**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 0-52819*







**Wentworth
      VIII, Inc.**





(Exact
      name of registrant as specified in its charter)










Delaware
            
            36-4611498(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





190
                Lakeview WayVero
                Beach, FL
            
            32963(Address
                of principal executive offices)
            
            (zip
                code)




Registrant’s
      telephone number, including area code:


(772)
      231-7544





Former
      name, address and former fiscal year, if changed since last report:


936A
      Beachland Blvd., Suite 13


Vero
      Beach, FL 32963








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




None.





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





Common
      Stock, $0.0001 par value per share








(Title
      of
      Class)







Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act 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.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. x





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No. o





The
      Company’s revenues for fiscal year ended December 31, 2007 were $0.





As
      of
      March 31, 2008, there were 6,200,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB 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.





Transitional
      Small Business Disclosure Format (check one): Yes o No x




2





**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





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 begun 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 concluded 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.





**Competition**





The
      Company faces vast competition from other shell companies with the same
      objectives. 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.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.





3


**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***There
      may be conflicts of interest between our management and our non-management
      stockholders.***





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, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, 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 will 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
      President, is the Managing Member of, and holds approximately a 60% interest
      in,
      Keating Investments, LLC.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. We have no significant assets
      or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (July 2, 2007) through December 31, 2007, we have incurred a net
      loss
      of $43,015. 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.


4





***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.





***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 operation 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.





***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.





***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.





***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 one, two, or three years, depending on the relative size of the
      acquisition. 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.


5





***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.





***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.





***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.




6


***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
      C ommon
      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.





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





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 .
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
      from Richard K. Wulff, Chief of the Office of Small Business Policy of the
      Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.





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.


7





***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.





***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 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.


8





***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.





***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.





**Item
      2. Description of Property.**





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, FL 32963, and
      other services for a fixed monthly fee of $1,000 for an initial period of twelve
      months. 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, 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 Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares
      of Common Stock. Our Common Stock is not listed on a publicly-traded market.
      As
      of March 31, 2008, there were sixteen holders of record of our Common
      Stock.


9





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





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.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Recent
      Sales of Unregistered Securities**





On
      July
      2, 2007, the Company sold an aggregate of 1,666,667, 125,000 and 2,708,333 shares of Common Stock to Brian Cooke, Kevin
      R.
      Keating, our sole officer and director, and Keating Investments, respectively,
      for an aggregate purchase price equal to $450, pursuant to the terms and
      conditions contained in those certain common stock purchase agreements by and
      between the Company and Brian Cooke, Kevin R. Keating and Keating Investments
      (the “July Sales of Stock”). The Company consummated the July Sales of Stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act.





**Offering**





On
      February 6, 2008, the Company commenced a private placement (the “Offering”) of
      shares of common stock, par value $.05 per share (the “Offering Common Stock”),
      on a best efforts basis with expected gross proceeds of up to $85,000. The
      Company offered up to 170 investment units (the “Units”), each Unit consisting
      of 10,000 Shares at a per Unit price of $500.00.





On
      February 15, 2008, the Company closed on the sale of the 170
      Units
      or 1,700,000 shares of Offering Common Stock for proceeds equal to $85,000.
      The
      Company sold the Offering 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 Offering
      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.





**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”), a copy of which is attached hereto as Exhibit
      10.2.


10





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.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Results
      of Operations**





For
      the
      period from July 2, 2007 (Inception) to December 31, 2007 the Company had no
      activities that produced revenues from operations.





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 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).





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2007, the Company had assets equal to $3,318, comprised exclusively
      of cash and cash equivalents. The Company’s current liabilities as of December
      31, 2007 totaled $45,883, comprised of $9,435 of accrued expenses and $36,448
      of
      notes payable and accrued interest due to related parties.





11


The
      following is a summary of the Company’s cash flows from operating, investing,
      and financing activities:





Cumulative Period From
              July 2, 2007 (Inception) to
              December 31, 2007Operating
                activities
            
            $
            (32,132
            )Investing
                activities
            
            
            -Financing
                activities
            
            $
            35,450Net
                effect on cash
            
            $
            3,318




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.




