[SCHEDULE 14C INFORMATION Check the appropriate box: [_] Preliminary Information Statement [_] Confidential, For Use of the Commission only [x] Definitive Information Statement BTHC VIII, INC. Payment of Filing Fee (Check the appropriate box): [x] No Fee Required [_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which] [AGREEMENT AND PLAN OF MERGER Agreement Company THT Constituent Entities This AGREEMENT AND PLAN OF MERGER (hereinafter called this “ RECITALS WHEREAS, THT was formed in the State of Nevada on September 1, 2009 as a wholly-owned subsidiary of the Company; and Merger WHEREAS, the board of directors of each of the Company and THT deems it advisable and in] [] [BYLAWS Adopted on September 16, 2009 ARTICLE I OFFICES Registered Office Section 1.1. Other Offices Section 1.2. ARTICLE II STOCKHOLDERS Place of Meetings Section 2.1. Annual Meeting Section 2.2. List of Stockholders Section 2.3. Special Meetings Section 2.4. Notice Section 2.5. Quorum Section 2.6. Voting Section 2.7. Method of Voting Section 2.8. Record Date; Closing Transfer Books Section 2.9. Action] [State of Delaware CERTIFICATE OF INCORPORATION FIRST The name of the Corporation is BTHC VIII, Inc. SECOND The Corporation will have perpetual existence. THIRD The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. FOURTH Section 1. Authorization of Shares The aggregate number of] [BYLAWS OF BTHC VIII, INC. TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. List of Stockholders 1 Section 4. Special Meetings 1 Section 5. Notice 2 Section 6. Quorum 2 Section 7. Voting 2 Section 8.]