10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended                        December 31, 2014                            

OR

[   ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from _____________________________________ to_________________________________

                                                                                             Commission file number                        0-26522

                                                                                 Boston Financial Tax Credit Fund VIII, A Limited Partnership

                                                                                     (Exact name of registrant as specified in its charter)

                   Massachusetts                                                                                                                                   04-3205879

      (State or other jurisdiction of                                                                                                (I.R.S. Employer Identification No.)

       incorporation or organization)

   101 Arch Street, Boston, Massachusetts                                                                                                          02110-1106

  (Address of principal executive offices)                                                                                                      (Zip Code)

Registrant's telephone number, including area code                                                                                      (617) 439-3911

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X    No___.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X      No___.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b -2 of the Exchange Act.

Large accelerated filer   ___                                                                                                Accelerated Filer  ___

Non-accelerated filer   ___  (Do not check if a smaller reporting company)               Smaller reporting company   X

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

Yes_____  No  X .

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                                                                                             Page No.

Item 1.    Financial Statements

Condensed Balance Sheets (Unaudited) - December 31, 2014

and March 31, 2014                                                                                                                                  1

Condensed Statements of Operations (Unaudited) - For the Three and Nine

Months Ended December 31, 2014 and 2013                                                                                        2

Condensed Statement of Changes in Partners' Equity (Unaudited) -

For the Nine Months Ended December 31, 2014                                                                                  3

Condensed Statements of Cash Flows (Unaudited) - For the Nine

Months Ended December 31, 2014 and 2013                                                                                         4

Notes to the Financial Statements (Unaudited)                                                                                          5

Item 2.    Management's Discussion and Analysis of Financial

Condition and Results of Operations                                                                                                      7

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                                 11

Item 4.   Controls and Procedures                                                                                                                                11

PART II.  OTHER INFORMATION

Item 6.  Exhibits                                                                                                                                                               12

SIGNATURE                                                                                                                                                                   13

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

PART I.                      FINANCIAL INFORMATION

Item 1.                      Financial Statements

CONDENSED BALANCE SHEETS

December 31, 2014 and March 31, 2014

(Unaudited)

Assets	December 31		March 31
Cash and cash equivalents	$	300,498	$	640,312
Investments in Local Limited Partnerships (Note 1)		-		-
Other assets		117		43
Total Assets	$	300,615	$	640,355
Liabilities and Partners' Equity
Due to affiliate	$	89,984	$	85,249
Accrued expenses		23,317		42,952
Total Liabilities		113,301		128,201
General, Initial and Investor Limited Partners' Equity		187,314		512,154
Total Liabilities and Partners' Equity	$	300,615	$	640,355

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

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended December 31, 2014 and 2013

(Unaudited)

	Three Months Ended					Nine Months Ended
	December 31,			December 31,		December 31,			December 31,
	2014			2013		2014			2013
Revenue:
Investment	$	254		$	369	$	1,120		$	1,287
Cash distribution income		-			1,058,526		-			1,058,526
Total Revenue		254			1,058,895		1,120			1,059,813
Expenses:
Asset management fees, affiliate		72,984			71,906		218,952			215,717
General and administrative
(includes reimbursements to an affiliate
in the amounts of $20,289 and $17,088          for the three months and $41,907 and
$41,347 for the nine months ended
December 31, 2014 and 2013,
respectively)		41,111			36,950		107,008			112,516
Total Expenses		114,095			108,856		325,960			328,233
Income (loss) before equity in income
of Local Limited Partnerships		(113,841	)		950,039		(324,840	)		731,580
Equity in income of Local Limited
Partnerships (Note 1)		-			366,903		-			366,903
Net Income (Loss)	$	(113,841	)	$	1,316,942	$	(324,840	)	$	1,098,483
Net Income (Loss) allocated:
General Partner	$	(1,138	)	$	13,170	$	(3,248	)	$	10,985
Limited Partners		(112,703	)		1,303,772		(321,592	)		1,087,498
	$	(113,841	)	$	1,316,942	$	(324,840	)	$	1,098,483
Net Income (Loss) Per Limited Partner
Unit (36,497 Units)	$	(3.09	)	$	35.72	$	(8.81	)	$	29.80

