U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x   
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





Commission File Number0-52819





WENTWORTH
VIII INC.


(Name of
Small Business Issuer in its charter)





Delaware
                36-4611498(State
      or other jurisdiction of incorporation or formation)
                (I.R.S.
      employer identification
number)




190 Lakeview Way, Vero Beach,
      Florida
                32963(Address
      of principal executive offices)
                (Zip
      Code)


(772)
231-7544


(Issuer's
telephone number)





Securities
to be registered under Section 12(b) of the Act:





None
                  (Title
      of each class to be so registered)
                None
                  (Name
      of each Exchange on which each class is to be
    registered)




Securities
to be registered under Section 12(g) of the Exchange Act:





Common Stock,
$0.0001


(Title of
each class)





Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act. Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Act. Yes o  No x




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 o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o




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 o
                  Accelerated
      filer oNon-accelerated  (Do
      not check if a smaller reporting company) filer o
                  Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act). Yes x  No o





The
Company’s revenues for the fiscal year end December 31, 2008 were
$0.





As of
February 28, 2009, there were 250,000 shares of the registrant’s common stock
held by non-affiliates.  As of February 28, 2009, there were 6,200,000
shares of common stock outstanding.










DOCUMENTS
INCORPORATED BY REFERENCE:





None






















1






WENTWORTH VIII, INC.





TABLE
OF CONTENTS





PagePART IItem 1.
                                    Business
                                    4Item 1A.
                                    Risk Factors
                                    5Item 1B.
                                    Unresolved Staff Comments
                                    10Item 2.
                                    Properties
                                    10Item 3.
                                    Legal Proceedings
                                    10Item 4.
                                    Submission of Matters to a Vote of Security
      Holders
                                    10PART IIItem 5.
                                    Market for Registrant’s Common Equity, Related Stockholder
      Matters and IssuerPurchases of Equity Securities
                                    10Item 6.
                                    Selected Financial Data
                                    12Item 7.
                                    Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                    12Item 7A.
                                    Quantitative and Qualitative Disclosures About Market
      Risk
                                    14Item 8.
                                    Financial Statements and Supplementary
    Data
                                    15Item 9.
                                    Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure
                                    26Item 9A.
                                    Controls and Procedures
                                    26Item 9B.
                                    Other Information
                                    26PART IIIItem 10.
                                    Directors, Executive Officers and Corporate
      Governance
                                    27Item 11.
                                    Executive Compensation
                                    29Item 12.
                                    Security Ownership of Certain Beneficial Owners and
      Management and RelatedStockholder Matters
                                    30Item 13.
                                    Certain Relationships and Related Transactions, and
      Director Independence
                                    30Item 14.
                                    Principal Accounting Fees and Services
                                    31PART IVItem 15.
                                    Exhibits, Financial Statement Schedules
                                    32Signatures
                                    33Certifications
                                    34




2




PART I





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Wentworth VIII,
Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.











3




Item 1. Business.





Introduction
and History





Wentworth
VIII, Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the State
of Delaware on July 2, 2007 and maintains its principal executive offices at 190
Lakeview Way, Vero Beach, Florida 32963. Since inception, the Company has been
engaged in organizational efforts and obtaining initial financing. The Company
was formed as a vehicle to pursue a business combination.  The Company
filed a registration statement on Form 10-SB with the U.S. Securities and
Exchange Commission (the “SEC”) on September 20, 2007, and since its
effectiveness, the Company has been engaged in efforts to identify a possible
business combination.  However, the Company has not entered into a
letter of intent or any definitive agreement concerning any target business. The
business purpose of the Company is to seek the acquisition of, or merger with,
an existing company.





The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully completed a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





Reports
to Security Holders





(i)
              The
      Company is not required to deliver an annual report to security holders
      and at this time does not anticipate the distribution of such a
      report.





(ii)
              The
      Company will file reports with the SEC. The Company is currently a
      reporting company and intends to comply with the requirements of the
      Exchange Act.





(iii)
              The
      public may read and copy any materials the Company files with the SEC in
      the SEC's Public Reference Section, Room 1580, 100 F Street N.E.,
      Washington, D.C. 20549. The public may obtain information on the operation
      of the Public Reference Section by calling the SEC at 1-800-SEC-0330.
      Additionally, the SEC maintains an Internet site that contains reports,
      proxy and information statements, and other information regarding issuers
      that file electronically with the SEC, which can be found at
      http://www.sec.gov.





Competition





The
Company will face vast competition from other shell companies that desire to
seek a potential business combination with a private company seeking the
perceived advantages of being a publicly held corporation.  The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination.  A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us.  Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business
combination.  These competitive factors may reduce the likelihood of
our identifying and consummating a successful business
combination.


4




Employees





We
presently have no employees. Our sole officer and director is engaged in outside
business activities and anticipates that he will devote to our business very
limited time until the acquisition of a successful business opportunity has been
identified. We expect no significant changes in the number of our employees
other than such changes, if any, incident to a business
combination.





Item 1A. Risk Factors





An
investment in the Company is highly speculative in natire and involves an
extremely high degree of risk.  A prospective investor should consider
the possibility of loss of the investor’s entire investment and evaluate all
information about us and the risk factors discussed below in relation to his
financial circumstances before investing in us.





There
may be conflicts of interest between our management and stockholders of the
Company.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the Company.  A conflict of interest may
arise between our management's personal pecuniary interest and its fiduciary
duty to our stockholders.  In addition, Kevin R. Keating, our sole
officer and director, is currently involved with other blank check companies and
conflicts in the pursuit of business combinations with other such blank check
companies with which he is, and may in the future be, affiliated with may
arise.  If we and the other blank check companies that our management
is affiliated with desire to take advantage of the same opportunity, then those
members of management that are affiliated with both companies would abstain from
voting upon the opportunity. In the event of identical officers and directors,
the officers and directors will arbitrarily determine the company that will be
entitled to proceed with the proposed transaction.





Additionally,
we contemplate that at least one of the finders of business combinations for the
Company may be Keating Investments, LLC (“Keating Investments”), a Delaware
limited liability company, an SEC Registered Investment Advisor, and our
principal stockholder.  Timothy J. Keating, who beneficially owns
50.13% of our issued and outstanding Common Stock and is also the son of Kevin
R. Keating, our sole officer and director, is the Managing Member of, and holds
approximately a 61% interest in, Keating Investments, LLC.





We
have no current operating business





We
currently have no relevant operating business, revenues from operations or
assets.  Our business plan is to seek a merger or business combination
with an operating business.  We may not realize any revenue unless and
until we successfully combine with an operating business. We face all of the
risks inherent in the investigation, acquisition, or involvement in a new
business opportunity.  An investor’s purchase of any of our securities
must be regarded as placing funds at a high risk in a new or "start-up" venture
with all of the unforeseen costs, expenses, problems, and difficulties to which
such ventures are subject.  We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination.  The Company is 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. In addition, the Company is dependent upon certain related parties to
provide continued funding and capital resources. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations. Our financial statements indicate that
without additional capital, there is substantial doubt as to our ability to
continue as a going concern.





There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





5




Our
future success is highly dependent on the ability of management to locate and
attract a suitable acquisition.





The nature
of our operations is highly speculative, and there is a consequent risk of loss
of your investment. The success of our plan of operations will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, we cannot assure you that
we will be successful in locating candidates meeting that criterion. In the
event we complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond our control.  In addition, even if we
complete a business combination, there is no assurance that the business we
acquire will generate revenues or profits, or that the value of our common stock
will increase as a result of the acquired business opportunity.





We
only intend to acquire a single business opportunity and thus your investment
will lack diversification.





Because of
our limited financial resources, it is unlikely that we will be able to
diversify our acquisitions or operations.  The inability to diversify
our activities into more than one area will subject our investors and
stockholders to economic fluctuations within a particular business or industry
and therefore increase the risks associated with the
investment.   We only intend to engage in a business combination
with one operating entity.





Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.





