004, the Company issued two million four hundred eighty five
      thousand three hundred thirty eight (2,485,338) shares of its Class A common
      stock and one hundred fifty thousand (150,000) shares of its Class B common
      stock at inception. The shares were issued pursuant to Section 4(2) of the
      Securities Act of 1933 (the "Act") and are restricted securities within the
      meaning of Rule 144 of the Act.




7





NOTE
      4 – STOCKHOLDERS’ EQUITY (Continued):





The
      Company's Board of Directors has the power to issue any or all of the authorized
      but unissued Common Stock without stockholder approval. The Company currently
      has no commitments to issue any shares of common stock. However, the Company
      will, in all likelihood, issue a substantial number of additional shares in
      connection with a business combination. Since the Company expects to issue
      additional shares of common stock in connection with a business combination,
      the
      ultimate ownership of the gift share donees is likely to be less than 5% of
      the
      issued and outstanding common stock of the Company. It is impossible to predict
      whether a business combination will ultimately result in dilution to donees.
      If
      the target has a relatively weak balance sheet, a business combination may
      result in significant dilution. If a target has a relatively strong balance
      sheet, there may be no dilution.





The
      Company authorized 5,000,000 shares of preferred stock. Currently, there are
      no
      shares of preferred stock issued or outstanding.





Additional
      paid-in-capital represents professional fees incurred by the Company which
      have
      been paid by a related entity (See note 6).





NOTE
      5 – EARNINGS PER SHARE:





The
      Company accounts for earnings per share under Statement of Financial Accounting
      Standards No. 128 "Earnings Per Share", which requires presentation of basic
      earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").
      The computation of Basic EPS is computed by dividing net income by the weighted
      average number of outstanding common shares during the period. Diluted EPS
      gives
      effect to all dilutive potential common shares outstanding during the
      period.





The
      shares used in the computation are as follows:





2008
            
            2007Basic
                and Diluted EPS
            
            
            2,635,338
            
            
            2,635,338





NOTE
      6 – RELATED PARTIES:





The
      Company’s management (and original incorporators), through a common owned
      entity, have paid all expenses incurred by the Company, which includes
      professional fees and basic state and local fees and taxes. The related entity
      has committed to taking responsibility for all liabilities incurred by the
      Company through the date completion of a business transaction such as described
      on Note 1. Therefore, the Company will reflect all expenses paid on their behalf
      in their financial statements and record as additional
      paid-in-capital.





NOTE
      7 – INCOME TAXES:





As
      of
      March 31, 2008 and 2007, the Company had deferred tax assets recognized of
      approximately $5,000 and $400 respectively, with equal corresponding valuation
      allowances. The deferred tax asset is a result of a net operating loss
      carryforward.




8





NOTE
      8 – NEW ACCOUNTING PRONOUNCEMENTS:





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157 (“FAS 157”), *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. FAS 157 applies under other accounting pronouncements
      that require or permit fair value measurements. Prior to FAS 157, there were
      different definitions of fair value and limited guidance for applying those
      definitions in GAAP. Moreover, that guidance was dispersed among the many
      accounting pronouncements that require fair value measurements. Differences
      in
      that guidance created inconsistencies that added to the complexity in applying
      GAAP. The changes to current practice resulting from the application of FAS
      157
      relate to the definition of fair value, the methods used to measure fair value,
      and the expanded disclosures about fair value measurements. FAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company does not expect
      the adoption of FAS 157 to have an effect on its financial
      statements.





In
      December 2007, the FASB issued SFAS No. 141(R), " *Business
      Combinations* ,"
      which
      replaces SFAS No. 141, " *Business
      Combinations* ,"
      which,
      among other things, establishes principles and requirements for how an acquirer
      entity recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed (including intangibles) and any
      noncontrolling interests in the acquired entity. SFAS No. 141(R) applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008. The Company is currently evaluating what impact the adoption
      of SFAS No. 141(R) will have on the financial statements.





The
      Company has implemented all new accounting pronouncements that are in effect
      and
      that may impact its financial statements and does not believe that there are
      any
      other new accounting pronouncements that have been issued that might have a
      material impact on its financial statements.





9


**Item
      2.** **Management's
      Discussion and Analysis or Plan of Operation**





**Plan
      of Operation**





BSV
      VIII,
      Inc. (a Development Stage Company) (the Company) was incorporated on September
      22, 2004, in the State of Colorado for the purpose of conducting a public
      distribution of securities (the Proposed Distribution) and then effecting a
      merger, acquisition or other business combination transaction (Business
      Combination) with an unidentified privately-held company (a Target). We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the company.