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

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

CONDENSED STATEMENT OF CHANGES IN PARTNERS' EQUITY

For the Nine Months Ended December 31, 2014

(Unaudited)

				Initial		Investor
	General			Limited		Limited
	Partner			Partner		Partners			Total
Balance at March 31, 2014	$	5,123		$	100	$	506,931		$	512,154
Net Loss		(3,248	)		-		(321,592	)		(324,840	)
Balance at December 31, 2014	$	1,875		$	100	$	185,339		$	187,314

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

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2014 and 2013

(Unaudited)

	2014			2013
Cash flows from operating activities:
Net Income (Loss)	$	(324,840	)	$	1,098,483
Adjustments to reconcile net income (loss) to net cash
used for operating activities:
Equity in income of Local Limited Partnerships		-			(366,903	)
Cash distributions included in net income		-			(1,058,526	)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Other assets		(74	)		54
Due to affiliate		4,735			12,495
Accrued expenses		(19,635	)		11,699
Net cash used for operating activities		(339,814	)		(302,698	)
Cash flows from investing activities:
Cash distributions received from Local Limited
Partnerships		-			1,425,429
Net cash provided by investing activities		-			1,425,429
Cash flows from financing activities:
Cash distributions		-			(1,000,000	)
Net cash used for financing activities		-			(1,000,000	)
Net increase (decrease) in cash and cash equivalents		(339,814	)		122,731
Cash and cash equivalents, beginning		640,312			636,452
Cash and cash equivalents, ending	$	300,498		$	759,183

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

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the audited financial statements and notes thereto included with the Annual Report on Form 10-K of Boston Financial Tax Credit Fund VIII, a Limited Partnership (the “Fund”) for the year ended March 31, 2014.  In the opinion of the general partner of the Fund, Arch Street VIII, Inc. (the “General Partner”), these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Fund's financial position and results of operations.  The results of operations for the periods may not be indicative of the results to be expected for the year.

The General Partner has elected to report results of the limited partnerships or limited liability companies in which it invests (the “Local Limited Partnerships”) on a 90-day lag basis because the Local Limited Partnerships report their results on a calendar year basis.  Accordingly, the financial information of the Local Limited Partnerships that is included in the accompanying financial statements is as of September 30, 2014 and 2013 and for the nine months then ended.

Generally, profits, losses, tax credits and cash flows from operations are allocated 99% to the Limited Partners and 1% to the General Partner.  Net proceeds from a sale or refinancing will be allocated 95% to the Limited Partners and 5% to the General Partner, after certain priority payments.   The General Partner may have an obligation to fund deficits in its capital account, subject to limits set forth in the Fund’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).  However, to the extent that the General Partner’s capital account is in a deficit position, certain items of net income may be allocated to the General Partner in accordance with the Partnership Agreement.

1.      Investments in Local Limited Partnerships

The Fund currently has a limited partner interest in one Local Limited Partnership which was organized for the purpose of owning and operating government-assisted, multi-family housing complexes. The Fund's ownership interest in the Local Limited Partnership is 77%.  The Fund may have negotiated or may negotiate options with the Local General Partner to purchase or sell the Fund’s interest in the Local Limited Partnership at the end of the 15-year period during which properties that receive tax credits must remain in compliance with rent restrictions and set-aside requirements (the “Compliance Period”) for nominal prices.  In the event that the Property is sold to a third party, or upon dissolution of the Local Limited Partnership, proceeds will be distributed according to the terms of the Local Limited Partnership’s partnership agreement.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (continued)

(Unaudited)

1.      Investments in Local Limited Partnerships (continued)

The following is a summary of investments in Local Limited Partnerships at December 31, 2014 and March 31, 2014:

	December 31			March 31
Capital contributions paid to Local Limited Partnerships	$	1,697,298		$	1,697,298
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $745,535 and $595,386 at
December 31 and March 31, 2014, respectively)		(1,712,856	)		(1,712,856	)
Investments in Local Limited Partnerships before adjustments		(15,558	)		(15,558	)
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses		21,077			21,077
Cumulative amortization of acquisition fees and expenses		(5,519	)		(5,519	)
Investments in Local Limited Partnerships	$	-		$	-

The Fund’s share of net income (losses) of the Local Limited Partnerships for the nine months ended December 31, 2014 and 2013 is  ($150,149) and 796,803, respectively.  For the nine months ended December 31, 2014 and 2013, the Fund has not recognized $150,149 and $24,340, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and cumulative distributions exceeded its total investment in the Local Limited Partnerships.  Previously unrecognized losses of $0 and $454,240 are included in losses recognized during the nine months ended December 31, 2014 and 2013, respectively.