While
seeking a business combination, management anticipates devoting very limited
time to the Company's affairs. Our sole officer has not entered into a written
employment agreement with us and is not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.  To supplement our
search activities, we may be required to employ accountants, technical experts,
appraisers, attorneys, or other consultants or advisors.  Some of
these outside advisors may be our affiliates or their affiliated
entities.  The selection of any such advisors will be made by our
management without any input from stockholders, and the engagement of such
persons may reduce the value of your investment.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering  two or three years, depending on the size of the target
company.  The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





The
Company may be subject to further government regulation which would adversely
affect our operations.





Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”), since we are not engaged in the
business of investing or trading in securities. If we engage in business
combinations which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the SEC as to our status under the
Investment Company Act and, consequently, violation of the Investment Company
Act could subject us to material adverse consequences.





Any
potential acquisition or merger with a foreign company may subject us to
additional risks.





If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





6




There
is currently no trading market for our Common Stock, and liquidity of shares of
our Common Stock is limited.





The
majority of our shares currently outstanding are "restricted securities" within
the meaning of Rule 144 under the Securities Act. As restricted shares, these
shares may be resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemption from
registration under the Securities Act and as required under applicable state
securities laws. Rule 144 currently provides that a non-affiliated person (and
who has not been an affiliate during the prior three months) may sell all of his
restricted securities in a reporting company beginning six months after
purchase, provided the issuer remains current in its reporting obligations
during the next six months. However, an affiliated person may sell his
restricted securities beginning six months after purchase, provided the
following conditions are met: (i) the issuer is current in its reporting
obligations, (ii) all sales are in brokerage transactions, (iii) a Form 144 is
filed, and (iv) during every three months the number of shares sold that
does not exceed 1.0% of a company's outstanding common stock. A sale under Rule
144 or under any other exemption from the Securities Act, if available, or
pursuant to subsequent registrations of our shares, may have a depressive
effect upon the price of our shares in any market that may
develop.





The
availability of the exemption from registration provided by Rule 144 is,
however, limited in the case of the resale of shares initially acquired when the
issuer was a shell company or former shell company. Rule 144(i) provides that
shares initially acquired when the issuer was a shell company or former shell
company may not be resold under Rule 144 until the following conditions are
satisfied: (i) the issuer has ceased to be a shell company, (ii) the issuer
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, (iii) the issuer has filed all reports required under the Exchange Act
(other than Form 8-K reports) during the preceding 12 months, and (iv) one year
has elapsed since the issuer filed Form 10 information reflecting it is no
longer a shell company.





Compliance
with the criteria for securing exemptions under federal securities laws and the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.





There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.





Since
shares of our Common Stock issued prior to a business combination or reverse
merger cannot currently, nor will they for a considerable period of time after
we complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form S-1, or some other
available form, to register for resale such shares of Common
Stock.  We cannot control this future registration process in all
respects as some matters are outside our control.  Even if we are
successful in causing the effectiveness of the resale registration statement,
there can be no assurances that the occurrence of subsequent events may not
preclude our ability to maintain the effectiveness of the registration
statement. Any of the foregoing items could have adverse effects on the
liquidity of our shares of Common Stock.





In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities if the issuer’s securities are listed on
the Over-the-Counter Bulletin Board or on the Pink Sheets.  The SEC
has taken the position that  these smaller issuers may not be able to
rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits
the offer and sale of securities on a continued or delayed basis over a period
of time, but instead would require that the issuer offer and sell such
securities in a  direct or "primary" public offering, at a fixed
price, if the facts and circumstances are such that the SEC believes the
investors seeking to have their shares registered are underwriters and/or
affiliates of the issuer.  It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage depending on the facts and
circumstances.  Staff members also have indicated that an issuer in
most cases will have to wait until the later of six months after effectiveness
of the first registration or such time as substantially all securities
registered in the first registration are sold before filing a subsequent
registration on behalf of the same investors.  Since, following a
reverse merger or business combination, we may have little or no tradable shares
of Common Stock, it is unclear as to how many, if any, shares of Common Stock
the SEC will permit us to register for resale, but SEC staff members have
indicated a willingness to consider a higher percentage in connection with
registrations following reverse mergers with shell companies such as the
Company.  The SEC may require as a condition to the declaration of
effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of common stock to be registered in such registration
statement.   The result of the foregoing is that a stockholder’s
liquidity in Common Stock may be adversely affected in the event the SEC
requires a cut back of the securities as a condition to allow the Company to
rely on Rule 415 with respect to a resale registration statement, or, if the SEC
requires us to file a primary registration statement.





7




We
have never paid dividends on our Common Stock.





We have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future.  We anticipate that any funds
available for payment of dividends will be re-invested into the Company to
further its business strategy.





The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.





We may not
be able to structure an acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.





The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.





Our
Certificate of Incorporation authorizes the issuance of a maximum of
200,000,000 shares of Common Stock and a maximum of 10,000,000 shares of
Preferred Stock, par value $.0001 per share (the “Preferred
Stock”).  Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and the
substantial dilution in the percentage of Common Stock held by our then existing
stockholders.  Moreover, the Common Stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
Common Stock held by our current stockholder.  Our Board of Directors
has the power to issue any or all of such authorized but unissued shares without
stockholder approval.  To the extent that additional shares of Common
Stock or Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholder will occur and the
rights of the holder of Common Stock might be materially and adversely
affected





Our stockholders may engage in a
transaction to cause the Company to repurchase their shares of Common
Stock.





In order
to provide an interest in the Company to a third party, our stockholders may
choose to cause the Company to sell Company securities to third parties, with
the proceeds of such sale being utilized by the Company to repurchase their
shares of Common Stock. As a result of such transaction, our management,
stockholders and Board of Directors may change.





We
have incurred and may continue to incur losses.





Since
inception (July 2, 2007) through December 31, 2008, we have incurred a net loss
of $72,630.  We expect that we will incur losses at least until we
complete a merger or other business combination with an operating business and
perhaps after such a combination as well.  There can be no assurance
that we will complete a merger or other business combination with an operating
business or that we will ever be profitable.





We
face a number of risks associated with potential acquisitions.





We intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions.  Failure to manage and successfully
integrate acquisitions we make could harm our business, our strategy and our
operating results in a material way.




8


There
can be no assurance that the Company will successfully consummate a business
combination.





We can
give no assurances that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms.





Our
business will have no revenue unless and until we merge with or acquire an
operating business.





We are a
development stage company and have had no revenue from operations. We do not
expect to realize any revenue unless and until we successfully merge with or
acquire an operating business.





Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.





Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.”  Securities analysts of major
brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of the common stock, par
value $0.0001 per share (the “Common Stock”).  No assurance can be
given that brokerage firms will want to conduct any secondary offerings on
behalf of our post-merger company in the future.





We
cannot assure you that following a business combination with an operating
business, our Common Stock will be listed on NASDAQ or any other securities
exchange.





Following
a business combination, we may seek the listing of our Common Stock on NASDAQ or
the American Stock Exchange.  However, we cannot assure you that
following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our Common Stock on either of those or any other
stock exchange.  After completing a business combination, until our
Common Stock is listed on the NASDAQ or another stock exchange, we expect that
our Common Stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the “pink sheets,” where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our Common Stock.  In addition,
we would be subject to an SEC rule that, if it failed to meet the criteria set
forth in such rule, imposes various practice requirements on broker-dealers who
sell securities governed by the rule to persons other than established customers
and accredited investors.  Consequently, such rule may deter
broker-dealers from recommending or selling our Common Stock, which may further
affect its liquidity.  This would also make it more difficult for us
to raise additional capital following a business combination.





Our
stockholders may have a minority interest in the Company following a merger or
other business combination with an operating business.





If we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of Common Stock to the
stockholders of such company as consideration for merging with us, our
stockholders would own less than 50% of the Company after the business
combination.  The stockholders of the acquired company would therefore
be able to control the election of our board of directors (the “Board of
Directors”) and control our Company.





Our
Board of Directors has the power to issue shares of Preferred Stock with certain
rights without stockholder approval.





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock with designations, rights and preferences determined from
time to time by its Board of Directors.  Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue shares of
Preferred Stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the Common Stock.  In the event of issuance, the Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company.  Although we have no
present intention to issue any shares of our authorized Preferred Stock, there
can be no assurance that we will not do so in the future.





