FORM
10-Q





U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549








[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009





OR





[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from ________ to ________





Commission
file number 000-52819





Wentworth
VIII, Inc.


(Exact
name of registrant as specified in its charter)





Delaware
                  36-4611498(State
      or other jurisdiction
                  (I.R.S.
      Employer Identification Number)of
      incorporation or organization)








190 Lakeview Way, Vero
Beach, Florida 32963


(Address
of principal executive offices)





(772)
231-7544


(Registrant’s
telephone number, including area code)





No
change


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











Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [  ].





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer    [  ]
                      Accelerated
      filer                  
      [  ]Non-accelerated
      filer      [  ]
                      Smaller
      reporting company  [X].(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [X] No [  ].





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 6,200,000shares of common stock,
par value $.0001 per share, outstanding as of May 8, 2009.








WENTWORTH
VIII, INC.





-
INDEX -




PagePART I – FINANCIAL INFORMATION:Item 1.
                            Financial Statements:Balance Sheets as of March 31, 2009 (unaudited) and
      December 31, 2008
                            2Statements of Operations for the Three Months Ended March
      31, 2009 and 2008 (unaudited)
                              and for the  Cumulative Period from July 2,
      2007 (Inception) to March 31, 2009 (unaudited)
                            3Statement of Changes in Stockholders’ Equity (Deficit) for
      the Cumulative Period from July 2, 2007 (Inception) to March 31, 2009
      (unaudited)
                            4Statements of Cash Flows for the Three Months Ended March
      31, 2009 and 2008 (unaudited)
                              and for the Cumulative Period from July 2, 2007
      (Inception) to March 31, 2009 (unaudited)
                            5Notes to Financial Statements
(unaudited)
                            6Item 2.
                            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                            11Item 3.
                            Quantitative and Qualitative Disclosures About Market
      Risk
                            14Item 4T.
                            Controls and Procedures
                            14PART II –
      OTHER INFORMATION:Item 1.
                            Legal Proceedings
                            15Item 1A.
                            Risk Factors
                            15Item 2.
                            Unregistered Sales of Equity Securities and Use of
      Proceeds
                            15Item 3.
                            Defaults Upon Senior Securities
                            15Item 4.
                            Submission of Matters to a Vote of Security
      Holders
                            15Item 5.
                            Other Information
                            15Item 6.
                            Exhibits
                            16Signatures
                            17











CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS







This
report contains forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, and Section 27A of the Securities Act of
1933. Any statements contained in this report that are not statements of
historical fact may be forward-looking statements. When we use the words
“anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will”
and similar expressions, we are identifying forward-looking statements.
Forward-looking statements involve risks and uncertainties, which may cause our
actual results, performance or achievements to be materially different from
those expressed or implied by forward-looking statements.  These factors
include our limited experience with our business plan; unexercised options to
acquire land suitable for our business; unconstructed bio-energy production
facilities; integration and deployment of acquired assets; pricing pressures on
our product caused by competition, sensitivity to corn prices and bio-oils, the
demand for bio-fuels, the capital cost of construction, the cost of energy, the
cost of production, and the price and production of diesel and gasoline; our
dependency on one proposed plant; the status of the federal bio-fuel incentives
and our compliance with regulatory impositions; the continuing world interest in
alternative energy sources; and our capital needs.





Except as
may be required by applicable law, we do not undertake or intend to update or
revise our forward-looking statements, and we assume no obligation to update any
forward-looking statements contained in this report as a result of new
information or future events or developments. Thus, you should not assume that
our silence over time means that actual events are bearing out as expressed or
implied in such forward-looking statements. You should carefully review and
consider the various disclosures we make in this report and our other reports
filed with the Securities and Exchange Commission that attempt to advise
interested parties of the risks, uncertainties and other factors that may affect
our business.











PART I –
FINANCIAL INFORMATION





Item 1.  Financial Statements.





Statements
made in this Form 10-Q (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 "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. (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.










1




Wentworth VIII, Inc.