2.      Significant Subsidiaries

The following Local Limited Partnership invested in by the Fund represents more than 20% of the Fund’s total assets or equity as of December 31, 2014 or 2013 or net losses for the three months then ended.  The following financial information represents the performance of this Local Limited Partnership for the three months ended September 30, 2014 and 2013:

	2014		2013
Webster Court Apartments
Revenue		N/A	$	169,819
Net Loss		N/A	$	(15,497	)

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “believe,” “could,” “will,” “may,” “might” and similar expressions are intended to identify such forward-looking statements.  The Fund intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions.  Although the Fund believes the forward-looking statements are based on reasonable assumptions and current expectations, the Fund can give no assurance that its expectations will be attained.  Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation:  (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels;  (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive overbuilding, a decrease in employment rates or adverse changes in real estate laws, including building codes; (iii) possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which would suppress the ability of the Local Limited Partnership to generate operating cash flow; (iv) possible changes in the timing of dispositions of interests in Local Limited Partnerships or the amount of consideration received in respect thereof; and (v) general economic and real estate conditions and interest rates.

The Fund is a Massachusetts limited partnership organized to invest as a limited partner or member in other limited partnerships or limited liability companies (collectively, "Local Limited Partnerships") which own and operate apartment complexes (each, a “Property”) which are eligible for low income housing tax credits (“Tax Credits”) that may be applied against the federal income tax liability of an investor. The Fund’s objectives are to: (i) provide investors with annual Tax Credits which they may use to reduce their federal income tax liability; (ii) preserve and protect the Fund’s capital; (iii) provide cash distributions from the operations of Local Limited Partnerships; and (iv) provide cash distributions from sale or refinancing transactions.  Arch Street VIII Limited Partnership ("Arch Street L.P."), a Massachusetts limited partnership consisting of Arch Street VIII, Inc., a Massachusetts corporation ("Arch Street, Inc.") as the sole general partner, ALZA Corporation as Class A limited partner (90%) and Boston Financial BFG Investments, LLC, as Class B limited partner (9%), is the sole General Partner of the Fund. Arch Street L.P. and Arch Street, Inc. are affiliates of Boston Financial Investment Management, LP (“Boston Financial”).  The fiscal year of the Fund ends on March 31.

Critical Accounting Policies

The Fund’s accounting policies include those that relate to its recognition of investments in Local Limited Partnerships using the equity method of accounting.  The Fund’s policy is as follows:

The Fund is involved with the Local Limited Partnerships in which it invests as a non-controlling equity holder.  The investments in Local Limited Partnerships are made primarily to obtain federal income Tax Credits on behalf of the Fund’s investors.  Such Tax Credits are not reflected on the books of the Fund.  The Local Limited Partnerships are Variable Interest Entities (“VIEs”) because the owners of the equity at risk do not have the power to direct their operations.  A VIE must be consolidated by the entity which is determined to be the VIE’s primary beneficiary which is the entity that has both (i) the power to direct the activities of the VIE and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  Additionally, a VIE requires continued reassessment of the primary beneficiary.  