9




Item 1B. Unresolved Staff Comments





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





Item 2. Properties.





Effective
July 2, 2007, the Company entered into a management agreement with Vero
Management, L.L.C., a Delaware limited liability company (“Vero”), pursuant to
which Vero shall provide office space, located at 190 Lakeview Way, Vero Beach,
Florida, 32963, and other services for a fixed monthly fee of
$1,000.  Kevin R. Keating, the sole officer and director of the
Company, owns and controls Vero.





Item 3. Legal Proceedings.





Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against it.





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





None.


PART II





Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.





Market
Information





Shares of
our Common Stock are not registered under the securities laws of any state or
other jurisdiction, and accordingly there is no public trading market for the
Common Stock.





Common
and Preferred Stock





The
Company is authorized by its Certificate of Incorporation  to issue an
aggregate of 210,000,000 shares of capital stock, of which 200,000,000 are
shares of common stock, par value $0.0001 per share (the "Common Stock") and
10,000,000 are shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”).





Holders





As of
February 28, 2009, there were seventeen holders of record of our Common
Stock.





Offering





On
February 6, 2008, the Company commenced a private placement (the “Offering”) of
shares of the Common Stock on a best efforts basis with expected gross proceeds
of up to $85,000.  The Company offered up to 34 investment units (the
“Units”), each Unit consisting of 50,000 Shares at a per Unit price of
$2,500.00.





On
February 15, 2008, the Company closed on the sale of the 34 Units or 1,700,000
shares of Common Stock for proceeds equal to $85,000.  The Company
sold the Common Stock under the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated
thereunder. In connection with this sale of common stock, the Company agreed,
subject to certain terms and conditions, to file a registration statement under
the Securities Act of 1933, as amended, covering the resale of the
shares.




The
Company used $42,693 of the net proceeds from the offering to repay outstanding
notes payable and management fees due to related parties.  The Company
plans to use the remaining net proceeds from the Offering as working
capital.  As of the date of this report, there are 6,200,000 shares of
Common Stock issued and outstanding.





No
securities have been issued for services. Neither the Company 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.




10





Registration
Rights





On
September 18, 2007, the Company granted demand and piggyback registration rights
to its current stockholders (the “Stockholders”) pursuant to the terms and
conditions of a registration rights agreement (the “Registration Rights
Agreement”).





Pursuant
to the Registration Rights Agreement, commencing on the date that is thirty days
after the date the Company completes a business combination with a private
company in a reverse merger or reverse take-over transaction (a “Reverse
Merger”), the Stockholders shall each have a separate one-time right to request
the Company to register for resale the shares of Common Stock held by such
persons.  The Company is required to cause the registration statement
filed as a result of such requests to be declared effective under the Securities
Act as promptly as possible after filing and must keep the registration
statement continuously effective under the Securities Act until the earlier of
(i) two years after its effective date, (ii) such time as all of the shares of
Common Stock covered by such registration statement have been publicly sold by
the Stockholders, or (iii) such time as all of the shares of Common Stock
covered by such registration statement may be sold by the Stockholders pursuant
to Rule 144(k).





The
registration rights granted to the Stockholders shall terminate on the earliest
date when all shares of Common Stock of the Stockholders either: (i) have been
publicly sold by the Stockholders pursuant to a registration statement, (ii)
have been covered by an effective registration statement which has been
effective for an aggregate period of twelve months (whether or not consecutive),
or (iii) may be sold by the Stockholders pursuant to Rule 144(k), or Rule 144
without regard to the volume limitations for sales as provided under Rule
144.





The
Registration Rights Agreement provides for penalties in the event the Company
does not file a registration statement pursuant to the terms set forth therein
or fails to act in certain other respects prescribed in the Registration Rights
Agreement (an “Event”). On the date of an Event and on each monthly anniversary
of each Event (if the Event has not been cured), the Company is required to pay
to each Stockholder an amount in cash, as partial liquidated damages and not as
a penalty, equal to 1.5% of the value of such unregistered shares of Common
Stock as of the date of the Reverse Merger, as determined by the Board of
Directors of the Company based on the offering price of securities sold by the
Company in a securities offering consummated simultaneously with the Reverse
Merger or, if no such securities offering has occurred, in good faith by the
Board of Directors (the “Value”) for any unregistered shares of Common Stock
then held by such Stockholder. The maximum aggregate liquidated damages payable
to any Stockholder by the Company is capped at 15% of the Value.




Additionally,
if within 12 months after closing of a Reverse Merger, registration statements
covering all of the shares of Common Stock are not effective, the Stockholders
will each have an option to require the Company to repurchase all of the
Stockholder’s shares of Common Stock for an amount equal to the
Value.





Dividends





The
Company has not declared or paid any cash dividends on Common Stock and does not
intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Recent
Sales of Unregistered Securities





On July 2,
2007, the Company sold an aggregate of 125,000 shares of Common Stock to Kevin
R. Keating for an aggregate purchase price equal to $12.50, pursuant to the
terms and conditions contained in that certain common stock purchase agreement
by and between the Company and Kevin R. Keating (the “Keating Sale of
Stock”).  The Company consummated the Keating Sale of Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





On July 2,
2007, the Company sold an aggregate of 4,375,000 shares of Common Stock to
Keating Asia, Inc. (“Keating Asia”) for an aggregate purchase price equal to
$437.50, pursuant to the terms and conditions contained in that certain common
stock purchase agreement by and between the Company and Keating Asia. (the
“Keating Asia Sale of Stock”).  The Company consummated the Keating
Sale of Stock under the exemption from registration provided by Section 4(2) of
the Securities Act.





11




On
February 15, 2008, the Company sold 1,700,000 shares of Common Stock in a
private offering to both accredited and non-accredited investors at $0.05 per
share, for total gross proceeds of $85,000 and also incurring $5,725 in expenses
associated with the offering.  The Company consummated such sale under
the exemption from registration provided by Section 4(2) of the Securities
Act.





In
consideration of the above stock issuances, the Company granted certain demand
and piggyback registration rights to the holders thereof. However, such
registration rights are only exercisable if the Company completes a business
combination with a private company in a reverse merger or reverse take-over
transaction.





Debt
Securities





None.





Warrants





None.





Other
Securities to Be Registered





None.





Item 6. Selected Financial Data





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.





Plan
of Operation





The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.





During the
next twelve months we anticipate incurring costs related to: (i) the filing of
reports under the Exchange Act, and (ii) consummating a business
combination.





We believe
we will be able to meet these costs through use of funds in our treasury,
through deferral of fees by certain service providers and additional amounts, as
necessary, to be loaned to or invested in us by our stockholders, management or
other investors.





The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.





Kevin R.
Keating, our sole officer and director, has had contact and discussions with
representatives of other entities regarding a business combination with
us.  Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





12




Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from July 2, 2007 (inception) to December 31, 2008. It
is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern.  The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.





Year
Ended December 31, 2008





For the
year ended December 31, 2008, the Company had a net loss of $29,615, comprised
of (a) legal, accounting, audit and other professional service fees of $15,713
incurred in relation to the Company’s private placement offering in February of
2008, the filing of the Company’s Annual Report on Form 10-KSB for the year
ended December 31, 2007 in March of 2008, Quarterly Report on Form 10-Q for the
period ended March 31, 2008 in May of 2008, Quarterly Report on Form 10-Q for
the period ended June 30, 2008 in July of 2008, and Quarterly Report on Form
10-Q for the period ended September 30, 2008 in October of 2008 (b) management
fees of $12,000 incurred in relation to a broad range of managerial and
administrative services provided by Vero, (c) interest expense of $245 and (d)
miscellaneous expenses of $1,657.





Period
Ended December 31, 2007





For the
period from July 2, 2007 (Inception) to December 31, 2007, the Company had a net
loss of $43,015, comprised of (a) legal, accounting, audit and other
professional service fees of $34,468 incurred in relation to the filing of the
initial Company’s Registration Statement on Form 10-SB filed in September of
2007 and the Company’s Quarterly Report on Form 10-QSB for the period ended
September 30, 2007 filed in January of 2008, (b) management fees of $6,000
incurred in relation to a broad range of managerial and administrative services
provided by Vero Management, LLC (“Vero”), (c) interest expense on outstanding
notes payable of $1,448, and (d) other miscellaneous operating expenses of
$1,099.