12





**Item
      7. Financial Statements.**





**W** **entworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Index
      to Financial Statements**







**Page**Report
                of Independent Registered Public Accounting Firm
            F-1Balance
                Sheet as of December 31, 2007
            F-2Statement
                of Operations for the Cumulative Period from July 2, 2007 (Inception)
                to
                December 31, 2007
            F-3Statement
                of Changes in Stockholders’ (Deficit) for the Cumulative Period from July
                2, 2007 (Inception) to December 31, 2007
            F-4Statement
                of Cash Flows for the Cumulative Period from July 2, 2007 (Inception)
                to
                December 31, 2007
            F-5Notes
                to Financial Statements
            F-6




13


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
   To
        the
        Board of Directors
 Wentworth
        VIII, Inc.
 
 
 We
        have
        audited the accompanying balance sheet of Wentworth VIII, Inc. (the “Company”)
        (a development stage company) as of December 31, 2007, and the related statement
        of operations, stockholders’ equity, and cash flows for the period from
        inception (July 2, 2007) to December 31, 2007. 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 audit.
 
 We
        conducted our audit 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. 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 audit provides 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. as of December
        31, 2007, and the result of its operations and cash flows for the period
        from
        inception (July 2, 2007) to December 31, 2007, 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 stockholders’ equity. 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
 March
        17,
        2008
  ***/s/
        Comiskey & Company***
 **PROFESSIONAL
        CORPORATION**


F-1





**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet**







**December 31,****2007****Assets**Currents
                assetsCash
                and cash equivalents
            
            $
            3,318Total
                current assets
            
            
            3,318Total
                assets
            
            $
            3,318**Liabilities
                and Stockholders' (Deficit)**Current
                liabilitiesAccounts
                payable
            
            $
            -Accrued
                expenses
            
            
            9,435Note
                payable and accrued interest due to related party
            
            
            36,448Total
                current liabilities
            
            
            45,883Stockholders'
                (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; 4,500,000
                shares
                issued and outstanding
            
            
            450(Deficit)
                accumulated during the development stage
            
            
            (43,015
            )Total
                stockholders' (deficit)
            
            
            (42,565
            )Total
                liabilities and stockholders' deficit
            
            $
            3,318




See
        accompanying notes to financial statements.




F-2




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Operations**







**Cumulative Period****From July 2, 2007****(Inception) to****December 31, 2007**Revenue
            
            $
            -Operating
                expensesGeneral
                and administrative
            
            
            41,567Total
                operating expenses
            
            
            41,567Loss
                from operations
            
            
            (41,567
            )Other
                income (expense)Interest
                expense
            
            
            (1,448
            )Net
                loss
            
            $
            (43,015
            )Net
                loss per share - basic and diluted
            
            $
            (.010
            )Weighted
                average number of shares of outstanding - basic and
                diluted
            
            
            4,500,000


See
        accompanying notes to financial statements.
  F-3


**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Changes in Stockholders’ (Deficit)**


**For
      the Period From July 2, 2007 (Inception) to December 31,
      2007**





**Deficit****Accumulated****Additional**
            
            **during the**
            
            **Total****Common Stock**
            
            **Paid-In**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **(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
            )





See
      accompanying notes to financial statements.




F-4


**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows**








**Cumulative Period****From July 2, 2007****(Inception) to****December 31, 2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (43,015
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Changes
                in operating assets and liabilities:Accounts
                payable
            
            
            -Accrued
                expenses
            
            
            9,435Accrued
                interest due to related party
            
            
            1,448Net
                cash used in operating activities
            
            
            (32,132
            )**Cash
                Flows From Financing Activities**Proceeds
                from note payable to related party
            
            
            35,000Proceeds
                from sale of common stock
            
            
            450Net
                cash provided by financing activities
            
            
            35,450Net
                increase in cash
            
            
            3,318Cash
                and cash equivalents, beginning of period
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            3,318**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            -


See
      accompanying notes to financial statements.




F-5


**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**December
      31, 2007**







**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
      $43,015. 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.





**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, accounts payable,
      accrued expenses, and notes payable to related parties. The carrying amounts
      of
      financial instruments approximate fair value due to their short maturities.





F-6




**Wentworth
        VIII, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **December
        31, 2007**




**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, 2007, the Company’s
      comprehensive loss was the same as its net loss.





**Recently
      Issued Accounting Pronouncements**


In
      February 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value
      Option for Financial Assets and Financial Liabilities,” which gives companies
      the option to measure eligible financial assets, financial liabilities and
      firm
      commitments at fair value (i.e., the fair value option), on an
      instrument-by-instrument basis, that are otherwise not permitted to be accounted
      for at fair value under other accounting standards. The election to use the
      fair
      value option is available when an entity first recognizes a financial asset
      or
      financial liability or upon entering into a firm commitment. Subsequent changes
      in fair value must be recorded in earnings. SFAS No. 159 is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007.