(A
Development Stage Company)
 Balance
Sheets






March
      31,
                          
                          
                          December
      31,2009
                          
                          
                          2008AssetsCurrents
      assetsCash
      and cash equivalents
                          
                          $
                          14,030
                          
                          
                          $
                          17,266Total
      current assets
                          
                          
                          14,030
                          
                          
                          
                          17,266Total
      assets
                          
                          $
                          14,030
                          
                          
                          $
                          17,266Liabilities
      and Stockholders' Equity / (Deficit)Current
      liabilitiesAccount
      payable
                          
                          $
                          -
                          
                          
                          $
                          -Accrued
      expenses
                          
                          
                          13,500
                          
                          
                          
                          10,171Note
      payable and accrued interest due to related party
                          
                          
                          -
                          
                          
                          
                          -Total
      current liabilities
                          
                          
                          13,500
                          
                          
                          
                          10,171Stockholders'
      Equity / (Deficit)Preferred
      stock, $0.0001 par value; 10,000,000 shares authorized;no
      shares issued and outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $0.0001 par value; 200,000,000 shares authorized;6,200,000
      and 6,200,000 shares issued and outstanding, respectively
                          
                          
                          620
                          
                          
                          
                          620Additional
      paid in capital
                          
                          
                          79,105
                          
                          
                          
                          79,105(Deficit)
      accumulated during the development stage
                          
                          
                          (79,195
                          )
                          
                          
                          (72,630
                          )Total
      stockholders' equity / (deficit)
                          
                          
                          530
                          
                          
                          
                          7,095Total
      liabilities and stockholders' equity / (deficit)
                          
                          $
                          14,030
                          
                          
                          $
                          17,266






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


2




Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statements
of Operations




Cumulative
      PeriodThree
      Months Ended March 31,
                                  
                                  
                                  From
      July 2, 20072009
                                  
                                  
                                  2008
                                  
                                  
                                  (Inception)
      to(unaudited)
                                  
                                  
                                  (unaudited)
                                  
                                  
                                  March
      31, 2009Revenue
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Operating
      expensesGeneral
      and administrative
                                  
                                  
                                  6,565
                                  
                                  
                                  
                                  11,236
                                  
                                  
                                  
                                  77,502Total
      operating expenses
                                  
                                  
                                  6,565
                                  
                                  
                                  
                                  11,236
                                  
                                  
                                  
                                  77,502Loss
      from operations
                                  
                                  
                                  (6,565
                                  )
                                  
                                  
                                  (11,236
                                  )
                                  
                                  
                                  (77,502
                                  )Other
      income (expense)Interest
      expense
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (245
                                  )
                                  
                                  
                                  (1,693
                                  )Net
      loss
                                  
                                  $
                                  (6,565
                                  )
                                  
                                  $
                                  (11,481
                                  )
                                  
                                  $
                                  (79,195
                                  )Net
      loss per share - basic and diluted
                                  
                                  $
                                  (.001
                                  )
                                  
                                  $
                                  (.002
                                  )
                                  
                                  $
                                  (.014
                                  )Weighted
      average number of shares of outstanding - basic and
diluted
                                  
                                  
                                  6,200,000
                                  
                                  
                                  
                                  5,359,341
                                  
                                  
                                  
                                  5,593,427






The
accompanying notes are an integral part of these financial
statements.
 3
  Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statement
of Changes in Stockholders’ Equity (Deficit)
 For
the Cumulative Period From July 2, 2007 (Inception) to March 31,
2009
 (Unaudited)






DeficitAccumulatedAdditional
                          
                          
                          during
      the
                          
                          
                          TotalCommon
      Stock
                          
                          
                          Paid-In
                          
                          
                          Development
                          
                          
                          Stockholders'Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          Equity
      (Deficit)Balances
      at July 2, 2007 (Inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Issuance
      of common stock on July 2, 2007 at par value ($0.0001 per
      share)
                          
                          
                          4,500,000
                          
                          
                          
                          450
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          450Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (43,015
                          )
                          
                          
                          (43,015
                          )Balances
      at December 31, 2007
                          
                          
                          4,500,000
                          
                          
                          
                          450
                          
                          
                          
                          -
                          
                          
                          