Cumulative
Period from July 2, 2007 (Inception) to December 31, 2008





For the
cumulative period from July 2, 2007 (inception) to December 31, 2008, the
Company had a net loss of $72,630, comprised primarily of legal, accounting,
audit and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10-SB
in September of 2007, the filing of the Company’s Quarterly Reports on Form
10-QSB and Form 10-Q, the filing of the Company’s Annual Reports on Form 10-KSB
and the Company’s private placement offering in February of 2008.





Liquidity
and Capital Resources





As of
December 31, 2008, the Company had assets equal to $17,266, comprised of cash
and cash equivalents and prepaid expenses.  This compares with assets
of $3,318, comprised exclusively of cash and cash equivalents, as of December
31, 2007.  The Company’s current liabilities as of December 31, 2008
totaled $10,171, comprised exclusively of accrued expenses.  This
compares to the Company’s current liabilities as of December 31, 2007 of
$45,883, comprised exclusively of accrued expenses and notes payable and accrued
interest due to related parties.  The Company can provide no assurance
that it can continue to satisfy its cash requirements for at least the next
twelve months.





13




The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the year ended December 31,
2008, for the period from July 2, 2007 (inception) to December 31 ,2007 and for
the cumulative period from July 2, 2007 (inception) to December 31,
2008:





Year
      Ended
                      December
      31, 2008
                    
                    Period
      From
                      July
      2, 2007 (Inception) to
                      December
      31, 2007
                    
                    Cumulative
                      Period
      from
                      July
      2, 2007 (Inception) to
                      December
      31, 2008Net
      cash (used in) operating activities
                    $(30,327)
                    
                    $(32,132)
                    
                    $(62,459)Net
      cash (used in) investing activities
                    $0
                    
                    $0
                    
                    $0Net
      cash provided by financing activities
                    $44,275
                    
                    $35,450
                    
                    $79,725Net
      increase in cash
                    $13,948
                    
                    $3,318
                    
                    $17,266





The
Company has nominal assets and has generated no revenues since 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. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Going
Concern





We
currently have no source of operating revenue, and have only limited working
capital with which to pursue our business plan, which contemplates the
completion of a business combination with an operating company. The amount of
capital required to sustain operations until the successful completion of a
business combination is subject to future events and uncertainties. It may be
necessary for us to secure additional working capital through loans or sales of
common stock, and there can be no assurance that such funding will be available
in the future. These conditions raise substantial doubt about our ability to
continue as a going concern. Our auditor has issued a "going concern"
qualification as part of his opinion in the Audit Report for the year ended
December 31, 2008.





Critical
Accounting Policies





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires estimates
and assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses and related disclosures of contingent assets and
liabilities in the financial statements and accompanying notes. The SEC has
defined a company’s critical accounting policies as the ones that are most
important to the portrayal of the company’s financial condition and results of
operations, and which require the company to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. We believe that our estimates and assumptions are
reasonable under the circumstances; however, actual results may vary from these
estimates and assumptions. We have identified in Note 2 - “Summary of
Significant Accounting Policies” to the Financial Statements contained in Item 8
of this document certain critical accounting policies that affect the more
significant judgments and estimates used in the preparation of the financial
statements.





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.





Contractual
Obligations





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.




14




Item 8.  Financial Statements and Supplementary
Data.





Wentworth
VIII, Inc.


(A
Development Stage Company)


Index
to Financial Statements


Page(s)Report of Independent Registered Public Accounting
      Firm
                                16Balance Sheets as of December 31, 2008 and December 31,
      2007
                                17Statements of Operations for the Year Ended December 31,
      2008, for the Period from
                                  July 2, 2007 (Inception) through December 31, 2007, and
      for the Cumulative Period from
                                  July 2, 2007 (Inception) to December 31,
      2008
                                18Statements of Changes in Stockholders’ Equity (Deficit)
      for the Year Ended December 31, 2008,
                                  for the Period from July 2, 2007 (Inception) through
      December 31, 2007, and for the Cumulative Period
                                  from July 2, 2007 (Inception) to December 31,
      2008
                                19Statements of Cash Flows for the Year Ended December 31,
      2008, for the Period from
                                  July 2, 2007 (Inception) through December 31, 2007, and
      for the Cumulative Period from
                                  July 2, 2007 (Inception) to December 31,
      2008
                                20Notes to Financial Statements
                                21









15






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM











To the
Board of Directors


Wentworth
VIII, Inc.





We have
audited the accompanying balance sheets of Wentworth VIII, Inc., Inc. (the
“Company”) (a development stage company) as of December 31, 2008 and 2007, and
the related statement of operations, stockholders’ equity (deficit), and cash
flows for the year ended December 31, 2008, for the period from inception (July
2, 2007) to December 31, 2007, and for the period from inception (July 2, 2007)
to December 31, 2008.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of The Public Company
Accounting Oversight Board (U.S.).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wentworth VIII, Inc., Inc. as of
December 31, 2008,  and 2007, and the result of its operations and
cash flows for the year ended December 31, 2008, for the period from inception
(July 2, 2007) to December 31, 2007, and for the period from inception (July 2,
2007) to December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred operating losses since its
inception and has a deficit in accumulated earnings.  These conditions
raise substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Denver,
Colorado


February
17, 2009







/s/
Comiskey & Company






PROFESSIONAL
CORPORATION
















16




Wentworth VIII, Inc.
 (A
Development Stage Company)
 Balance
Sheets


December
      31,
                              
                              
                              December
      31,2008
                              
                              
                              2007AssetsCurrents
      assetsCash
      and cash equivalents
                              
                              $
                              17,266
                              
                              
                              $
                              3,318Total
      current assets
                              
                              
                              17,266
                              
                              
                              
                              3,318Total
      assets
                              
                              $
                              17,266
                              
                              
                              $
                              3,318Liabilities
      and Stockholders' Equity (Deficit)Current
      liabilitiesAccrued
      expenses
                              
                              $
                              10,171
                              
                              
                              $
                              9,435Note
      payable and accrued interest due to related party
                              
                              
                              -
                              
                              
                              
                              36,448Total
      current liabilities
                              
                              
                              10,171
                              
                              
                              
                              45,883Stockholders'
      Equity (Deficit)Preferred
      stock, $0.0001 par value; 10,000,000 shares authorized;no
      shares issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $0.0001 par value; 200,000,000 shares authorized;6,200,000
      and 4,500,000 shares issued and outstanding, respectively
                              
                              
                              620
                              
                              
                              
                              450Additional
      paid in capital
                              
                              
                              79,105
                              
                              
                              
                              -(Deficit)
      accumulated during the development stage
                              
                              
                              (72,630
                              )
                              
                              
                              (43,015
                              )Total
      stockholders' equity (deficit)
                              
                              
                              7,095
                              
                              
                              
                              (42,565
                              )Total
      liabilities and stockholders' equity (deficit)
                              
                              $
                              17,266
                              
                              
                              $
                              3,318


17





Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statements
of Operations
 
  Period
                                
                                
                                Cumulative
      PeriodFrom
      July 2, 2007
                                
                                
                                From
      July 2, 2007Year
      Ended
                                
                                
                                (Inception)
      to
                                
                                
                                (Inception)
      toDecember
      31, 2008
                                
                                
                                December
      31, 2007
                                
                                
                                December
      31, 2008Revenue
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Operating
      expensesGeneral
      and administrative
                                
                                
                                29,370
                                
                                
                                
                                41,567
                                
                                
                                
                                70,937Total
      operating expenses
                                
                                
                                29,370
                                
                                
                                
                                41,567
                                
                                
                                
                                70,937Loss
      from operations
                                
                                
                                (29,370
                                )
                                
                                
                                (41,567
                                )
                                
                                
                                (70,937
                                )Other
      income (expense)Interest
      expense
                                
                                
                                (245
                                )
                                
                                
                                (1,448
                                )
                                
                                
                                (1,693
                                )Net
      loss
                                
                                $
                                (29,615
                                )
                                
                                $
                                (43,015
                                )
                                