The general partners of the Local Limited Partnerships (the “Local General Partners”), who are considered to be the primary beneficiaries, direct the activities of the Local Limited Partnerships and are responsible for maintaining compliance with the Tax Credit program and for providing subordinated financial support in the event operations cannot support debt and Property tax payments.  The Fund accounts for its investments using the equity method of accounting because it is not the primary beneficiary of these Local Limited Partnerships.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies (continued)

Under the equity method, the investments in Local Limited Partnerships are carried at cost, adjusted for the Fund’s share of net income or loss and for cash distributions from the Local Limited Partnerships.  Equity in income or loss of the Local Limited Partnerships is included currently in the Fund's operations.   A liability is recorded for capital contributions payable to Local Limited Partnerships. In the event that a Local Limited Partnership records other comprehensive income or loss, the Fund will evaluate its impact on the Fund and determine whether it should be recorded as other comprehensive income or loss.  Under the equity method, a Local Limited Partnership investment will not be carried below zero.  To the extent that a Local Limited Partnership with a carrying value of zero incurs additional losses, the excess losses will be suspended and offset against future income.  Income from these Local Limited Partnerships will not be recorded until all of the related suspended losses have been offset.  To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Fund, the distribution is recorded as income in the Fund’s statement of operations.

The Fund's exposure to economic and financial statement losses is limited to its investment balance in the Local Limited Partnership and estimated future funding commitments.  To the extent that the Fund does not receive the full amount of Tax Credits specified in its initial investment contribution agreement, it may be eligible to receive payments from the Local General Partner pursuant to capital contribution adjuster provisions as more explicitly defined in each Local Limited Partnership Agreement.  The Fund may be subject to additional losses to the extent of any additional financial support that the Fund voluntarily provides in the future. The Fund, through its ownership percentages, may participate in Property disposition proceeds, the timing and amounts of which are unknown.  The Fund does not guarantee any of the mortgages or other debt of the Local Limited Partnerships.

The Fund is subject to risks inherent in the ownership of Property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance of facilities and continued eligibility of Tax Credits.  If the cost of operating a Property exceeds the rental income earned thereon, the Fund may deem it in its best interest to voluntarily provide funds and advances in order to protect its investment. The Fund assesses the collectability of any advances at the time the advance is made and records a reserve if collectability is not reasonably assured.

Periodically, the carrying value of each investment in Local Limited Partnership is tested for other-than-temporary impairment. Other-than-temporary impairment exists when the carrying value of a Local Limited Partnership exceeds the estimated remaining benefits. If this occurs, a provision is recorded to reduce the investment to the sum of the estimated remaining benefits.  The estimated remaining benefits for each Local Limited Partnership consists of the estimated future benefit from tax losses, Tax Credits and distributions over the estimated life of the investment and the estimated residual proceeds at disposition.  Estimated residual proceeds are allocated in accordance with the terms of each Local Limited Partnership’s partnership agreement.  Generally, the carrying values of most Local Limited Partnerships will decline through losses and distributions.  However, the Fund may record an impairment loss if the expiration of Tax Credits outpaces losses and distributions from a Local Limited Partnership.

Liquidity and Capital Resources

At December 31, 2014, the Fund has cash and cash equivalents of $300,498, as compared to $640,312 at March 31, 2014.  The decrease is primarily attributable to cash used for operating activites, including the payment of asset management fees.

The General Partner initially designated 5% of the Gross Proceeds as Reserves, as defined in the Partnership Agreement.  The Reserves were established to be used for working capital of the Fund and contingencies related to the ownership of Local Limited Partnership interests.  The General Partner may increase or decrease such Reserves from time to time, as it deems appropriate.  At December 31, 2014 and March 31, 2014, approximately $260,000 and $585,000, respectively, has been designated as Reserves.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

To date, professional fees relating to various Property issues totaling approximately $76,000 have been paid from Reserves.  In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Fund’s  management  might  deem  it  in  its   best  interest to  voluntarily  provide  such  funds in order to protect its investment. As of December 31, 2014, the Fund has advanced approximately $1,417,000 to Local Limited Partnerships to fund operating deficits.

The General Partner believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Fund’s ongoing operations.  Reserves may be used to fund operating deficits, if the General Partner deems funding appropriate.  As of December 31, 2014, the Fund has used all of its operating funds and proceeds from disposition of investments in Local Limited Partnerships to replenish Reserves.  If Reserves are not adequate to cover the Fund’s operations, the Fund will seek other financing sources including, but not limited to, the deferral of asset management fees paid to an affiliate of the General Partner or working with Local Limited Partnerships to increase cash distributions.

