U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended September 30, 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 small business issuer as specified in its charter)





Delaware


(State
      or
      other jurisdiction of incorporation or organization)





36-4611498


(I.R.S.
      Employer Identification Number)





190
      Lakeview Way, Vero Beach, FL 32963


(Address
      of Principal Offices)





(772)
      231-7544


(Issuer’s
      Telephone Number)





936A
      Beachland Blvd., Suite 13, Vero Beach, FL 32963


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 oNo x.





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





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 4,500,000 shares of common stock, par value
      $.0001 per share, outstanding as of January 2, 2008.





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










**WENTWORTH
      VIII, INC.**




**-
      INDEX -**





Page**PART
                I - FINANCIAL INFORMATION:**Item
                1. Financial Statements
            
            F-1Balance
                Sheet as of September 30, 2007 (Unaudited)
            
            F-2Statement
                of Operations for the Cumulative Period from July 2, 2007 (Inception)
                to
                September 30, 2007 (Unaudited)
            
            F-3Statement
                of Changes in Stockholders’ Equity (Deficit) for the Cumulative Period
                from July 2, 2007 (Inception) to September 30, 2007
                (Unaudited)
            
            F-4Statement
                of Cash Flows for the Cumulative Period from July 2, 2007 (Inception)to
                September 30, 2007 (Unaudited)
            
            F-5Notes
                to Financial Statements (Unaudited)
            
            F-6Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            
            1Item
                3. Controls and Procedures
            
            3**PART
                II - OTHER INFORMATION:**Item
                1. Legal Proceedings
            
            3Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            3Item
                3. Defaults Upon Senior Securities
            
            3Item
                4. Submission of Matters to a Vote of Security Holders
            
            3Item
                5. Other Information
            
            4Item
                6. Exhibits
            
            6Signatures
            
            7











**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





Statements
      made in this Form 10-QSB (the "Quarterly Report") that are not historical or
      current facts are "forward-looking statements" made pursuant to the safe harbor
      provisions of Section 27A of the Securities Act of 1933, as amended (the
      "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
      as
      amended (the "Exchange Act"). These statements often can be identified by the
      use of terms such as "may", "will", "expect", "believe", "anticipate",
      "estimate", "approximate", or "continue", or the negative thereof. Wentworth
      VIII, Inc. (“we”, “us”, “our” or the "Company") intends that such
      forward-looking statements be subject to the safe harbors for such statements.
      The Company wishes to caution readers not to place undue reliance on any such
      forward-looking statements, which speak only as of the date made. Any
      forward-looking statements represent management's best judgment as to what
      may
      occur in the future. However, forward-looking statements are subject to risks,
      uncertainties and important factors beyond the control of the Company that
      could
      cause actual results and events to differ materially from historical results
      of
      operations and events and those presently anticipated or projected. These
      factors include adverse economic conditions, entry of new and stronger
      competitors, inadequate capital and unexpected costs. The Company disclaims
      any
      obligation subsequently to revise any forward-looking statements to reflect
      events or circumstances after the date of such statement or to reflect the
      occurrence of anticipated or unanticipated events.




F-1





**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**(Unaudited)**




**September
                30,****2007****Assets**Currents
                assetsCash
                and cash equivalents
            
            $
            12,189Total
                current assets
            
            
            12,189Total
                assets
            
            $
            12,189**Liabilities
                and Stockholders' (Deficit)**Current
                liabilitiesAccounts
                payable
            
            $
            1,500Accrued
                expenses
            
            
            3,000Note
                payable and accrued interest due to related party
            
            
            35,720Total
                current liabilities
            
            
            40,220Stockholders'
                (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
            
            
            (28,481
            )Total
                stockholders' (deficit)
            
            
            (28,031
            )Total
                liabilities and stockholders' deficit
            
            $
            12,189




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





F-2





**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Operations**


**(Unaudited)**




**Cumulative
                Period****From
                July 2, 2007****(Inception)
                to****September
                30, 2007**Revenue
            
            $
            -Operating
                expensesGeneral
                and administrative
            
            
            27,761Total
                operating expenses
            
            
            27,761Loss
                from operations
            
            
            (27,761
            )Other
                income (expense)Interest
                expense
            
            
            (720
            )Net
                loss
            
            $
            (28,481
            )Net
                loss per share - basic and diluted
            
            $
            (.006
            )Weighted
                average number of shares outstanding - basic and diluted
            
            
            4,500,000




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




F-3




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


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


**For
      the Period from July 2, 2007 (Inception) to September 30,
      2007**


**(Unaudited)**




**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
            
            
            -
            
            
            -
            
            
            -
            
            
            (28,481
            )
            
            (28,481
            )**Balances
                at September 30, 2007**
            
            
            4,500,000
            
            $
            450
            
            $
            -
            
            $
            (28,481
            )
            $
            (28,031
            )