                                $
                                (72,630
                                )Net
      loss per share - basic and diluted
                                
                                NIL*
                                
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.01
                                )Weighted
      average number of shares of outstanding - basic and
diluted
                                
                                
                                5,990,984
                                
                                
                                
                                4,500,000
                                
                                
                                
                                5,493,989*Less
      than $0.01 per share


18







Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statements
of Changes in Stockholders’ Equity
 DeficitAccumulatedAdditional
                            
                            
                            during
      the
                            
                            
                            TotalCommon
      Stock
                            
                            
                            Paid-In
                            
                            
                            Development
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            Equity
      (Deficit)Balances
      at July 2, 2007 (Inception)
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Issuance
      of common stock on July 2, 2007 at par
                              value
      ($0.0001 per share)
                            
                            
                            4,500,000
                            
                            
                            
                            450
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            450Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (43,015
                            )
                            
                            
                            (43,015
                            )Balances
      at December 31, 2007
                            
                            
                            4,500,000
                            
                            
                            
                            450
                            
                            
                            
                            -
                            
                            
                            
                            (43,015
                            )
                            
                            
                            (42,565
                            )Issuance
      of common stock on February 15, 2008
                              at
      $0.05 per share, net of issuance costs of $5,725
                            
                            
                            1,700,000
                            
                            
                            
                            170
                            
                            
                            
                            79,105
                            
                            
                            
                            -
                            
                            
                            
                            79,275Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (29,615
                            )
                            
                            
                            (29,615
                            )Balances
      at December 31, 2008
                            
                            
                            6,200,000
                            
                            
                            $
                            620
                            
                            
                            $
                            79,105
                            
                            
                            $
                            (72,630
                            )
                            
                            $
                            7,095
   19






Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
 
  Period
                                  
                                  
                                  Cumulative
      PeriodFrom
      July 2, 2007
                                  
                                  
                                  From
      July 2, 2007Year
      Ended
                                  
                                  
                                  (Inception)
      to
                                  
                                  
                                  (Inception)
      toDecember
      31, 2008
                                  
                                  
                                  December
      31, 2007
                                  
                                  
                                  December
      31, 2008Cash
      Flows From Operating ActivitiesNet loss
                                  
                                  $
                                  (29,615
                                  )
                                  
                                  $
                                  (43,015
                                  )
                                  
                                  $
                                  (72,630
                                  )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Accounts
      payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Accrued
      expenses
                                  
                                  
                                  736
                                  
                                  
                                  
                                  9,435
                                  
                                  
                                  
                                  10,171Accrued
      interest due to related party
                                  
                                  
                                  (1,448
                                  )
                                  
                                  
                                  1,448
                                  
                                  
                                  
                                  -Net
      cash used in operating activities
                                  
                                  
                                  (30,327
                                  )
                                  
                                  
                                  (32,132
                                  )
                                  
                                  
                                  (62,459
                                  )Cash
      Flows From Financing ActivitiesProceeds
      from note payable to related party
                                  
                                  
                                  -
                                  
                                  
                                  
                                  35,000
                                  
                                  
                                  
                                  35,000Repayment
      of note payable to related party
                                  
                                  
                                  (35,000
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (35,000
                                  )Proceeds
      from sale of common stock, net of issuance costs
                                  
                                  
                                  79,275
                                  
                                  
                                  
                                  450
                                  
                                  
                                  
                                  79,725Net
      cash provided by financing activities
                                  
                                  
                                  44,275
                                  
                                  
                                  
                                  35,450
                                  
                                  
                                  
                                  79,725Net
      increase in cash
                                  
                                  
                                  13,948
                                  
                                  
                                  
                                  3,318
                                  
                                  
                                  
                                  17,266Cash
      and cash equivalents, beginning of period
                                  
                                  
                                  3,318
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Cash
      and cash equivalents, end of period
                                  
                                  $
                                  17,266
                                  
                                  
                                  $
                                  3,318
                                  
                                  
                                  $
                                  17,266Supplemental
      Disclosure of Cash Flow InformationCash
      paid for interest
                                  
                                  $
                                  1,693
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,693
   20
 Wentworth VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements





1.
            Organization
      and Basis of Presentation




Wentworth
VIII, Inc. (the “Company”) was incorporated under the laws of the State of
Delaware on July 2, 2007.   The Company is a new enterprise in
the development stage as defined by Statement of Financial Accounting Standards
No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No.
7”).  The Company was organized as a vehicle to investigate and, if
such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company’s
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.





Going
      Concern


Since its
inception, the Company has generated no revenues and has incurred a net loss of
$72,630. Since inception, the Company has been dependent upon the receipt of
capital investment or other financing to fund its continuing activities. The
Company has not identified any business combination and therefore, cannot
ascertain with any degree of certainty the capital requirements for any
particular transaction. In addition, the Company is dependent upon certain
related parties to provide continued funding and capital resources. These
factors indicate substantial doubt that the Company will be able to continue as
a going concern. The accompanying financial statements have been presented on
the basis of the continuation of the Company as a going concern and do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.





2.
            Summary
      of Significant Accounting Policies




Use
      of Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as well as the
reported amounts of revenues and expenses.  Actual results could
differ from these estimates.





Income
      Taxes


The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
which requires the recognition of deferred tax liabilities and assets at
currently enacted tax rates for the expected future tax consequences of events
that have been included in the financial statements or tax returns. A valuation
allowance is recognized to reduce the net deferred tax asset to an amount that
is more likely than not to be realized.





In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes –
an Interpretation of FASB Statement No. 109” (“FIN 48”).  FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
entity’s financial statements in accordance with SFAS No. 109.  FIN 48
prescribed that a company should use a more likely-than-not recognition
threshold based on the technical merits of the tax position
taken.  Tax positions that meet the more likely-than-not threshold
should be measured in order to determine the tax benefit to be recognized in the
financial statements.  FIN 48 was effective for the fiscal year
beginning January 1, 2007.  The Company has reviewed FIN 48 and
believes it has no uncertainties with regard to its tax
positions.  Should uncertainties arise, the Company shall adopt a tax
position that is more likely-than-not that the tax position will be sustained
upon examination.





Cash
      and Cash Equivalents


Cash and
cash equivalents, if any, include all highly liquid instruments with an original
maturity of three months or less at the date of purchase.





Fair
      Value of Financial Instruments


The
Company's financial instruments include cash equivalents, prepaid expenses and
accrued expenses.  The carrying amounts of financial instruments
approximate fair value due to their short maturities.




21




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements





Net
      Loss Per Share


Basic loss
per share (EPS) is calculated by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock.  The Company currently has no dilutive
securities and as such, basic and diluted loss per share are the same for all
periods presented.





Comprehensive
      Loss


Comprehensive
loss is defined as all changes in stockholders’ equity, exclusive of
transactions with owners, such as capital investments. Comprehensive loss
includes net loss, changes in certain assets and liabilities that are reported
directly in equity such as translation adjustments on investments in foreign
subsidiaries and unrealized gains (losses) on available-for-sale securities. For
the Period From July 2, 2007 (Inception) to December 31, 2008, the Company’s
comprehensive loss was the same as its net loss.





Recently
      Issued Accounting Pronouncements


In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of SFAS No. 133.”
This Statement amends and expands the disclosure requirements by requiring
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of, and gains and losses on,
derivative instruments, and disclosures about credit risk-related contingent
features in derivative agreements. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008.





In April
2008, the FASB approved FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets.” FSP FAS 142-3 amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets.” FSP FAS 142-3 is effective for the Company’s fiscal year
beginning January 1, 2009, with early adoption prohibited.







In May
2008, the FASB approved FSP APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).” FSP APB 14-1 clarifies that convertible debt instruments that may
be settled in cash upon conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No. 14, “Accounting for
Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally,
FSP APB 14-1 specifies that issuers of such instruments should separately
account for the liability and equity components in a manner that will reflect
the entity’s nonconvertible debt borrowing rate when interest cost is recognized
in subsequent periods. FSP APB 14-1 is effective for the Company’s fiscal year
beginning January 1, 2009.