Since the Fund invests as a limited partner, the Fund has no contractual duty to provide additional funds to the Local Limited Partnerships beyond its specified investment.  Thus, as of December 31, 2014, the Fund had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for.

Cash Distributions

No cash distributions were made during the nine and three months ended December 31, 2014.  Cash distributions of $990,000 were made to the Investor Limited Partners and $10,000 to the General Partner during the nine and three months ended December 31, 2013.

Results of Operations

Three Month Period

For the three months ended December 31, 2014, the Fund’s operations resulted in a net loss of $113,841 as compared to a net income of $1,316,942 for the three months ended December 31, 2013.  The decrease in net income is primarily attributable to a decrease in cash distribution income and a decrease in equity in income of Local Limited Partnerships recorded by the Fund.  Cash distribution income decreased due to the distribution received when the Property owned by one of the Local Limited Partnerships was sold in the three months ended December 31, 2013.  Equity in income decreased due to the gain on sale recorded by the same Local Limited Partnership in the three months ended December 31, 2013.

Nine Month Period

For the nine months ended December 31, 2014, the Fund’s operations resulted in a net loss of $324,840 as compared to a net income of $1,098,483 for the nine months ended December 31, 2013.  The decrease in net income is primarily attributable to a decrease in cash distribution income and a decrease in equity in income of Local Limited Partnerships recorded by the Fund.  Cash distribution income decreased due to the distribution received when the Property owned by one of the Local Limited Partnerships was sold in the nine months ended December 31, 2013.  Equity in income decreased due to the gain on sale recorded by the same Local Limited Partnership in the nine months ended December 31, 2013.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Portfolio Update

As of December 31, 2014, the Fund’s investment portfolio consists of a limited partnership interest in one Local Limited Partnership, which owns and operates a multi-family apartment complex and had generated, but no longer generates, Tax Credits.  Since inception, the Fund generated Tax Credits of approximately $1,429 per Limited Partner Unit.  The aggregate amount of Tax Credits generated by the Fund was consistent with the objective specified in the Fund’s prospectus.

Properties that receive Tax Credits must remain in compliance with rent restriction and set aside requirements during the 15-year Compliance Period. Failure to do so would result in the recapture of a portion of the Property’s Tax Credits.  The Compliance Period expired for all Properties on or prior to December 31, 2010.

The General Partner will continue to closely monitor the operations of the final Property and will formulate a disposition strategy with respect to the Fund’s remaining Local Limited Partnership interest. The Fund shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Fund.  Investors will continue to be Limited Partners, receiving Schedule K-1s and quarterly and annual reports, until the Fund is dissolved.

The Fund is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it.

Property Discussions

The remaining Property in which the Fund has an interest operated above breakeven for the quarter ended September 30, 2014.  The General Partner, in the normal course of the Fund’s business, is arranging for the future disposition of the Fund’s interest in the final remaining Local Limited Partnership.

As previously reported, the General Partner sought a 2013 termination of the Fund’s interest in the Local Limited Partnership that owns Webster Court Apartments, located in Kent, Washington.  The General Partner sent a default notice to the Local General Partner in December 2012 as a result of the lack of response to numerous requests to sell the Property.  Although it was previously anticipated that the General Partner would need to litigate to enforce its sale rights, the Local General Partner signed with a broker on April 3, 2013 to list the Property for sale.  The Property was sold in fee simple, effective December 24, 2013.  The Fund received $1,425,429 from the sales proceeds.  The 2013 loss from this property was $406,750, or $11.14 per Unit.  The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the General Partner anticipated the Fund’s interest in the Local Limited Partnership that owns Hemlock Ridge, located in Livingston Manor, New York, would terminate in December 2010, at the earliest.  The General Partner and Local General Partner negotiated an exit strategy to dispose of the Fund’s interest in the Local Limited Partnership for $100,000, or $2.74 per Unit.  A transaction is currently projected to occur by April 30, 2015.  The General Partner projects 2015 taxable income of approximately $830,000, or $22.74 per Unit.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

Item 3.                                Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4.                                Controls and Procedures