In
      September 2006, the Financial Accounting Standards Board issued SFAS
      No. 157, “Fair Value Measurement.” This Statement defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, and expands disclosures about fair value measurements.
      SFAS No. 157 applies under other accounting pronouncements that require or
      permit fair value measurements. The FASB having previously concluded in those
      accounting pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this statement does not require any new fair value measurements.
      However, for some entities, the application of this statement will change
      current practice. SFAS No. 157 is effective for financial statements issued
      for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years.





In
      December 2007, the FASB issued SFAS No. 141 (revised December 2007),
“Business Combinations” (“SFAS 141R”), which replaces FASB Statement
      No. 141, “Business Combinations.” This statement requires an acquirer to
      recognize identifiable assets acquired, liabilities assumed, and any
      non-controlling interest in the acquiree at the acquisition date, measured
      at
      their full fair values at that date, with limited exceptions. Assets and
      liabilities assumed that arise from contractual contingencies as of the
      acquisition date must also be measured at their acquisition date full fair
      values. SFAS 141R requires the acquirer to recognize goodwill as of the
      acquisition date, and in the case of a bargain purchase business combination,
      the acquirer shall recognize a gain. Acquisition-related costs are to be
      expensed in the periods in which the costs are incurred and the services are
      received. Additional presentation and disclosure requirements have also been
      established to enable financial statement users to evaluate and understand
      the
      nature and financial effects of business combinations. SFAS 141R is to be
      applied prospectively for acquisition dates on or after the beginning of the
      first annual reporting period beginning on or after December 15, 2008.




In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling
      Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160
      requires non-controlling interests to be treated as a separate component of
      equity, rather than a liability or other item outside of equity. This statement
      also requires the amount of consolidated net income attributable to the parent
      and the non-controlling interest to be clearly identified and presented on
      the
      face of the income statement. Changes in a parent’s ownership interest, as long
      as the parent retains a controlling financial interest, must be accounted for
      as
      equity transactions, and should a parent cease to have a controlling financial
      interest, SFAS 160 requires the parent to recognize a gain or loss in net
      income. Expanded disclosures in the consolidated financial statements are
      required by this statement and must clearly identify and distinguish between
      the
      interest of the parent’s owners and the interests of the non-controlling owners
      of a subsidiary. SFAS 160 is to be applied prospectively for fiscal years
      beginning on or after December 15, 2008, with the exception of presentation
      and disclosure requirements, which shall be applied retrospectively for all
      periods presented.





F-7


**Wentworth
          VIII, Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **December
          31, 2007**


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.





For
      the
      cumulative period from July 2, 2007 (Inception) through December 31, 2007,
      the
      Company recognized $1,448 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, 2007, there were
      4,500,000 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 2,708,333 shares of common stock to Keating
      Investments, for cash consideration of $0.0001 per share (par value), resulting
      in cash proceeds to the Company of $270.83.





In
      July
      of 2007, the Company issued 1,666,667 shares of common stock to a third party
      affiliated with Keating Investments, for cash consideration of $0.0001 per
      share
      (par value), resulting in cash proceeds to the Company of $166.67.





**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).





F-8


**Wentworth
          VIII, Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **December
          31, 2007**


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 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. 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.





F-9


**Wentworth
          VIII, Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **December
          31, 2007**


For
      the
      cumulative period from July 2, 2007 (Inception) December 31, 2007, the Company
      recorded $6,000 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.





**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, 2007 are as
      follows:




**December 31,****2007****Assets**Capitalized
                start-up expenses
            
            $
            6,452Gross
                deferred tax asset
            
            
            6,452Valuation
                allowance
            
            
            (6,452
            )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 cumulative
      period from July 2, 2007 (Inception) to December 31, 2007 as
      follows:




**December 31,****2007**U.S.
                federal income tax benefit at statutory rate
            
            $
            (6,452
            )Change
                in valuation allowance
            
            
            6,452Benefit
                from income taxes
            
            $
            -




**7.**
            **Subsequent
                Events**




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 sold these shares of common stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act of 1933, as amended and Regulation D promulgated thereunder. In connection
      with this sale of common stock, the Company has 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 and plans to use the
      remaining net proceeds from the offering as working capital.





F-10


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





None.





**Item
      8A. 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 is 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, 2007, 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.