                          (43,015
                          )
                          
                          
                          (42,565
                          )Issuance
      of common stock on February 15, 2008 at $0.05 per share, net of issuance
      costs of $5,725
                          
                          
                          1,700,000
                          
                          
                          
                          170
                          
                          
                          
                          79,105
                          
                          
                          
                          -
                          
                          
                          
                          79,275Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (29,615
                          )
                          
                          
                          (29,615
                          )Balances
      at December 31, 2008
                          
                          
                          6,200,000
                          
                          
                          
                          620
                          
                          
                          
                          79,105
                          
                          
                          
                          (72,630
                          )
                          
                          
                          7,095Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (6,565
                          )
                          
                          
                          (6,565
                          )Balances
      at March 31, 2009
                          
                          
                          6,200,000
                          
                          
                          $
                          620
                          
                          
                          $
                          79,105
                          
                          
                          $
                          (79,195
                          )
                          
                          $
                          530






The
accompanying notes are an integral part of these financial
statements.
 4
  Wentworth VIII, Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
  Cumulative
      PeriodThree
      Months Ended March 31,
                          
                          
                          From
      July 2, 20072009
                          
                          
                          2008
                          
                          
                          (Inception)
      to(unaudited)
                          
                          
                          (unaudited)
                          
                          
                          March
      31, 2009Cash
      Flows From Operating ActivitiesNet
      loss
                          
                          $
                          (6,565
                          )
                          
                          $
                          (11,481
                          )
                          
                          $
                          (79,195
                          )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                          
                          
                          -
                          
                          
                          
                          (3,750
                          )
                          
                          
                          -Accounts
      payable
                          
                          
                          -
                          
                          
                          
                          678
                          
                          
                          
                          -Accrued
      expenses
                          
                          
                          3,329
                          
                          
                          
                          (1,785
                          )
                          
                          
                          13,500Accrued
      interest due to related party
                          
                          
                          -
                          
                          
                          
                          (1,448
                          )
                          
                          
                          -Net
      cash used in operating activities
                          
                          
                          (3,236
                          )
                          
                          
                          (17,786
                          )
                          
                          
                          (65,695
                          )Cash
      Flows From Financing ActivitiesProceeds
      from note payable to related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          35,000Repayment
      of note payable to related party
                          
                          
                          -
                          
                          
                          
                          (35,000
                          )
                          
                          
                          (35,000
                          )Proceeds
      from sale of common stock, net of issuance costs
                          
                          
                          -
                          
                          
                          
                          79,725
                          
                          
                          
                          79,725Net
      cash provided by financing activities
                          
                          
                          -
                          
                          
                          
                          44,725
                          
                          
                          
                          79,725Net
      (decrease) increase in cash
                          
                          
                          (3,236
                          )
                          
                          
                          26,939
                          
                          
                          
                          14,030Cash
      and cash equivalents, beginning of period
                          
                          
                          17,266
                          
                          
                          
                          3,318
                          
                          
                          
                          -Cash
      and cash equivalents, end of period
                          
                          $
                          14,030
                          
                          
                          $
                          30,257
                          
                          
                          $
                          14,030Supplemental
      Disclosure of Cash Flow InformationCash
      paid for interest
                          
                          $
                          -
                          
                          
                          $
                          1,693
                          
                          
                          $
                          1,693
   The
accompanying notes are an integral part of these financial
statements.
 5




Wentworth VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009






1.
            Organization and Basis of
      Presentation




General


The
accompanying unaudited financial statements of Wentworth VIII, Inc. (the
“Company”) are presented in accordance with the requirements for Form 10-Q and
Regulation S-X.  Accordingly, they do not include all of the
disclosures required by generally accepted accounting principles. In the opinion
of management, all adjustments (all of which were of a normal recurring nature)
considered necessary to fairly present the financial position, results of
operations, and cash flows of the Company on a consistent basis, have been
made.





These
results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's financial statements for the cumulative period From July 2,
2007 (Inception) to December 31, 2008.  Operating results for the
three months ended March 31, 2009 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2009.