Disclosure Controls and Procedures

The Fund maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods.  The Chief Executive Officer and the Chief Financial Officer of the General Partner of the Fund (collectively, the “Certifying Officers”) are responsible for maintaining disclosure controls for the Fund.  The controls and procedures established by the Fund are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the Fund’s disclosure controls and procedures.  Based on the evaluation, the Certifying Officers concluded that as of December 31, 2014, the Fund’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Certifying Officers have also concluded that there was no change in the Fund’s internal controls over financial reporting identified in connection with the evaluation of the Fund’s controls that occurred during the Fund’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

PART II.             OTHER INFORMATION

Item 6.                 Exhibits

31.1           Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2           Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1          Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2           Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

                                                                                                                                                           BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                                                                                                                                                                                                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: February 13, 2015                                                                                                                                                                                                          BOSTON FINANCIAL TAX CREDIT FUND VIII,

A LIMITED PARTNERSHIP

                                              By:         Arch Street VIII Limited Partnership,

                              its General Partner

                                     /s/Kenneth J. Cutillo                    

              Kenneth J. Cutillo

President

                   Arch Street VIII, Inc.

                                             Arch Street VIII Limited Partnership

                      (Chief Executive Officer)

EX-31.1

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

EXHIBIT 31.1

I, Kenneth J. Cutillo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Boston Financial Tax Credit Fund VIII, a Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 13, 2015                                                                      /s/Kenneth J. Cutillo                     

Kenneth J. Cutillo

Principal Executive Officer and

Principal Financial Officer

Arch Street VIII, Inc., as

General Partner of

Arch Street VIII Limited Partnership, as

General Partner of

Boston Financial Tax Credit Fund VIII,

                                                                                                               A Limited Partnership

EX-31.2

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

EXHIBIT 31.2

I, Kenneth J. Cutillo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Boston Financial Tax Credit Fund VIII, a Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

   (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

   (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 13, 2015                                                                      /s/Kenneth J. Cutillo                     

Kenneth J. Cutillo

Principal Executive Officer and

Principal Financial Officer

Arch Street VIII, Inc., as

General Partner of

Arch Street VIII Limited Partnership, as

General Partner of

Boston Financial Tax Credit Fund VIII,

A Limited Partnership

EX-32.1

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Boston Financial Tax Credit Fund VIII, a Limited Partnership (the “Fund”) on Form 10-Q for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Principal Executive Officer and Principal Financial Officer, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

   1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

/s/Kenneth J. Cutillo                     

Kenneth J. Cutillo

Principal Executive Officer and

Principal Financial Officer

Arch Street VIII, Inc., as

General Partner of

Arch Street VIII Limited Partnership, as

General Partner of

Boston Financial Tax Credit Fund VIII,

A Limited Partnership

Date:           February 13, 2015

A signed original of this written statement required by section 906 has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Boston Financial Tax Credit Fund VIII, a Limited Partnership (the “Fund”) on Form 10-Q for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Principal Executive Officer and Principal Financial Officer, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

/s/Kenneth J. Cutillo                     

Kenneth J. Cutillo

Principal Executive Officer and

Principal Financial Officer

Arch Street VIII, Inc., as

General Partner of

Arch Street VIII Limited Partnership, as

General Partner of

Boston Financial Tax Credit Fund VIII,

A Limited Partnership

Date:           February 13, 2015

A signed original of this written statement required by section 906 has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.

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Investments in Local Limited Partnerships (Tables)

9 Months Ended

Dec. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Schedule Of Local Limited Partnership Investments [Table Text Block]

The following is a summary of investments in Local Limited Partnerships at December 31, 2014 and March 31, 2014:

	December 31		March 31
Capital contributions paid to Local Limited Partnerships	$	1,697,298	$	1,697,298
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $745,535 and $595,386 at
December 31 and March 31, 2014, respectively)		(1,712,856)		(1,712,856)
Investments in Local Limited Partnerships before adjustments		(15,558)		(15,558)
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses		21,077		21,077
Cumulative amortization of acquisition fees and expenses		(5,519)		(5,519)
Investments in Local Limited Partnerships	$	-	$	-

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Significant Subsidiaries

9 Months Ended

Dec. 31, 2014

Significant Subsidiaries [Abstract]

Significant Subsidiaries [Text Block]