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




F-4




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statement
      of Cash Flows**


**(Unaudited)**


**Cumulative
                Period****From
                July 2, 2007****(Inception)
                to****September
                30, 2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (28,481
            )Adjustments
                to reconcile net loss to net cash used inoperating
                activities:Changes
                in operating assets and liabilities:Accounts
                payable
            
            
            3,000Accrued
                expenses
            
            
            1,500Accrued
                interest due to related party
            
            
            720Net
                cash used in operating activities
            
            
            (23,261
            )**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
            
            
            12,189Cash
                and cash equivalents, beginning of period
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            12,189**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            -





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




F-5




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**September
      30, 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
      $28,481. 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.





F-6




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**September
      30, 2007**





**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.





**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 September 30, 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.





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




F-7




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**September
      30, 2007**





**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 September 30, 2007,
      the
      Company recognized $720 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 September 30, 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**


**September
      30, 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.





For
      the
      cumulative period from July 2, 2007 (Inception) September 30, 2007, the Company
      recorded $3,000 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.





F-9




**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**September
      30, 2007**





**6.**
            **Income
                Taxes**




The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at September 30, 2007 are as
      follows:




**September
                30,****2007****Assets**Capitalized
                start-up expenses
            
            $
            4,272Gross
                deferred tax asset
            
            
            4,272Valuation
                allowance
            
            
            (4,272
            )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 September 30, 2007 as
      follows:




**September
                30,****2007**U.S.
                federal income tax benefit at statutory rate
            
            $
            (4,272
            )Change
                in valuation allowance
            
            
            4,272Benefit
                from income taxes
            
            $
            -





F-10




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





Wentworth
      VIII, Inc. (“we”, “us”, “our” or 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.
      Our 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 our potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





***Results
      of Operations*** ****





For
      the
      cumulative period from July 2, 2007 (Inception) to September 30, 2007, the
      Company had no activities that produced revenues from operations.





For
      the
      cumulative period from July 2, 2007 (Inception) to September 30, 2007, the
      Company had a net loss of $(28,481), comprised of (a) legal, accounting, audit
      and other professional service fees of $(24,119) incurred in relation to the
      filing of the Company’s Registration Statement on Form 10-SB filed in September
      of 2007, (b) management fees of $(3,000) incurred in relation to a broad range
      of managerial and administrative services provided by Vero Management, LLC
      (“Vero”), (c) other operating expenses of $(642), and (d) interest expense on
      outstanding notes payable of $(720).





***Liquidity
      and Capital Resources***





As
      of
      September 30, 2007, the Company had assets equal to $12,189, comprised
      exclusively of cash and cash equivalents. The Company’s current liabilities as
      of September 30, 2007 totaled $40,220, comprised of $1,500 of accounts payable,
      $3,000 of accrued expenses and $35,720 of notes payable and accrued interest
      due
      to related parties.





The
      following is a summary of the Company's cash flows provided by (used in)
      operating, investing, and financing activities:





Cumulative
                Period From July 2, 2007 (Inception) to September 30, 2007Net
                cash used in operating activities
            
            $
            (23,261
            )Net
                cash used in investing activities
            
            
            -Net
                cash provided by financing activities
            
            $
            35,450Net
                effect on cash
            
            $
            12,189




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.





***Plan
      of Operations***





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




1




During
      the next twelve months we anticipate incurring costs related to:




(i)  filing
      of
      reports under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), and




(ii)  consummating
      an acquisition.





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





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





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





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





Since
      our
      Registration Statement on Form 10-SB was deemed effective, Kevin R. Keating,
      our
      sole officer and director, has had contact and discussions with representatives
      of other entities regarding a business combination with us. As of the date
      of
      this report, the Company has not entered into any letter of intent or agreement
      regarding a business combination.





***Off-Balance
      Sheet Arrangements***





The
      Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a
      current or future effect on the Company’s financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to investors.





***Application
      of Critical Accounting Policies***





The
      Company’s financial statements and accompanying notes have been prepared in
      accordance with accounting principles generally accepted in the United States.
      Preparing financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenue,
      and expenses. These estimates and assumptions are affected by management’s
      application of accounting policies. Critical accounting policies for the Company
      include accounting for registration payment arrangements.




2





FSP
      EITF
      00-19-2, Accounting for Registration Payment Arrangements, addresses an issuer’s
      accounting for registration payment arrangements. This FSP specifies that the
      contingent obligation to make future payments or otherwise transfer
      consideration under a registration payment arrangement, whether issued as a
      separate agreement or included as a provision of a financial instrument or
      other
      agreement, should be separately recognized and measured in accordance with
      FASB
      Statement No. 5, Accounting for Contingencies. This FSP further clarifies that
      a
      financial instrument subject to a registration payment arrangement should be
      accounted for in accordance with other applicable accounting principles without
      regard to the contingent obligation to transfer consideration pursuant to the
      registration payment arrangement.