The
Company recommends that the accompanying financial statements for the interim
period be read in conjunction with the Company's financial statements for the
cumulative period From July 2, 2007 (Inception) to December 31, 2008 included in
the Company’s Annual Report on Form 10-K as filed on March 4, 2009.





Organization
and Business


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
$79,195. 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.




6




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009


2.
            Summary
      of Significant Accounting Policies




Use
of Estimates


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





Income
Taxes


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





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





Cash
and Cash Equivalents


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





Fair
Value of Financial Instruments


Effective
January 1, 2008, the Company adopted Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("SFAS 157"), which provides a comprehensive
framework for measuring fair value and expands disclosures which are required
about fair value measurements.   Specifically, SFAS 157 sets
forth a definition of fair value and establishes a hierarchy prioritizing the
inputs to valuation techniques, giving the highest priority to quoted prices in
active for identical assets and liabilities and the lowest priority to
unobservable value inputs. The adoption of this statement had no impact on the
Company's financial statements. SFAS 157 defines the hierarchy as
follows:





Level
      1 - Quoted prices are available in active markets for identical assets or
      liabilities as of the reported date. The types of assets and liabilities
      included in Level 1 are highly and actively traded instruments with quoted
      prices, such as equities on the New York Stock
  Exchange.





Level
      2 - Pricing inputs are other than quoted prices in markets, but are either
      directly or indirectly observable as of the reported date. The types of
      assets and liabilities in Level 2 are typically either comparable to
      actively traded securities or contracts, or priced with models using
      highly observable inputs.





Level
      3 - Significant inputs to pricing that are unobservable as of the
      reporting date. The types of assets and liabilities in Level 3 are those
      with inputs requiring management judgment or estimation, such as complex
      subjective models and forecasts used to determine the fair value of
      financial transmission rights.




7




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009


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.





Registration
Payment Arrangements


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.





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 March 31, 2009, the Company’s
comprehensive loss was the same as its net loss.





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.





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





For the
three months ended March 31, 2009 and 2008 and for the period from July 2, 2007
(Inception) through March 31, 2009, the Company recognized $0, $245, and $1,693,
respectively, of interest expense in relation to this outstanding related party
note payable.




8




Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009


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 March 31, 2009 and
December 31, 2008, there were 6,200,000 shares of common stock issued and
outstanding and no shares of preferred stock issued or outstanding.





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





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





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





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





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





Registration
Rights


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





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




9





Wentworth
VIII, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009




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
three months ended March 31, 2009 and 2008 and for and the cumulative period
from July 2, 2007 (Inception) through March 31, 2009, the Company recorded
$3,000, $3,000 and $21,000, respectively, of managerial and administrative
expenses associated with this agreement which are included as a component of
general and administrative expenses in the accompanying statement of
operations.




10







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





The
following discussion and analysis should be read in conjunction with our
condensed financial statements and the related notes included in this
report.





Description
of Business





The
Company was incorporated in the State of Delaware on July 2, 2007 and maintains
its principal executive office 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 through the acquisition of, or merger with, an
operating business.  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 focused its
efforts to identify a possible business combination.





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.





The
Company currently does not engage in any business activities that provide cash
flow.  During the next twelve months we anticipate incurring costs
related to:





(i)
            filing
      Exchange Act reports, and(ii)
            investigating,
      analyzing and 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.




11







The
Company may consider acquiring 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.





Since our
Registration Statement on Form 10-SB went effective, our management has had
contact and discussions with representatives of other entities regarding a
business combination with us. Any target business that is selected may be a
financially unstable company or an entity in its early stages of development or
growth, including entities without established records of sales or earnings. In
that event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.





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





Liquidity
and Capital Resources





As of
March 31, 2009, the Company had assets equal to $14,030, comprised exclusively
of cash and cash equivalents.  This compares with assets of $17,266,
comprised exclusively of cash and cash equivalents, as of December 31,
2008.  The Company’s current liabilities as of March 31, 2009 totaled
$13,500, comprised exclusively of accrued expenses.  This compares to
the Company’s current liabilities as of December 31, 2008 of $10,171, comprised
exclusively of accrued expenses.  The Company can provide no assurance
that it can continue to satisfy its cash requirements for at least the next
twelve months.