On
      February 1, 2008, the Company voluntarily filed with the Securities and Exchange
      Commission (SEC) a Registration Statement on Form 10-SB therein registering
      the
      Company’s Class A Non Voting Common Stock, no par value, and Class B Voting
      Common Stock, no par value, under Section 12(g) of the Securities Exchange
      Act
      of 1934, as amended. The Form 10-SB went effective by operation of law on April
      1, 2008 (60 days after the filing date) and since such date, the Company has
      been a reporting company and required to file periodic and current reports
      with
      the SEC under the Exchange Act.





The
      Company's business strategy is also referred to as a "blind pool" because
      neither the management of the Company nor the persons who acquire securities
      in
      the Proposed Distribution know what the business of the Company will ultimately
      be. The Company is in the development stage and has had no significant business
      activity to date. The Company has adopted a fiscal year end of December 31,
      however upon merger the Company intends to adopt the fiscal period of the
      Target.





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Management
      anticipates seeking out a target company through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more Internet websites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Management may engage in such solicitation directly
      or
      may employ one or more other entities to conduct or assist in such solicitation.
      Management and its affiliates will pay referral fees to consultants and others
      who refer target businesses for mergers into public companies in which
      management and its affiliates have an interest. Payments are made if a business
      combination occurs, and may consist of cash or a portion of the stock in the
      Company retained by management and its affiliates, or both.





The
      Company and/or its shareholders will supervise the search for target companies
      as potential candidates for a business combination. The Company and/or its
      shareholders may pay as their own expenses any costs incurred in supervising
      the
      search for a target company. The Company and/or its shareholders may enter
      into
      agreements with other consultants to assist in locating a target company and
      may
      share stock received by it or cash resulting from the sale of its securities
      with such other consultants.




10





As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      officers and directors are only required to devote a very limited portion of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no or minimal managerial role in the Company
      following a merger or business combination. Although we intend to scrutinize
      closely the management of a prospective target business in connection with
      our
      evaluation of a business combination with a target business, our assessment
      of
      management may be incorrect. We cannot assure you that we will find a suitable
      business with which to combine.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to effect an acquisition of or merger
      with another operating company, of which there can be no assurance.




As
      of
      March 31, 2008, the Company had an accumulated deficit of $13,989, compared
      to
      $1,000 as of March 31, 2007, and there is doubt as to the Company’s ability to
      continue as a going concern.





For
      the
      three month periods ending March 31, 2008, and March 31, 2007, and for the
      period from September 22, 2004 (Inception) to March 31, 2008, the Company had
      no
      activities that produced revenues from operations.





For
      the
      three month periods ended March 31, 2008 and 2007, the Company had a net loss
      of
      $12,989 and $0 respectively. From the Company’s date of inception (September 22,
      2004) to March 31, 2008, the Company had a net loss of $13,989. These losses
      were mostly due to legal, accounting, audit and other professional service
      fees
      incurred in relation to the filing of the Company’s Registration Statement on
      Form 10-SB filed on February 1, 2008.





**Liquidity
      and Capital Resources**




As
      of
      March 31, 2008, the Company had assets equal to $0 compared to $0 as of March
      31, 2007. The Company’s current liabilities as of March 31, 2008 and March 31,
      2007 totaled $6,929 and $0, respectively, comprised of accounts payable.




The
      following is a summary of the Company's cash flows from operating, investing,
      and financing activities:





For
      the Cumulative Period from September 22, 2004 (Inception) to March 31,
      2008




Operating
                activities
            
            $
            (1,000
            )Investing
                activities
            
            $
            —Financing
                activities
            
            $
            1,000Net
                effect on cash
            
            $
            0




11


The
      Company has nominal assets and has generated no revenues since
      its inception. The Company is also dependent upon the receipt of capital
      investment or other financing to fund its ongoing operations and to execute
      its
      business plan of seeking a combination with a private operating company. If
      continued funding and capital resources are unavailable at reasonable terms,
      the
      Company may not be able to implement its plan of operations.





At
      March
      31, 2008, the Company had no capital resources available and primarily relies
      upon the issuance of common stock and additional capital contributions from
      its
      shareholders to fund administrative expenses pending the acquisition of an
      operating company.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors.




**Item
      3. Controls and Procedures**





Evaluation
      of disclosure controls and procedures.