The
      Company’s stockholders have been granted certain registration rights in
      accordance with the terms of a Registration Rights Agreement that specifies
      and
      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. The Company
      accounts for these registration rights and related penalty provisions in
      accordance with FSP EITF 00-19-2. The calculation of penalties and the
      determination of when to record such penalties involves significant judgment
      by
      management.





**Item
      3. Controls and Procedures.**





As
      of the
      end of the period covered by this report, the Company conducted an evaluation,
      under the supervision and with the participation of the principal executive
      officer and principal financial officer of the Company’s disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
      Act.
      Based on this evaluation, the principal executive officer and principal
      financial officer concluded that the Company’s disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      by
      the Company in reports that it files or submits under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in Securities and Exchange Commission (the “SEC”) rules and forms. There was no
      change in the Company’s internal control over financial reporting during the
      Company’s most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, the Company’s internal control
      over financial reporting.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of the sole officer and director, the Company is not a party
      to
      any legal proceeding or litigation.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





On
      July
      2, 2007, the Company sold 1,666,667, 125,000 and 2,708,333 shares of its common
      stock, par value $.0001 per share (the “Common Stock”) to Brian Cooke, Kevin R.
      Keating, our sole officer and director, and Keating Investments, LLC, an
      affiliate of our sole officer and director (“Keating Investments”),
      respectively, for aggregate proceeds equal to $450. 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 (the “Securities Act”). As of the
      date hereof, the Company has 4,500,000 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.





**Item
      3. Defaults Upon Senior Securities.** None.





**Item
      4. Submission of Matters to a Vote of Security Holders.** None.




3




**Item
      5. Other Information.**





On
      July
      2, 2007, the Company issued one promissory note, bearing eight and one quarter
      percent (8.25%) interest annually, in the principal amount of $35,000 to Keating
      Investments (the “Note”). Interest shall accrue on the outstanding principal
      balance of the Note on the basis of a 360-day year daily from the date the
      Company receives 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. For the cumulative period from
      July 2, 2007 (Inception) through September 30, 2007, the Company incurred $(720)
      of interest expense on the Note.





Effective
      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 monthly fee equal to $1,000 (the “Agreement”). The term of the
      Agreement is 12 months and may be terminated upon written notice by either
      party
      at any time. At the end of the initial 12 month term, the Agreement shall
      continue to remain in effect until terminated in writing by either party. Our
      sole officer and director, Kevin R. Keating, is also the manager of Vero. For
      the cumulative period from July 2, 2007 (Inception) through September 30, 2007,
      the Company incurred $(3,000) of management fees in relation to a broad range
      of
      managerial and administrative services provided by Vero. A copy of the Agreement
      is attached hereto as Exhibit
      10.1 .





On
      September 18, 2007, the Company offered certain registration rights to its
      stockholders, pursuant to the terms and conditions contained in that certain
      registration rights agreement, a copy of which is attached hereto as Exhibit
      10.2 (the “Registration Rights Agreement”).





Pursuant
      to the Registration Rights Agreement, commencing on the date that is thirty
      (30)
      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 the filing thereof and shall keep the demand
      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). Further, if all of the shares of Common Stock to be
      included in the registration statement filed cannot be so included due to
      certain comments from the SEC, and there is not an effective registration
      statement otherwise covering the shares of Common Stock, then the Company is
      obligated to prepare and file for such registration statement(s), such number
      of
      additional registration statements as may be necessary in order to ensure that
      all shares of Common Stock are covered by an existing and effective registration
      statement.





Additionally,
      the Registration Rights Agreement provides the stockholders with “piggyback”
registration rights such that at any time there is not an effective registration
      statement covering the shares of Common Stock, and the Company files a
      registration statement relating to an offering for its own account or the
      account of others under the Securities Act of any of its equity securities,
      other than on Form S-4 or Form S-8 (each as promulgated under the Securities
      Act) or their then equivalents relating to equity securities to be issued solely
      in connection with any acquisition of any entity or business or equity
      securities issuable in connection with stock option or other employee benefit
      plans, then the Company is required to send written notice to the stockholders
      of such intended filings at least twenty (20) days prior thereto and is required
      to automatically include in such registration statement all shares of Common
      Stock held by the stockholders for resale and offer on a continuous basis
      pursuant to Rule 415 under the Securities Act (“Rule 415”); provided, however,
      that (i) if, at any time after giving written notice of its intention to
      register any securities and prior to the effective date of the registration
      statement filed in connection with such registration, the Company determines
      for
      any reason not to proceed with such registration, the Company will be relieved
      of its obligation to register any shares of Common Stock in connection with
      such
      registration, (ii) in case
      of a
      determination by the Company to delay registration of its securities, the
      Company will be permitted to delay the registration of shares of Common Stock
      for the same period as the delay in registering such other securities, (iii)
      each stockholder is subject to confidentiality obligations with respect to
      any
      information gained in this process or any other material non-public information
      he, she or it obtains, (iv) each stockholder is subject to all applicable laws
      relating to insider trading or similar restrictions; and (v) if all of the
      shares of Common Stock of the stockholders cannot be so included due to certain
      comments from the SEC, then the Company may reduce the number of each
      stockholders’ shares of Common Stock covered by such registration statement to
      the maximum number which would enable the Company to conduct such offering
      in
      accordance with the provisions of Rule 415. ****




