MAS ACQUISITION VIII CORP
SC 13D, 1999-04-29
BLANK CHECKS
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                                    UNITED STATES                            
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549




                                     SCHEDULE 13D

                               (Amendment No.        )*


                                MAS Acquisition VIII Corp.
- --------------------------------------------------------------------------------
                                   (Name of Issuer)


                                    Common Stock
- --------------------------------------------------------------------------------
                           (Title of Class of Securities)
 

                                        N/A
- --------------------------------------------------------------------------------
                                   (CUSIP Number)

                                     Aaron Tsai   
                              1103 Landing Meadows Dr.
                              Henderson, Kentucky 42420
                                  (502) 826-6989
- --------------------------------------------------------------------------------
                    (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)


                                   April 27, 1999
- --------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following 
box. / /

          Note.  Six copies of this statement, including all exhibits, should 
     be filed with the Commission.  See Rule 13d-1 (a) for other parties to 
     whom copies are to be sent.

                            (Continued on following pages)

                                 (Page 1 of  4 Pages)


- --------------------------------
     (1)   The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on the remainder of this coverage page shall 
not be deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).


<PAGE>

                          SCHEDULE 13D

CUSIP No.     N/A                            Page   2  of     4   Pages
          ------------                            -----     -----
- --------------------------------------------------------------------------------
 1   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    
     Aaron Tsai
     ###-##-####
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)  / /
                                                            (b)  / /
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*  
     PF 
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
     2(d) or 2(e)                                                / /
- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- --------------------------------------------------------------------------------
NUMBER OF         7    SOLE VOTING POWER
SHARES                 8,250,000
BENEFICIALLY      8    SHARED VOTING POWER
OWNED BY               0
EACH              9    SOLE DISPOSITIVE POWER
REPORTING              8,250,000
PERSON WITH      10    SHARED DISPOSITIVE POWER
                       0
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     8,250,350
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*                                             / /

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     96.8%(1)
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
- --------------------------------------------------------------------------------
                        *SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)  Calculated based upon the number of outstanding shares of Common Stock of
     the Issuer on March 31, 1999. 

<PAGE>

ITEM 1. Security and Issuer.

        This statement relates to the Common Stock, par value $.001 per share 
("Common Stock") issued by MAS Acquisition VIII Corp., an Indiana corporation 
(the "Company"), whose mailing address is located at 1710 E. Division St., 
Evansville, IN 47711.

ITEM 2. Identity and Background.

        This statement is filed by Aaron Tsai, an individual residing at
1103 Landing Meadows Dr., Henderson, KY 42420. Mr. Tsai is the Chairman, 
President, Chief Executive Officer and Treasurer of the Company. Mr. Tsai is 
an officer and director of MAS Financial Corp., MASF.net Inc., MAS Acquisition 
VII Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS Acquisition 
XI Corp., MAS Acquisition XII Corp., Aimex Camera Corp., Aimex Distributing 
Corp., Aimex Marketing Corp., American Multimedia, Inc., Aimex Imaging Corp., 
Auto Stack Pacific Rim Ltd., Hunan Restaurant of Indiana, Inc. and Hunan 
Restaurant of Boonville, Inc.

        The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Considerations.

        On October 7, 1996, the Reporting Person used his own fund for the 
purchase of 8,500,000 shares of Common Stock valued at fair market value of 
$90, which was the actual cost of incorporating the Company. The shares were
issued to the Reporting Person as reimbursement for the $90 incorporation fee 
paid by the Reporting Person.

ITEM 4, Purpose of Transaction.

        The purpose of the transaction in the stock is for control of the 
Company. The Reporting Person may make purchases of Common Stock from time to 
time and may acquire or dispose of any or all of the shares of Common Stock held
by him at any time. The Reporting person has no plans or proposals which relate 
to, or could result in any of the matters referred to in Paragraphs (b) through 
(j), of Item 4 of Schedule 13D.

<PAGE>

ITEM 5. Interest in Securities of the Issuer.

        As of the date hereof, the Reporting Person beneficially owns 8,250,350
shares of the Company's Common Stock, comprising approximately 96.8% of the
shares outstanding. The percentage used herein is calculated based upon the
8,519,800 shares of Common Stock of the Company stated by the Company as issued 
and outstanding as of March 31, 1999, as reported in the Company's 10-SB. The 
Reporting Person has sole voting and dispositive powers with respect to 
8,250,000 shares of Common Stock and no voting and no dispositive powers with 
respect to 350 shares to which this statement relates. The Reporting Person has 
not effected any other transaction in the shares of the Common Stock.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect 
        to Securities of the Issuer.

        None.

ITEM 7. Materials to be Filed as Exhibits.

        None.



                                      SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.

Dated:  April 29, 1999                       
      ----------------------
                         


                             /s/ Aaron Tsai
                             --------------------------------------
                             Aaron Tsai




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