The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the three months ended March
31, 2009 and 2008, for the period from July 2, 2007 (inception) to March 31,
2009:





For
      the
                      Three
      months
                      Ended
                      March
      31, 2009
                    
                    
                    For
      the
                      Three
      months
                      Ended
                      March
      31, 2008
                    
                    
                    For
      the Cumulative
                      Period
      from
                      July
      2, 2007 (Inception)
                      to
                      March
      31, 2009Net
      cash (used in) operating activities
                    
                    $
                    (3,236
                    )
                    
                    $
                    (17,786
                    )
                    
                    $
                    (65,695
                    )Net
      cash (used in) investing activities
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Net cash provided by financing
      activities
                    
                    $
                    0
                    
                    
                    $
                    44,725
                    
                    
                    $
                    79,725Net
      increase (decrease) in cash
                    
                    $
                    (3,236
                    )
                    
                    $
                    26,939
                    
                    
                    $
                    14,030





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






Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from July 2, 2007 (inception) to March 31,
2009.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
three months ended March 31, 2009, the Company had a net loss of $6,565,
comprised of (a) audit fees of $3,000 incurred in relation to the filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 2008, (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)
transfer agent fees of $75, and (d) Edgar filing fees of $490. For the three
months ending March 31, 2008, the Company incurred $11,481 comprised of (a)
legal, accounting, audit and other professional service fees of $7,618 incurred
in relation to the Company’s private placement offering in February of 2008 and
its filing of the Company’s Annual Report on Form 10-KSB in March of 2008; (b)
management fees of $3,000 incurred in relation to a broad range of managerial
and administrative services provided by Vero Management, LLC, (c) interest
expense of $245 and (d) miscellaneous expenses of $618.





For the
cumulative period from July 2, 2007 (inception) to March 31, 2009, the Company
had a net loss of $79,195, comprised primarily of legal, accounting, audit and
other professional service fees incurred in relation to the formation of the
Company, the filing of the Company’s quarterly and annual reports, and the
Company’s private placement offering in February of 2008.





Critical
Accounting Policies and Estimates





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





Off-Balance Sheet
Arrangements





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




13





Contractual
Obligations





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





Item 3.  Quantitative and Qualitative Disclosures About
Market Risk.





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





Item 4T.  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.





As of
March 31, 2009, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and 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.





Changes
in Internal Controls over Financial Reporting





There have
been no changes in our internal controls over financial reporting during the
quarter ended March 31, 2009 that have materially affected or are reasonably
likely to materially affect our internal controls.






14





PART II —
OTHER INFORMATION





Item 1.  Legal Proceedings.





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





Item 1A.  Risk Factors.





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





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





None.





Item
3.  Defaults Upon Senior Securities.





None.





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





None.





Item
5.  Other Information.





None.






15







Item 6.  Exhibits.





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




Exhibit
                              Description3.1
                              Certificate
      of Incorporation. (1)3.2
                              By-laws.
      (1)10.1
                              Agreement
      by and among the Company and Vero Management, LLC, dated July 2,
      2007. (1)10.2
                              Registration
      Rights Agreement by and among the Company, Keating Asia, Inc. and
      Kevin R. Keating, dated September 18, 2007. (1)14.1
                              Corporate
      Code of Ethics and Conduct, adopted December 31,
      2007.  (2)31.1
                              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-KSB for the year
      ended December 31, 2008. (3)32.1
                              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of 2002. (3)(1)Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on September 20, 2007,
      and incorporated herein by this reference.(2)Filed
      as an exhibit to the Company's Annual Report on Form 10-KSB, as filed with
      the Securities and Exchange Commission on March 31, 2008, and incorporated
      herein by this reference.(3)Filed
      herewith.


16







SIGNATURES





Pursuant
to the requirements 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.








Dated:
      May 11, 2009
                  WENTWORTH
      VIII, INC.By:/s/ Kevin
      R. KeatingKevin
      R. KeatingPresident,
      Secretary and
Director






17