In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities.” FSP EITF
03-6-1 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting and, therefore, need to be
included in computing earnings per share under the two-class method described in
SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 requires companies to
treat unvested share-based payment awards that have non-forfeitable rights to
dividend or dividend equivalents as a separate class of securities in
calculating earnings per share. FSP EITF 03-6-1 will be effective for the
Company’s fiscal year beginning January 1, 2009, with early adoption
prohibited.





The
adoption of these new Statements, when effective, is not expected to have a
material effect on the Company’s financial position, results of operations, or
cash flows.





3.
            Note
      Payable – Related Party




In July of
2007, the Company borrowed $35,000 from Keating Investments, LLC (“Keating
Investments”), a related party to the Company’s sole officer and director, under
an unsecured promissory note bearing interest at 8.25% per annum, with principal
and interest due and payable upon demand. Kevin R. Keating, the Company’s sole
officer and director, is the father of the managing member of Keating
Investments.




22




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




In
February of 2008, the Company repaid all outstanding notes payable due and
accrued interest to related parties using a portion of the proceeds raised from
the issuance of common stock in a private offering to accredited and
non-accredited investors in February 2008 (see Note 4).








For the
year ended December 31, 2008 and for the period from July 2, 2007 (Inception)
through December 31, 2007, the Company recognized $245 and $1,448, respectively,
of interest expense in relation to this outstanding related party note
payable.  For the cumulative period from July 2, 2007 (Inception)
through December 31, 2008, the Company recognized $1,693 of interest expense in
relation to this outstanding related party note payable.





4.
            Stockholders’
      Equity




Pursuant
to its certificate of incorporation, the Company is authorized to issue up to
200,000,000 shares of common stock and 10,000,000 shares of preferred stock,
each with a par value of $0.0001 per share.  At December 31, 2008,
there were 6,200,000 shares of common stock issued and outstanding and no shares
of preferred stock issued or outstanding.





In July of
2007, the Company issued 125,000 shares of common stock to Kevin R. Keating for
cash consideration of $0.0001 per share (par value), resulting in cash proceeds
to the Company of $12.50.





In July of
2007, the Company issued 4,375,000 shares of common stock to Keating Asia, Inc.,
a British Virgin Islands Corporation, for cash consideration of $0.0001 per
share (par value), resulting in cash proceeds to the Company of
$437.50.





On
February 15, 2008, the Company sold 1,700,000 shares of common stock in a
private offering to both accredited and non-accredited investors at $0.05 per
share, for total gross proceeds of $85,000 and also incurring $5,725 in expenses
associated with the offering.





Each of
the above issuances of common stock were issued under an exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
by Regulation D promulgated thereunder.  As a result, such shares are
restricted shares where each holder thereof may not sell, transfer, or otherwise
dispose of such shares without registration under the Securities Act or an
exemption therefrom.





The
Company has also granted demand and piggyback registration rights to the holders
of its issued and outstanding common stock. However, such registration rights
are only exercisable if the Company completes a business combination with a
private company in a reverse merger or reverse take-over
transaction.





Registration
      Rights


In
September 2007, the Company granted demand and piggyback registration rights to
its current stockholders (the “Stockholders”) pursuant to the terms and
conditions of a registration rights agreement (the “Registration Rights
Agreement”).





Pursuant
to the Registration Rights Agreement, commencing on the date that is thirty days
after the date the Company completes a business combination with a private
company in a reverse merger or reverse take-over transaction (a “Reverse
Merger”), the Stockholders shall each have a separate one-time right to request
the Company to register for resale the shares of common stock, (the “Common
Stock”) held by such persons. The Company is required to cause the registration
statement filed as a result of such requests to be declared effective under the
Securities Act of 1933, as amended (the “Securities Act”) as promptly as
possible after filing and must keep the registration statement continuously
effective under the Securities Act until the earlier of (i) two years after its
effective date, (ii) such time as all of the shares of Common Stock covered by
such registration statement have been publicly sold by the Stockholders, or
(iii) such time as all of the shares of Common Stock covered by such
registration statement may be sold by the Stockholders pursuant to Rule
144(k).





23




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements






The
registration rights granted to the Stockholders shall terminate on the earliest
date when all shares of Common Stock of the Stockholders either: (i) have been
publicly sold by the Stockholders pursuant to a registration statement, (ii)
have been covered by an effective registration statement which has been
effective for an aggregate period of twelve months (whether or not consecutive),
or (iii) may be sold by the Stockholders pursuant to Rule 144(k), or Rule 144
without regard to the volume limitations for sales as provided under Rule
144.







The
Registration Rights Agreement provides for penalties in the event the Company
does not file a registration statement pursuant to the terms set forth therein
or fails to act in certain other respects prescribed in the Registration Rights
Agreement (an “Event”). On the date of an Event and on each monthly anniversary
of each Event (if the Event has not been cured), the Company is required to pay
to each Stockholder an amount in cash, as partial liquidated damages and not as
a penalty, equal to 1.5% of the value of such unregistered shares of Common
Stock as of the date of the Reverse Merger, as determined by the Board of
Directors of the Company based on the offering price of securities sold by the
Company in a securities offering consummated simultaneously with the Reverse
Merger or, if no such securities offering has occurred, in good faith by the
Board of Directors (the “Value”) for any unregistered shares of Common Stock
then held by such Stockholder. The maximum aggregate liquidated damages payable
to any Stockholder by the Company is capped at 15% of the Value.







Additionally,
if within 12 months after closing of a Reverse Merger, registration statements
covering all of the shares of Common Stock are not effective, the Stockholders
will each have an option to require the Company to repurchase all of the
Stockholder’s shares of Common Stock for an amount equal to the
Value.


The
Company is accounting for the registration rights and related penalty provisions
in accordance with FASB Staff Position No. EITF 00-19-2, Accounting for
Registration Payment Arrangements (“FSP EITF 00-19-2”). Accordingly, as the
registration rights are only exercisable if the Company completes a business
combination with a private company in a reverse merger or reverse take-over
transaction, any potential penalties associated with such registration rights
(that would require the Company to make future payments or otherwise transfer
consideration to the Stockholders) are not currently probable or estimable and
therefore no amounts have been recognized for such contingent obligations in the
accompanying balance sheets or statements of operations.





5.
            Other
      Related Party Transactions




On July 2,
2007, the Company and Vero Management, LLC (“Vero”) entered into an agreement
whereby Vero provided to the Company a broad range of managerial and
administrative services for a fixed fee of $1,000 per month, for an initial
period of twelve months.  At Following the initial twelve month term,
the agreement continued to remain in effect, and will continue to remain in
effect. until terminated in writing by either party.  Kevin R. Keating
is also the manager of Vero.





For the
year ended December 31, 2008, the period from July 2, 2007 (Inception) December
31, 2007, and the cumulative period from July 2, 2007 (Inception) December 31,
2008, the Company recorded $12,000, $6,000, and $18,000, respectively, of
managerial and administrative expenses associated with this agreement which are
included as a component of general and administrative expenses in the
accompanying statement of operations.




24




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements


6.
            Income
      Taxes




The tax
effects of temporary differences that give rise to significant portions of the
Company’s net deferred tax assets at December 31, 2008 and December 31, 2007 are
as follows:


December
      31,
                        
                        
                        December
      31,2008
                        
                        
                        2007AssetsGross
      deferred tax asset
                        
                        $
                        10,895
                        
                        
                        $
                        4,442Valuation
      allowance
                        
                        
                        (10,895
                        )
                        
                        
                        (4,442
                        )Net
      deferred tax asset
                        
                        $
                        -
                        
                        
                        $
                        -


A full
valuation allowance has been recorded against the Company’s deferred tax asset
because, based on the weight of available evidence, it is more likely than not
that such benefits will not be realized.




The
benefit from income taxes differs from the amount computed by applying the U.S.
federal income tax rate of 15% to loss before income taxes for the year ended
December 31, 2008 and for the period from July 2, 2007 (Inception) to December
31, 2008 as follows:




PeriodFrom
      July 2, 2007Year
      Ended
                      
                      
                      (Inception)
      toDecember
      31, 2008
                      
                      
                      December
      31, 2007U.S.
      federal income tax benefit at statutory rate
                      
                      $
                      (10,895
                      )
                      
                      $
                      (4,442
                      )Change
      in valuation allowance
                      
                      
                      10,895
                      
                      
                      
                      4,442Benefit
      from income taxes
                      
                      $
                      -
                      
                      
                      $
                      -








25




Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.





