Well i think i figured it out... I decided to swap in my HEI distributor to see if it would run.. After bringing #1 cyl to TDC on the firing stroke, i pop the cap and the rotor is pointing at the next terminal on the cap!!! 360/8 terminals is 45 degrees seperation between each terminal, and also about the amount my timing was off!

Looks like my distributor jumped a tooth!! Insane! Bear in mind everything was tight (i double checked the hold down clamp). I'm gonna pick up a new hold down clamp just to be sure... Any suggestions????