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 September 30, 2008





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
              of
                incorporation or organization)
            (I.R.S.
                Employer Identification Number)





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 companyx.(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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
      PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes  ̈ 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: 6,200,000 **** shares
      of
      common stock, par value $.0001 per share, outstanding as of November 12, 2008.









**WENTWORTH
      VIII, INC.**





**-
      INDEX -**





Page**PART
                I – FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements:
            
            1Balance
                Sheets as of September 30, 2008 (unaudited) and December 31,
                2007
            
            2Statements
                of Operations for the Three Months Ended September 30, 2008
                (Unaudited),
            
            3for
                the Period from July 2, 2007 (Inception) to September 30, 2007
                (Unaudited),Nine
                Months Ended September 30, 2008 (Unaudited) and for the Cumulative
                Periodfrom
                July 2, 2007 (Inception) to September 30, 2008 (Unaudited)Statement
                of Changes in Stockholders’ Equity (Deficit) for the
                Cumulative
            
            4Period
                from July 2, 2007 (Inception) to September 30, 2008
                (Unaudited)Statements
                of Cash Flows for the Nine Months Ended September 30, 2008
                (Unaudited),
            
            5for
                the Period from July 2, 2007 (Inception) to September 30, 2007
                (Unaudited), and for the Cumulative Period from July 2, 2007 (Inception)
                to September 30, 2008 (Unaudited)Notes
                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
            
            14**PART
                II – OTHER INFORMATION**:Item
                1.
            Legal
                Proceedings
            
            14Item
                1A.
            Risk
                Factors
            
            14Item
                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
            
            15Signatures
            
            
            16









**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**







**September 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****Assets**Currents
                assetsCash
                and cash equivalents
            
            $
            18,743
            
            $
            3,318Total
                current assets
            
            
            18,743
            
            
            3,318Total
                assets
            
            $
            18,743
            
            $
            3,318**Liabilities
                and Stockholders' Equity (Deficit)**Current
                liabilitiesAccrued
                expenses
            
            $
            7,000
            
            $
            9,435Note
                payable and accrued interest due to related party
            
            
            -
            
            
            36,448Total
                current liabilities
            
            
            7,000
            
            
            45,883Stockholders'
                Equity (Deficit)Preferred
                stock, $0.0001 par value; 10,000,000 sharesauthorized;
                no shares issued and outstanding
            
            
            -
            
            
            -Common
                stock, $0.0001 par value; 200,000,000 sharesauthorized;
                6,200,000 and 4,500,000 shares issuedand
                outstanding, respectively
            
            
            620
            
            
            450Additional
                paid in capital
            
            
            79,105
            
            
            -(Deficit)
                accumulated during the development stage
            
            
            (67,982
            )
            
            (43,015
            )Total
                stockholders' equity (deficit)
            
            
            11,743
            
            
            (42,565
            )Total
                liabilities and stockholders' equity (deficit)
            
            $
            18,743
            
            $
            3,318




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




2


**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statements
      of Operations**







**Cumulative Period****From July 2, 2007**
            
            
            
            **From July 2, 2007****Three Months Ended**
            
            **(Inception) to**
            
            **Nine Months Ended**
            
            **(Inception) to****September 30, 2008**
            
            **September 30, 2007**
            
            **September 30, 2008**
            
            **September 30, 2008****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Revenue
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expensesGeneral
                and administrative
            
            
            6,304
            
            
            27,761
            
            
            24,722
            
            
            66,289Total
                operating expenses
            
            
            6,304
            
            
            27,761
            
            
            24,722
            
            
            66,289Loss
                from operations
            
            
            (6,304
            )
            
            (27,761
            )
            
            (24,722
            )
            
            (66,289
            )Other
                income (expense)Interest
                expense
            
            
            -
            
            
            (720
            )
            
            (245
            )
            
            (1,693
            )Net
                loss
            
            $
            (6,304
            )
            $
            (28,481
            )
            $
            (24,967
            )
            $
            (67,982
            )Net
                loss per share - basic and diluted
            
            $
            (.001
            )
            $
            (.006
            )
            $
            (.004
            )Weighted
                average number of shares of outstanding - basic and
                diluted
            
            
            6,200,000
            
            
            4,500,000
            
            
            5,920,803




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 September 30,
      2008**


**(Unaudited)**







**Deficit****Accumulated****Additional**
            
            **during the**
            
            **Total****Common 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
            
            
            -
            
            
            -
            
            
            -
            
            
            (24,967
            )
            