None.





Item 9A. 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
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the SEC’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.





Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company’s internal control
over financial reporting is designed 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.





Our
internal control over financial reporting includes those policies and procedures
that:





·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





As of
December 31, 2008, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our 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 our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.





Management’s Report on Internal
Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f)
of the Exchange Act. Under the supervision and with the participation of our
principal executive officer and principal financial officer, we conducted 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. Based on our
evaluation under the framework in Internal Control—Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.




This
annual report 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 annual
report.







Change
in Internal Control over Financial Reporting





There were
no changes in the Company’s internal control over financial reporting that
occurred during the quarter ended December 31, 2008 that have materially
affected, or that are reasonably likely to materially affect, the Company’s
internal control over financial reporting.





Item 9B. Other Information.





None.





26








PART III





Item 10. Directors, Executive Officers and Corporate
Governance.





Identification
of Directors and Executive Officers





The
following table sets forth certain information regarding the Company’s directors
and executive officers:





Name
                    Age
                    Position
                    TermKevin
      R. Keating
                    68
                    President,
      Secretary and Director
                    July
      2, 2007 thru
Present




The
Company’s officers are elected by the Board of Directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the Board of Directors.  The Company’s directors serve
until the next annual meeting of stockholders or until their successors are
elected and qualified.




Kevin R.
Keating has served as a director of the Company since its inception. Mr.
Keating was appointed President, Secretary, and Director  on July 2,
2007. Mr. Keating is the Managing Member of Vero Management,
LLC, which provides managerial, administrative, and financial consulting
services for micro-cap public companies.




For more
than 40 years he had been engaged in various aspects of the
investment business.  Mr. Keating began his Wall Street career with
the First Boston Corporation in New York in 1965. From 1967
through 1974, he was employed by
several institutional research boutiques where he functioned as Vice
President Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the
President and Chief Executive Officer of Douglas Stewart, Inc., a New York
Stock Exchange member firm. From 1982 through 2006, he was associated with a
variety of securities firms as a registered representative servicing the
investment needs of high net worth individual investors.




Mr.
Keating is the sole officer and director of Wentworth IV, Inc., Wentworth V,
Inc., Wentworth VI, Inc. and Wentworth VII, Inc., all of which are
publicly-reporting, non-trading, blank check, shell companies.





Mr.
Keating serves as the sole officer and a director of Forex365, Inc. and Catalyst
Lighting Group, Inc., each of which are public shell companies which trade on
the Over-the-Counter Bulletin Board under the symbols “FRXT” and “CYSU”,
respectively.





Significant
Employees





As of the
date hereof, the Company has no significant employees.





Family
Relationships





We
currently contemplate that at least one of the finders of business combinations
for the Company will be Keating Investments, a Delaware limited liability
company and an SEC Registered Investment Advisor. Timothy J. Keating, who is the
son of Kevin R. Keating, our President, is the Managing Member of, and holds
approximately a 61% interest in, Keating Investments.





Involvement
in Certain Legal Proceedings





There have
been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Company during the past five years.





Audit
Committee and Audit Committee Financial Expert





The
Company is not a "listed company" under SEC rules and is therefore not required
to have an audit committee comprised of independent directors. The Company does
not currently have an audit committee, however, for certain purposes of the
rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act
of 2002, the Company's board of directors is deemed to be its audit committee
and as such functions as an audit committee and performs some of the same
functions as an audit committee including: (1) selection and oversight of the
Company’s independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; and (3) engaging outside advisors. The Company's board of
directors has determined that its members do not include a person who is an
"audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The board of directors has determined that each of its
members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that each of its
members have the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee would have.




27


Board
Meetings; Nominating and Compensation Committees





The Board
of Directors took a number of actions by written consent of all of the directors
during the fiscal year ended December 31, 2008. Such actions by the written
consent of all directors are, according to Delaware corporate law and the
Company’s by-laws, as valid and effective as if they had been passed at a
meeting of the directors duly called and held. The Company's directors and
officers do not receive remuneration from the Company unless approved by the
Board of Directors or pursuant to an employment contract. No compensation has
been paid to the Company's directors for attendance at any meetings during the
last fiscal year.





The
Company does not have standing nominating or compensation committees, or
committees performing similar functions. The Company’s board of directors
believes that it is not necessary to have a compensation committee at this time
because the functions of such committee are adequately performed by the board of
directors. The board of directors also is of the view that it is appropriate for
the Company not to have a standing nominating committee because the board of
directors has performed and will perform adequately the functions of a
nominating committee. The Company is not a "listed company" under SEC rules and
is therefore not required to have a compensation committee or a nominating
committee.





Code
of Ethics





On
December 31, 2007, Company adopted a formal code of ethics statement for senior
officers and directors (the “Code of Ethics”) that is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others.   Requests for copies of the Code of Ethics
should be sent in writing to Wentworth VIII, Inc., Attention: Kevin R. Keatin,
190 Lakeview Way, Vero Beach, Florida 32963.





Conflicts
of Interest





Certain
conflicts of interest exist and may continue to exist between the Company and
its officers and directors due to the fact that each has other business
interests to which they devote their primary attention. Each officer and
director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.





Certain
conflicts of interest may exist between the Company and its management, and
conflicts may develop in the future. The Company has not established policies or
procedures for the resolution of current or potential conflicts of interest
between the Company, its officers and directors or affiliated entities. There
can be no assurance that management will resolve all conflicts of interest in
favor of the Company, and conflicts of interest may arise that can be resolved
only through the exercise by management their best judgment as may be consistent
with their fiduciary duties. Management will try to resolve conflicts to the
best advantage of all concerned.





Shareholder
Communications





There has
not been any defined policy or procedure requirements for stockholders to submit
recommendations or nomination for directors. The board of directors does not
believe that a defined policy with regard to the consideration of candidates
recommended by stockholders is necessary at this time because it believes that,
given the limited scope of the Company’s operations, a specific nominating
policy would be premature and of little assistance until the Company’s business
operations are at a more advanced level. There are no specific, minimum
qualifications that the board of directors believes must be met by a candidate
recommended by the board of directors. Currently, the entire board of directors
decides on nominees, on the recommendation of any member of the board of
directors followed by the board’s review of the candidates’ resumes and
interview of candidates. Based on the information gathered, the board of
directors then makes a decision on whether to recommend the candidates as
nominees for director. The Company does not pay any fee to any third party or
parties to identify or evaluate or assist in identifying or evaluating potential
nominee.




28





The
Company does not have any restrictions on shareholder nominations under its
certificate of incorporation or by-laws. The only restrictions are those
applicable generally under Delaware corporate law and the federal proxy rules,
to the extent such rules are or become applicable. The board of directors will
consider suggestions from individual shareholders, subject to evaluation of the
person's merits. Stockholders may communicate nominee suggestions directly to
the board of directors, accompanied by biographical details and a statement of
support for the nominees. The suggested nominee must also provide a statement of
consent to being considered for nomination. There are no formal criteria for
nominees.





Because
the management and directors of the Company are the same persons, the Board of
Directors has determined not to adopt a formal methodology for communications
from shareholders on the belief that any communication would be brought to the
board of directors’ attention by virtue of the co-extensive capacities served by
Kevin R. Keating.





Indemnification





Under
Delaware corporate law and pursuant to our certificate of incorporation and
bylaws, the Company may indemnify its officers and directors for various
expenses and damages resulting from their acting in these capacities. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to the Company’s officers or directors pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the SEC, this
indemnification is against public policy as expressed in the Securities Act, and
is therefore unenforceable.





Item 11. Executive Compensation.





Compensation
Discussion and Analysis





The
Company currently is a shell company with nominal assets, no employees and no
active business operations. The Company’s business plans are to identify an
operating company with which to merge or to complete a business combination in a
reverse merger transaction. As such, the Company currently has no formal
compensation program for its executive officers, directors or
employees.