There
      have been no changes in our internal control over financial reporting during
      the
      quarter ended December 31, 2007 that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**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. Our
      internal control over financial reporting is a process 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 (i) pertain to the
      maintenance of records that, in reasonable detail, accurately and fairly reflect
      the transactions and dispositions of assets; (ii) provide reasonable assurance
      that transactions are recorded as necessary to permit preparation of financial
      statements in accordance with U.S. generally accepted accounting principles,
      and
      that our receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and (iii) provide reason able
      assurance regarding prevention or timely detection of unauthorized acquisitions,
      use, or disposition of our assets that could have a material effect on the
      financial statements.  Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.




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,
      2007.




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.




14




**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2007:





Name
            
            Age
            
            Position
            
            TermKevin
                R. Keating
            
            66
            
            President,
                Secretary and Director
            
            July
                2, 2007 thru Present




**Kevin
      R. Keating** ,
      our
      President, Secretary, and Director, is the Managing Member of Vero
      Management, LLC, which provides managerial, administrative, and financial
      consulting services for micro-cap public companies, including us.  For more
      than 40 years he has 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,
      Mr. Keating 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.




Additionally,
      Mr. Keating currently serves as director of the following companies: 99 Cent
      Stuff, Inc., Blue Holdings, Inc., DigitalFX International, Inc. and Bonds.com
      Group, Inc. Mr. Keating serves as the sole officer and director of Frezer,
      Inc.
      and Catalyst Lighting Group, Inc., which trade on the OTCBB under the symbols
      “FREZ.OB.” and “CYSU.OB.,” respectively. Mr. Keating serves as an officer and
      director of QuikByte Software, Inc., which trades on the OTCBB under the symbol
      “QBYT.OB.” Mr. Keating is also 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.





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.





(b)
      Significant Employees.





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





(c)
      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 60% interest in, Keating Investments.





(d)
      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.





15





**Compliance
      with Section 16(a) of the Exchange Act**





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 and written representations that no
      other reports were required, the Company believes that no persons who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year.





**Code
      of Ethics**





On
      December 31, 2007, the 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.  A form of the Code of Ethics is attached
      hereto as Exhibit 14.1. Requests
      for copies of the Code of Ethics should be sent in writing to Wentworth VIII,
      Inc., Attention: Compliance Officer, 190
      Lakeview Way, Vero Beach, Florida 32963.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.





**Item
      10. Executive Compensation.**





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





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





**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 a party to any employment agreements.





16





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





The
      following tables set forth certain information as of March 31, 2008, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name and Address
            
            Amount and Nature of
              Beneficial Ownership
            
            Percentage
              of ClassKevin
                R. Keating (1)
              190
                Lakeview Way
              Vero
                Beach, FL 32963
            
            
            125,000
            
            
            2.02
            %Brian
                Cooke
              171 West
                57th Street, Suite 2C
              New
                York, NY 10019
            
            
            2,066,667
            
            
            33.33
            %Timothy
                J. Keating (2)
              c/o
                Keating Investments, LLC
              5251
                DTC Parkway, Suite 1000
              Greenwood
                Village, CO 80111
            
            
            3,108,333
            (3)
            
            50.13
            %Keating
                Investments, LLC
              5251
                DTC Parkway, Suite 1000
              Greenwood
                Village, CO 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 60% 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 60% 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
      12. Certain Relationships and Related Transactions.**





On
      July
      2, 2007, the Company and 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. A copy of the Agreement is attached
      hereto as Exhibit 10.1.





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.





17




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.





**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation.*3.2
            
            By-laws.*10.1
            
            Agreement
                by and among the Company and Vero Management, LLC, dated July 2,
                2007.*10.2
            
            Registration
                Rights Agreement by and among the Company, Keating Investments, Brian
                Cooke, dated September 18, 2007.14.1
            
            Corporate
                Code of Ethics and Conduct, adopted December 31, 2007.31.1
            
            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, 2007.32.1
            
            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.





*
            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.





**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 billed by 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-QSB or services that are normally provided in connection with statutory
      and
      regulatory filings were $7,000 for the fiscal year ended December 31,
      2007.





**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 year ended December 31, 2007.





18





**Tax
      Fees**





There
      were $1,000 billed by Comiskey & Company  for
      professional services for tax compliance, tax advice, and tax planning for
      the
      fiscal year ended December 31, 2007.





**All
      Other Fees**





There
      were no fees billed by Comiskey & Company  for
      other
      products and services for the fiscal year ended 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.


19


**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 31, 2008
                  By:
                  /s/
                      Kevin R. KeatingKevin R. KeatingPresident, Secretary and
                      Director




20