            (24,967
            )**Balances
                at September 30, 2008**
            
            
            6,200,000
            
            $
            620
            
            $
            79,105
            
            $
            (67,982
            )
            $
            11,743





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




4


**Wentworth
      VIII, Inc.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**







**Cumulative Period****From July 2, 2007**
            
            **From July 2, 2007****Nine Months Ended**
            
            **(Inception) to**
            
            **(Inception) to****September 30, 2008**
            
            **September 30, 2007**
            
            **September 30, 2008****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (24,967
            )
            $
            (28,481
            )
            $
            (67,982
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Changes
                in operating assets and liabilities:Accounts
                payable
            
            
            -
            
            
            3,000
            
            
            -Accrued
                expenses
            
            
            (2,435
            )
            
            1,500
            
            
            7,000Accrued
                interest due to related party
            
            
            (1,448
            )
            
            720
            
            
            -Net
                cash used in operating activities
            
            
            (28,850
            )
            
            (23,261
            )
            
            (60,982
            )**Cash
                Flows From Financing Activities**Proceeds
                from note payable to related party
            
            
            -
            
            
            35,000
            
            
            35,000Repayment
                of note payable to related party
            
            
            (35,000
            )
            
            -
            
            
            (35,000
            )Proceeds
                from sale of common stock,net
                of issuance costs
            
            
            79,275
            
            
            450
            
            
            79,725Net
                cash provided by financing activities
            
            
            44,275
            
            
            35,450
            
            
            79,725Net
                increase in cash
            
            
            15,425
            
            
            12,189
            
            
            18,743Cash
                and cash equivalents, beginning of period
            
            
            3,318
            
            
            -
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            18,743
            
            $
            12,189
            
            $
            18,743**Supplemental
                Disclosure of Cash Flow Information**Cash
                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**


**September
      30, 2008**







**1.**
            **Basis
                of Presentation and
                Organization**




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, 2007. Operating results for the three and
      nine
      months ended September 30, 2008 are not necessarily indicative of the results
      that may be expected for the year ending December 31, 2008.





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, 2007 included
      in
      the Company’s Annual Report on Form 10-KSB as filed on March 31,
      2008.





**Organization
      and Business**


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
      $67,982. 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.




6


**Wentworth
        VIII, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2008**


**Income
      Taxes**


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





**Cash
      and Cash Equivalents**


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





**Fair
      Value of Financial Instruments**


The
      Company's financial instruments include cash equivalents, 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 Cumulative Period From July 2, 2007 (Inception) to September 30, 2008,
      the
      Company’s comprehensive loss was the same as its net loss.





**Recently
      Issued Accounting Pronouncements**


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





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





7


**Wentworth
        VIII, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2008**


**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 common stock in a private offering to accredited and non-accredited
      investors in February 2008 (see Note 4).





For
      the
      three months ended September 30, 2008 and for the period from July 2, 2007
      (Inception) to September 30, 2007, the Company recognized $0 and $720,
      respectively, of interest expense in relation to this outstanding related party
      note payable. For the nine months ended September 30, 2008, the Company
      recognized $245, 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, 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 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.





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





Each
      of
      the above issuances of common stock were issued under an exemption from
      registration provided by Section 4(2) of the Securities Act of 1933, as amended
      and 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.





8


**Wentworth
        VIII, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2008**


**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).





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
      (except those Stockholders who purchased 312,000 shares of the company’s common
      stock in the private offering on February 15, 2008) 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.




9


**Wentworth
        VIII, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2008**


**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 September 30, 2008 and for the period from July 2, 2007
      (Inception) to 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.





For
      the
      nine months ended September 30, 2008, the Company recorded $9,000 of managerial
      and administrative expenses associated with this agreement which are included
      as
      a component of general and administrative expenses in the accompanying statement
      of operations.





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




The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at September 30, 2008 are as
      follows:





**September 30,****2008****(Unaudited)****Assets**Capitalized
                start-up expenses
            
            $
            10,197Gross
                deferred tax asset
            
            
            10,197Valuation
                allowance
            
            
            (10,197
            )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, 2008 as
      follows:





**September 30,****2008****(Unaudited)**U.S.
                federal income tax benefit at statutory rate
            
            $
            (10,197
            )Change
                in valuation allowance
            
            
            10,197Benefit
                from income taxes
            
            $
            -





10





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





***Forward
      Looking Statement Notice***





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





***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.




11




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.