The
Company is not a "listed company" under SEC rules and is therefore not required
to have a compensation committee. Accordingly, the Company has no compensation
committee.




Except as
set forth in the summary compensation table below, during the fiscal years ended
December 31, 2007 and 2008, the Company has not provided any salary, bonus,
annual or long-term equity or non-equity based incentive programs, health
benefits, life insurance, tax-qualified savings plans, special employee benefits
or perquisites, supplemental life insurance benefits, pension or other
retirement benefits or any type of nonqualified deferred compensation programs
for its executive officers or employees.




It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain Mr.
Keating for the purposes of providing services to the surviving entity. However,
the Company has adopted a policy whereby the offer of any post-transaction
employment or services to members of management will not be a consideration in
our decision whether to undertake any proposed transaction.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs are currently in place for the benefit of the Company’s
employees.




There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





Summary
Compensation Table





The
following table sets forth the cash compensation paid by the Company to the
President of the Company for services rendered during the fiscal years ended
December 31, 2008 and 2007.





Name and Position
                      Year
                      Total CompensationKevin
      R. Keating, President, Secretary and Director
                      2007
                      NoneKevin
      R. Keating, President, Secretary and Director
                      2008
                      None




29




Director
Compensation





We do not
currently pay any cash fees to our officers and directors, nor do we pay their
expenses in attending board meetings.





Employment
Agreements




The
Company is not party to any employment agreements.





Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.





The
following table sets forth certain information regarding the Company’s common
stock beneficially owned on February 28, 2009, for (i) each shareholder the
Company knows to be the beneficial owner of 5% or more of its outstanding common
stock, (ii) each of the Company’s executive officers and directors, and (iii)
all executive officers and directors as a group. In general, a person is deemed
to be a "beneficial owner" of a security if that person has or shares the power
to vote or direct the voting of such security, or the power to dispose or to
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. To the best of the Company’s knowledge, all
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted. At December February 28, 2009, 6,200,000 shares of
the Company’s common stock were outstanding.





Name and Address
                                    Amount
      and Nature of
                                      Beneficial Ownership
                                    Percentage
                                      of ClassKevin
      R. Keating (1)
                                      190
      Lakeview Way
                                      Vero
      Beach, Florida, 32963
                                    125,000
                                    2.02%Brian
      Cooke
                                      171 West
      57th Street, Suite 2C
                                      New
      York, New York, 10019
                                    2,066,667
                                    33.33%Timothy
      J. Keating (2)
                                      c/o
      Keating Investments, LLC
                                      5251
      DTC Parkway, Suite 1000
                                      Greenwood
      Village, Colorado, 80111
                                    3,108,333
      (3)
                                    50.13%Keating
      Investments, LLC
                                      5251
      DTC Parkway, Suite 1000
                                      Greenwood
      Village, Colorado, 80111
                                    2,708,333
                                    43.68%All
      Directors and Officers as a Group
                                      (1
      individual)
                                    125,000
                                    2.02%


________


(1)
            Kevin
      R. Keating is the President, Secretary and sole director of the
      Company.


(2)
            Timothy
      J. Keating is the son of Kevin R. Keating and is the Managing Member of,
      and holds approximately a 61% interest in, Keating
      Investments.


(3)
            Keating
      Investments is the record owner of 2,708,333 shares of Common Stock. As of
      the date hereof, Timothy J. Keating owns a 61% equity interest in Keating
      Investments, serves as President and Managing Member of Keating
      Investments and has voting and investment control over the shares of
      Common Stock owned by Keating Investments. Thus, Timothy J. Keating may be
      deemed a beneficial owner of the 2,708,333 shares of Common Stock. Timothy
      J. Keating also beneficially owns 400,000 shares of Common Stock, which
      were purchased on February 15, 2008. Therefore, Timothy J. Keating
      beneficially owns an aggregate of 3,108,333 shares of Common Stock,
      representing 50.13% of the outstanding shares of Common
    Stock.





Item 13. Certain Relationships and Related Transactions, and
Director Independence.





Certain
Relationships and Related Transactions





On July 2,
2007, the Company and Vero Management, LLC (“Vero”) entered into an agreement
whereby Vero will provide to the Company a broad range of managerial and
administrative services for a fixed fee of $1,000 per month, for an initial
period of twelve months (the “Agreement”).  At the end of the initial
twelve month term, the agreement will continue to remain in effect until
terminated in writing by either party.  Kevin R. Keating is also the
manager of Vero.




30





On July 2,
2007, the Company issued one promissory note (the “Note”), bearing eight and one
quarter percent (8.25%) interest annually, in the principal amount of $35,000 to
Keating Investments, an affiliate of Kevin R. Keating, our sole officer and
director.  Interest accrues on the outstanding principal balance of
the Note on the basis of a 360-day year daily from the date the Company received
the funds.  The Note and all accrued interest mature on such date that
Keating Investments, by delivery of written notice to the Company, demands
payment of all obligations thereunder.  In February of 2008, the
Company repaid all outstanding notes payable due and accrued interest to related
parties using a portion of the proceeds raised from the issuance of common stock
in a private offering to accredited and non-accredited investors.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.





Director
Independence





The
Company is not a "listed company" under SEC rules and is therefore not required
to have independent directors.





Item 14.   Principal Accountant Fees and
Services





Comiskey
& Company, P.C. (“Comiskey & Company”) is the Company's independent
registered public accounting firm.





Audit
Fees





The
aggregate fees paid by us to Comiskey & Company for professional
services rendered for the audit of our annual financial statements and review of
financial statements included in our quarterly reports on Form 10-Q or services
that are normally provided in connection with statutory and regulatory filings
were $3,000 and $6,000 for the fiscal years ended December 31, 2008 and December
31, 2007, respectively.





Audit-Related
Fees





There were
no fees billed by Comiskey & Company for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company’s financial statements for the fiscal years ended December 31, 2008 and
December 31, 2007.





Tax
Fees





The
aggregate fees paid by us to Comiskey & Company for professional
services for tax compliance, tax advice, and tax planning were $1,000 and $1,000
for the fiscal years ended December 31, 2008 and December 31, 2007,
respectively.





All
Other Fees





There were
no feesbilled by
Comiskey & Company for other products and services for the fiscal years
ended December 31, 2008 and December 31, 2007.





Audit
Committee’s Pre-Approval Process





The Board
of Directors acts as the audit committee of the Company, and accordingly, all
services are approved by all the members of the Board of Directors.





31





PART IV







Item 15.
      Exhibits, Financial Statement Schedules.Financial
      StatementsThe
      Company’s financial statements are included in Item 8 of this Annual
      ReportFinancial Statement
      SchedulesAll
      schedules are omitted because they are either not applicable or have been
      provided in Item 8 of this Annual Report.ExhibitExhibit
                                      Description3.1
                                      Certificate
      of Incorporation. (1)3.2
                                      By-laws.
      (1)10.1
                                      Agreement
      by and among the Company and Vero Management, LLC, dated July 2,
      2007. (1)10.2
                                      Registration
      Rights Agreement by and among the Company, Keating Asia, Inc. and
      Kevin R. Keating, dated September 18, 2007. (1)14.1
                                      Corporate
      Code of Ethics and Conduct, adopted December 31,
      2007.  (2)31.1
                                      Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-KSB for the year
      ended December 31, 2008. (3)32.1
                                      Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer        pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes
      Oxley Act of 2002.
(3)
  (1)
                    Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on September 20, 2007,
      and incorporated herein by this reference.(2)
                    Filed
      as an exhibit to the Company's Annual Report on Form 10-KSB, as filed with
      the Securities and Exchange Commission on March 31, 2008, and incorporated
      herein by this reference.(3)
                    Filed
      herewith.




32




SIGNATURES





In
accordance with Section 13 or 15(d) 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.








WENTWORTH
      VIII, INC.Dated:
      March 4, 2009
                        By:
      /s/ Kevin R.
      KeatingKevin
      R. KeatingChief
      Executive
Officer








In
accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the following capacities and on March 4, 2009.




Signatures
                    Title/s/ Kevin R. Keating
                    Chief
      Executive Officer, President, and Sole
Director












33