4




The
      stockholders shall be entitled to include all shares of Common Stock for resale
      in the registration statement filed by the Company in connection with a public
      offering of equity securities by the Company, pursuant to Rule 415, so long
      as
      (1) such shares shall not be included as part of the underwritten offering
      of
      primary shares by the Company, unless the Company and underwriter agree to
      allow
      the inclusion of such shares of Common Stock as part of the underwritten
      offering and, in such event, the stockholders elect to include the shares of
      Common Stock in the underwriting subject to an allocation among all stockholders
      of registration rights in the manner set forth in the Registration Rights
      Agreement, (2) the underwriter approves the inclusion of such shares of Common
      Stock in such registration statement, subject to customary underwriter cutbacks
      applicable to all stockholders of registration rights, (3) the stockholders
      shall enter into the underwriters’ form of lockup agreement as and to the extent
      requested by the underwriters, which may require that all of the shares of
      Common Stock held by the stockholders not be sold or otherwise transferred
      without the consent of the underwriters for a period not to exceed 180 days
      from
      the closing of the offering contemplated by the registration statement, and
      (4)
      if all of the shares of Common Stock of the stockholders cannot be so included
      due to certain comments from the SEC, then the Company may reduce the number
      of
      each stockholders’ shares of Common Stock covered by such registration statement
      to the maximum number which would enable the Company to conduct such offering
      in
      accordance with the provisions of Rule 415.




The
      Registration Rights Agreement contains a cut-back provision, whereby, in the
      event all of the all of the shares of Common Stock held by the stockholders
      cannot be included in a registration statement due to certain comments by the
      SEC or underwriter cutbacks, then the Company, unless otherwise prohibited
      by
      the SEC, shall cause the shares of Common Stock of the stockholders to be
      included in such registration statement to be reduced pro rata based on the
      number of shares of Common Stock held by all holders of registration
      rights.




The
      registration rights afforded 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 (12) 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
      in
      that regulation, as determined by the counsel to the Company pursuant to a
      written opinion letter to such effect, addressed and acceptable to the Company's
      transfer agent and the affected stockholders.





The
      Registration Rights Agreement provides certain 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 such 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
      Registrable Securities as of the date of the Reverse Merger, as determined
      by
      the Board of Directors based on the offering price of securities sold by the
      Company in a securities offering consummated simultaneously with the Reverse
      Merger or, if no securities offering shall occur, 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 shall be 15% of the Value.




5





Further,
      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, at any time thereafter, to require the Company to
      repurchase all of the stockholder’s shares of Common Stock for an amount equal
      to the Value.





Each
      stockholder shall also indemnify the Company, each of its directors, each of
      its
      officers who signs the Registration Statement and each person, if any, who
      controls the Company within the meaning of the Securities Act or the Exchange
      Act against damages arising out of or based upon: (i) such stockholder’s
      provision of any untrue or alleged untrue statement of a material fact to be
      contained in any registration statement or prospectus or in connection with
      the
      qualification of the offering under the securities or other “blue sky” laws of
      any jurisdiction, or arising out of or relating to any such stockholder’s
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements contained in such registration statement or
      prospectus not misleading or (ii) such stockholder’s violation or alleged
      violation by the Company of the Securities Act or the Exchange Act, any other
      law, including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the shares of Common
      Stock pursuant to a registration statement or (iii) such stockholder’s violation
      of the Registration Rights Agreement.





**Item
      6. Exhibits.**





(a)
      Exhibits required by Item 601 of Regulation S-B.





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                July 2,
                2007.*3.2
            
            By-Laws.*10.1
            
            Agreement
                by and between the Company and Vero Management, LLC, dated as of
                July 2,
                2007.*10.2
            
            Registration
                Rights Agreement by and among the Company, Brian Cooke, Keating
                Investments, LLC and Kevin Keating, dated September 18,
                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 Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 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.




6




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




WENTWORTH VIII, INC.Date:
              January 2, 2008
            By:
            /s/
              Kevin R. KeatingName:
              Kevin R. KeatingTitle:
              President




7