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
      September 30, 2008, the Company had assets equal to $18,743, comprised
      exclusively of cash and cash equivalents. This compares with assets of $3,318,
      comprised exclusively of cash and cash equivalents, as of December 31, 2007.
      The
      Company’s current liabilities as of September 30, 2008 totaled $7,000, comprised
      exclusively of accrued expenses. This compares to the Company’s current
      liabilities as of December 31, 2007 of $45,883, comprised exclusively of accrued
      expenses and notes payable and accrued interest due to related parties. The
      Company can provide no assurance that it can continue to satisfy its cash
      requirements for at least the next twelve months.





12


The
      following is a summary of the Company's cash flows provided by (used in)
      operating, investing, and financing activities for the nine months ended
      September 30, 2008, for the period from July 2, 2007 (inception) to September
      30,2007 and for the cumulative period from July 2, 2007 (inception) to September
      30, 2008:





For the
              Nine monthsEnded
              September 30,2008
            
            From
              July 2, 2007(Inception) to
              September 30,2007
            
            For the Cumulative
              Period from
              July 2, 2007(Inception) to
              September 30, 2008Net
                cash (used in) operating activities
            
            $
            (28,850
            )
            $
            (23,261
            )
            $
            (60,982
            )Net
                cash (used in) investing activities
            
            $
            0
            
            $
            0
            
            $
            0Net
                cash provided by financing activities
            
            $
            44,275
            
            $
            35,450
            
            $
            79,725Net
                increase (decrease) in cash
            
            $
            15,425
            
            $
            12,189
            
            $
            18,743





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.





***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 September 30, 2008.
      It
      is unlikely the Company will have any revenues unless it is able to effect
      an
      acquisition or merger with an operating company, of which there can be no
      assurance. It is management's assertion that these circumstances may hinder
      the
      Company's ability to continue as a going concern.  The Company’s plan of
      operation for the next twelve months shall be to continue its efforts to locate
      suitable acquisition candidates.





For
      the
      three months ended September 30, 2008, the Company had a net loss of $6,304,
      comprised of (a) legal, accounting, audit and other professional service fees
      of
      $3,304 incurred in relation to the filing of the Company’s Quarterly Report on
      Form 10-Q for the period ended June 30, 2008 in July of 2008 and (b) management
      fees of $3,000 incurred in relation to a broad range of managerial and
      administrative services provided by Vero Management, LLC (“Vero”). This compares
      with a net loss of $28,481 for the period from July 2, 2007 (Inception) to
      September 30, 2007, 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, (c) other operating expenses
      of
      $642 and (d) interest expense on outstanding notes payable of $720.





For
      the
      nine months ended September 30, 2008, the Company had a net loss of $24,967,
      comprised of (a) legal, accounting, audit and other professional service fees
      of
      $14,236 incurred in relation to the Company’s private placement offering in
      February of 2008, the filing of the Company’s Annual Report on Form 10-KSB for
      the year ended December 31, 2007 in March of 2008, Quarterly Report on Form
      10-Q
      for the period ended March 31, 2008 in May of 2008 and Quarterly Report on
      Form
      10-Q for the period ended June 30, 2008 in July of 2008, (b) management fees
      of
      $9,000 incurred in relation to a broad range of managerial and administrative
      services provided by Vero, (c) interest expense of $245 and (d) miscellaneous
      expenses of $1,486.





For
      the
      cumulative period from July 2, 2007 (inception) to September 30, 2008, the
      Company had a net loss of $67,982, comprised primarily of legal, accounting,
      audit and other professional service fees incurred in relation to the formation
      of the Company, the filing of the Company’s Registration Statement on Form 10-SB
      in September of 2007, the filing of the Company’s Quarterly Reports on Form
      10-QSB and Form 10-Q, the filing of the Company’s Annual Reports on Form 10-KSB
      and the Company’s private placement offering in February of 2008.




13




***Off-Balance
      Sheet Arrangements*** ****





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





***Contractual
      Obligations***





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





**Item
      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
      September 30, 2008, we carried out an evaluation, under the supervision and
      with
      the participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





***Changes
      in Internal Controls***





There
      have been no changes in our internal controls over financial reporting during
      the quarter ended September 30, 2008 that have materially affected or are
      reasonably likely to materially affect our internal controls.





**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.




14




**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.





**Item
              6.**
            **Exhibits.**





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





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                July 2,
                2007.*3.2
            
            By-Laws.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-Q for the quarter
                ended September 30, 2008.32.1
            
            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.





15





**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:
                November 12, 2008
            
            **WENTWORTH VIII, INC.**By:
            /s/ Kevin R. KeatingKevin R. KeatingPresident, Secretary and Director




16