2.      Significant Subsidiaries

The following Local Limited Partnership invested in by the Fund represents more than 20% of the Fund’s total assets or equity as of December 31, 2014 or 2013 or net losses for the three months then ended.   The following financial information represents the performance of this Local Limited Partnership for the three months ended September 30, 2014 and 2013:

	2014	2013
Webster Court Apartments
Revenue	N/A	$	169,819
Net Loss	N/A	$	(15,497)

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CONDENSED BALANCE SHEETS (USD $)	Dec. 31, 2014	Mar. 31, 2014
Assets
Cash and cash equivalents	$ 300,498	$ 640,312
Investments in Local Limited Partnerships (Note 1)	0	0
Other assets	117	43
Total Assets	300,615	640,355
Liabilities and Partners' Equity
Due to affiliate	89,984	85,249
Accrued expenses	23,317	42,952
Total Liabilities	113,301	128,201
General, Initial and Investor Limited Partners' Equity	187,314	512,154
Total Liabilities and Partners' Equity	$ 300,615	$ 640,355

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CONDENSED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net Income (Loss)	$ (324,840)	$ 1,098,483
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Equity in income of Local Limited Partnerships	0	(366,903)
Cash distributions included in net income	0	(1,058,526)
Increase (decrease) in cash arising from changes in operating assets and liabilities:
Other assets	(74)	54
Due to affiliate	4,735	12,495
Accrued expenses	(19,635)	11,699
Net cash used for operating activities	(339,814)	(302,698)
Cash flows from investing activities:
Cash distributions received from Local Limited Partnerships	0	1,425,429
Net cash provided by investing activities	0	1,425,429
Cash flows from financing activities:
Cash distributions	0	(1,000,000)
Net cash used for financing activities	0	(1,000,000)
Net increase (decrease) in cash and cash equivalents	(339,814)	122,731
Cash and cash equivalents, beginning	640,312	636,452
Cash and cash equivalents, ending	$ 300,498	$ 759,183

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Investments in Local Limited Partnerships

9 Months Ended

Dec. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments Disclosure [Text Block]

1.      Investments in Local Limited Partnerships

The Fund currently has a limited partner interest in one Local Limited Partnership which was organized for the purpose of owning and operating government-assisted, multi-family housing complexes. The Fund's ownership interest in the Local Limited Partnership is 77%.  The Fund may have negotiated or may negotiate options with the Local General Partner to purchase or sell the Fund’s interest in the Local Limited Partnership at the end of the 15-year period during which properties that receive tax credits must remain in compliance with rent restrictions and set-aside requirements (the “Compliance Period”) for nominal prices.  In the event that the Property is sold to a third party, or upon dissolution of the Local Limited Partnership, proceeds will be distributed according to the terms of the Local Limited Partnership’s partnership agreement.

The following is a summary of investments in Local Limited Partnerships at December 31, 2014 and March 31, 2014:

	December 31		March 31
Capital contributions paid to Local Limited Partnerships	$	1,697,298	$	1,697,298
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $745,535 and $595,386 at
December 31 and March 31, 2014, respectively)		(1,712,856)		(1,712,856)
Investments in Local Limited Partnerships before adjustments		(15,558)		(15,558)
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses		21,077		21,077
Cumulative amortization of acquisition fees and expenses		(5,519)		(5,519)
Investments in Local Limited Partnerships	$	-	$	-

The Fund’s share of net income (losses) of the Local Limited Partnerships for the nine months ended December 31, 2014 and 2013 is  ($150,149) and 796,803, respectively.  For the nine months ended December 31, 2014 and 2013, the Fund has not recognized $150,149 and $24,340, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and cumulative distributions exceeded its total investment in the Local Limited Partnerships.  Previously unrecognized losses of $0 and $454,240 are included in losses recognized during the nine months ended December 31, 2014 and 2013, respectively.