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities and Exchange Commission's rules, regulations and related forms,
      and
      that such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





As
      of
      March 31, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of our management, including our principal executive officer
      and
      principal financial officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures. Based on this evaluation, our principal
      executive officer and principal financial officer concluded that our disclosure
      controls and procedures were effective.





Changes
      in internal controls.





There
      have been no changes in our internal controls or in other factors that could
      significantly affect these controls and procedures during the quarter ended
      March 31, 2008.





**Report
      of Management on Internal Control over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company. Internal control over
      financial reporting is a process to provide reasonable assurance regarding
      the
      reliability of our financial reporting for external purposes in accordance
      with
      accounting principles generally accepted in the United States of America.
      Internal control over financial reporting includes maintaining records that
      in
      reasonable detail accurately and fairly reflect our transactions; providing
      reasonable assurance that transactions are recorded as necessary for preparation
      of our financial statements; providing reasonable assurance that receipts and
      expenditures of company assets are made in accordance with management
      authorization; and providing reasonable assurance that unauthorized acquisition,
      use or disposition of company assets that could have a material effect on our
      financial statements would be prevented or detected on a timely basis. Because
      of its inherent limitations, internal control over financial reporting is not
      intended to provide absolute assurance that a misstatement of our financial
      statements would be prevented or detected.




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Although
      management did not conduct an evaluation of the effectiveness of our internal
      control over financial reporting based on the framework in Internal Control
      -
      Integrated Framework issued by the Committee of Sponsoring Organizations of
      the
      Treadway Commission, it has concluded that notwithstanding the foregoing, the
      Company’s internal controls over financial reporting are effective, and no
      material weaknesses in financial reporting have been discovered upon our
      year-end evaluation.





This
      Form
      10-QSB does not include an attestation report of the Company’s registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management’s report in this report.





**PART
      II - OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings** **.**





The
      Company is currently not a party to any pending legal proceedings and no such
      action by or to the best of its knowledge, against the Company has been
      threatened.





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





On
      September 22, 2004, the day of its incorporation, the Company issued an
      aggregate of 2,485,338, shares of Class A Common Stock and 150,000 shares of
      Class B Common Stock to Messrs. Dyer, Eversull, and Brennan, Lane Capital
      Markets and Ms. Elizabeth Davis in consideration for services rendered. The
      Company issued these shares of Common Stock under the exemption from
      registration requirements of the Securities Act provided by Section 4(2) of
      the
      Securities Act in light of the fact that the offering did not constitute a
      public offering.





No
      other
      securities have been issued for services. Neither the Registrant nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





The
      Company's Board of Directors has the power to issue any or all of the authorized
      but unissued Common Stock without stockholder approval. The Company currently
      has no commitments to issue any shares of common stock. However, the Company
      will, in all likelihood, issue a substantial number of additional shares in
      connection with a business combination. Since the Company expects to issue
      additional shares of common stock in connection with a business combination,
      the
      ultimate ownership of the gift share donees is likely to be less than 5% of
      the
      issued and outstanding common stock of the Company. It is impossible to predict
      whether a business combination will ultimately result in dilution to donees. If
      the target has a relatively weak balance sheet, a business combination may
      result in significant dilution. If a target has a relatively strong balance
      sheet, there may be no dilution.





It
      should
      be noted that any shares held by affiliates or promoters of the Registrant
      may
      not be sold by such affiliates or promoters, or their transferees, pursuant
      to
      Rule 144 of the Securities Act. This is true for any such sale either before
      or
      after a business combination with an operating company or other person,
      regardless of technical compliance with the rule. The position of the staff
      of
      the Division of Corporation Finance of the SEC is that any such resale
      transaction under Rule 144 would appear to be designed to distribute or
      redistribute such shares to the public without coming within the registration
      requirements of the Securities Act. Therefore, these affiliates or promoters,
      or
      their transferees, can only resell the shares they hold as of the date hereof
      through a registration statement filed under the Securities Act or pursuant
      to
      an exemption from such registration requirements.




13


**Item
      3.**  **Defaults
      upon Senior Securities** **.**





None





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders** **.**





None





**Item
      5.**  **Other
      Information** **.**





None





**Item
      6.**  **Exhibits** **.**





Exhibit
      Index





**No.:**
            
            **Description:**31.1
            
            Certification
                pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
            
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, there unto duly
      authorized.





Dated:
      May 15, 2008




**BSV
                VIII, INC.**By:
            /s/
                Douglas A. DyerName: Douglas A. DyerTitle: President





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