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CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Revenue:
Investment	$ 254	$ 369	$ 1,120	$ 1,287
Cash distribution income	0	1,058,526	0	1,058,526
Total Revenue	254	1,058,895	1,120	1,059,813
Expenses:
Asset management fees, affiliate	72,984	71,906	218,952	215,717
General and administrative (includes reimbursements to an affiliate in the amounts of $20,289 and $17,088 for the three months and $41,907 and $41,347 for the nine months ended December 31, 2014 and 2013, respectively)	41,111	36,950	107,008	112,516
Total Expenses	114,095	108,856	325,960	328,233
Income (loss) before equity in income of Local Limited Partnerships	(113,841)	950,039	(324,840)	731,580
Equity in income of Local Limited Partnerships (Note 1)	0	366,903	0	366,903
Net Income (Loss)	(113,841)	1,316,942	(324,840)	1,098,483
Net Income (Loss) allocated:
General Partner	(1,138)	13,170	(3,248)	10,985
Limited Partners	(112,703)	1,303,772	(321,592)	1,087,498
Net Income (Loss)	$ (113,841)	$ 1,316,942	$ (324,840)	$ 1,098,483
Net Income (Loss) Per Limited Partner Unit (36,497 Units)	$ (3.09)	$ 35.72	$ (8.81)	$ 29.80

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Document And Entity Information	9 Months Ended
	Dec. 31, 2014
Document Information [Line Items]
Entity Registrant Name	Boston Financial Tax Credit Fund VIII LP
Entity Central Index Key	0000911568
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	0
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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CONDENSED STATEMENTS OF OPERATIONS [Parenthetical] (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Reimbursements to affiliate (in dollars)	$ 20,289	$ 17,088	$ 41,907	$ 41,347
Limited Partner Units	36,497	36,497	36,497	36,497

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Investments in Local Limited Partnerships (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Schedule of Investments [Line Items]
Net Income (Loss)	$ (112,703)	$ 1,303,772	$ (321,592)	$ 1,087,498
Equity in income of Local Limited Partnerships	0	366,903	0	366,903
Cumulative Unrecognized Losses	745,535		745,535		595,386
Local Limited Partnerships [Member]
Schedule of Investments [Line Items]
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest			77.00%
Net Income (Loss)			(150,149)	796,803
Equity in income of Local Limited Partnerships			150,149	24,340
Equity Method Investment, Unrealized Intercompany Profit (Loss) Not Eliminated, Amount			$ 0	$ (454,240)

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Investments in Local Limited Partnerships (Details) (USD $)	Dec. 31, 2014	Mar. 31, 2014
Schedule of Investments [Line Items]
Capital contributions paid to Local Limited Partnerships	$ 1,697,298	$ 1,697,298
Cumulative equity in losses of Local Limited Partnerships (excluding cumulative unrecognized losses of $745,535 and $595,386 at December 31 and March 31, 2014, respectively)	(1,712,856)	(1,712,856)
Investments in Local Limited Partnerships before adjustments	(15,558)	(15,558)
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses	21,077	21,077
Cumulative amortization of acquisition fees and expenses	(5,519)	(5,519)
Investments in Local Limited Partnerships	$ 0	$ 0

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Significant Subsidiaries (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Revenue	$ 0	$ 169,819
Net Loss	$ 0	$ (15,497)

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Significant Subsidiaries (Details Textual)	3 Months Ended
	Dec. 31, 2014
Equity Method Investment Ownership Percentage Criteria	The following Local Limited Partnership invested in by the Fund represents more than 20% of the Funds total assets or equity as of December 31, 2014 or 2013 or net losses for the three months then ended.

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CONDENSED STATEMENT OF CHANGES IN PARTNERS' EQUITY (USD $)	Total	General Partner [Member]	Initial Limited Partner [Member]	Investor Limited Partners [Member]
Balance at Mar. 31, 2014	$ 512,154	$ 5,123	$ 100	$ 506,931
Net Loss	(324,840)	(3,248)	0	(321,592)
Balance at Dec. 31, 2014	$ 187,314	$ 1,875	$ 100	$ 185,339

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Significant Subsidiaries (Tables)

9 Months Ended

Dec. 31, 2014

Significant Subsidiaries [Abstract]

Equity Method Investments [Table Text Block]

 The following financial information represents the performance of this Local Limited Partnership for the three months ended September 30, 2014 and 2013:

	2014	2013
Webster Court Apartments
Revenue	N/A	$	169,819
Net Loss	N/A	$	(15,497)