U.S.
SECURITIES AND EXCHANGE COMMISSION




Washington,
D.C. 20549





FORM
10-Q








[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 OF 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





From the
transition period from ____________ to ___________.





Commission
File Number 000-53345





8
by 8, Inc.


(Exact
name of small business issuer as specified in its charter)








(Former
Name if Applicable)





Delaware
            36-4624667(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification Number)





100 South
Pointe Drive, 23rd Floor
Miami, Florida  33139


(Address
of principal executive offices)


(646)
236-7500


(Issuer's
telephone number)





Check
whether the issuer has (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.





Yes
[X]         No [_]





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





Large
      accelerated filer   ̈
            Accelerated
      filer    ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  x





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








As of
October 31, 2008, there were outstanding 15,000,000 shares of common stock,
$0.0001 par value per share.














8
BY 8, INC.


INDEX
TO FORM 10-Q


September
30, 2008





Part
      I
            Financial
      InformationItem
      1.
            Financial
      StatementsBalance
      Sheet as of September 30, 2008 (unaudited)
            F-1Statements
      of Operations for the Three Months Ended September 30, 2008 and the Period
      From Inception (January 2, 2008) through September 30, 2008
      (unaudited)
            F-2Statement
      of Cash Flows for the Period from Inception (January 2, 2008) through
      September 30, 2008 (unaudited)
            F-3Notes
      to Unaudited Financial Statements
            F-4Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            3Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            5Item
      4T.
            Controls
      and Procedures
            6Part
      II
            Other
      InformationItem
      1.
            Legal
      Proceedings
            6Item
      1A.
            Risk
      Factors
            6Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            6Item
      3.
            Defaults
      Upon Senior Securities
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            6Item
      5.
            Other
      Information
            6Item
      6.
            Exhibits
            7















PART
I.  FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





8
BY 8, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


(Unaudited)





ASSETS




September 30,
      2008Prepaid
      expenses
            
            $
            -TOTAL
      ASSETS
            
            $
            -




LIABILITIES
AND STOCKHOLDER’S DEFICIT




CURRENT
      LIABILITIESAccrued
      liabilities
            
            $
            15,750Related
      party advance
            
            
            11,000TOTAL
      LIABILITIES
            
            
            26,750STOCKHOLDER’S
      DEFICIT:Preferred
      stock, $0.0001 par value; 10,000,000 shares authorized; none issued and
      outstanding
            
            
            -Common
      stock, $0.0001 par value; 100,000,000 shares authorized; 15,000,000 shares
      issued and outstanding
            
            
            1,500Additional
      paid-in capital
            
            
            -Deficit
      accumulated during the development stage
            
            
            (28,750
            )TOTAL
      STOCKHOLDER’S DEFICIT
            
            
            (26,750
            )TOTAL
      LIABILITIES AND STOCKHOLDER’S DEFICIT
            
            $
            -























See
accompanying notes to unaudited financial statements.







F-1




8
BY 8, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(Unaudited)








Three
      months ended September 30, 2008
            
            
            For
      the Period from Inception (January 2, 2008) through
      September 30, 2008REVENUE
            
            $
            -
            
            
            $
            -General
      and administrative expenses
            
            
            13,250
            
            
            
            28,250NET
      LOSS
            
            $
            (13,250
            )
            
            $
            (28,250
            )BASIC
      AND DILUTED NET LOSS PER SHARE
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and
      diluted
            
            
            15,000,000
            
            
            
            15,000,000


























See
accompanying notes to unaudited financial statements.







F-2






8
BY 8, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(Unaudited)





For
      the Period from Inception (January 2, 2008) to
      September 30,
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (28,250
            )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Changes
      in assets and liabilities:Increase
      in accrued liabilities
            
            
            15,750Net
      cash used in operating activities
            
            
            (12,500
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advance
      from related party
            
            
            11,000Proceeds
      from issuance of common stock
            
            
            1,500Net
      cash provided by financing activities
            
            
            12,500NET
      CHANGE IN CASH AND CASH EQUIVALENTS
            
            
            -Cash
      and cash equivalents at beginning of period
            
            
            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            -








See
accompanying notes to unaudited financial statements.






F-3






8
BY 8, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO UNAUDITED FINANCIAL STATEMENTS


SEPTEMBER
30, 2008








NOTE
      1
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:




(a)
            Organization
      and Business:




8 by 8
Inc. (“the Company”) was incorporated in the state of Delaware on January 2,
2008 for the purpose of raising capital that is intended to be used in
connection with its business plan which may include a possible merger,
acquisition or other business combination with an operating
business.




The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission and should be
read in conjunction with the audited financial statements and notes thereto
contained in our Registration Statement on Form 10 filed with the U.S.
Securities and Exchange Commission (the “SEC”) on July 22, 2008. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.  Notes to
the financial statements that would substantially duplicate the disclosure
contained in the audited financial statements as reported in the Registration
Statement on Form 10, have been omitted.





We are
currently in the development stage. All our activities to date relate to our
organization, initial funding and share issuances.




(b)
            Basis
      of Presentation/Going Concern:




The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, we have a deficit accumulated during the development stage of
$28,250, used cash from operations of $1,500 since our inception, and have a
working capital deficit of $26,750 at September 30, 2008. Our ability to
continue as a going concern is dependent upon our ability to generate future
profitable operations and/or to obtain the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they come due. Our ability to continue as a going concern is also dependent
on our ability to find a suitable target Company and enter into a possible
reverse merger with such Company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances; however, there is no assurance of additional funding
being available. The accompanying financial statements do not include any
adjustments that might arise as a result of this uncertainty.




(c)
            Use
      of Estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent


assets
and liabilities at the date of the balance sheet and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.




(e)
            Loss
      per Common Share:





Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
We do not have any potentially dilutive instruments for this reporting
period.







F-4





8
BY 8, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO UNAUDITED FINANCIAL STATEMENTS


SEPTEMBER
30, 2008







NOTE
      2
            CAPITAL
      STOCK:




The total
number of shares of capital stock which we shall have authority to issue is
100,000,000 shares designated as common stock at $0.0001 par value and
10,000,000 shares designated as preferred stock at $0.0001 par value.
Our preferred stock shall be issued by our Board of Directors in one or
more classes or one or more series within any class and such classes or series
shall have such voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions as our Board of Directors
may determine, from time to time.




On
January 2, 2008, we issued 15,000,000 shares of common stock at a purchase price
of $.0001 per share, for an aggregate purchase price of $1,500.





In July
2008, we agreed to issue a vendor 1,500,000 shares of common stock in exchange
for services rendered, valued at $5,000.  The shares have not yet been
issued.





F-5






ITEM
      2.
            MANAGEMENTS
      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 8 by
8, 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. Our
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 our control.
Although we believes our 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 us
or any other person that our objectives and plans will be achieved.





Description
of Business





The
Company was incorporated in the State of Delaware on January 2, 2008 and
maintains its principal executive office at 100 South Pointe Drive, 23rd Floor
Miami, Florida  33139. Since inception, we have been engaged in
organizational efforts and obtaining initial financing. We were formed as a
vehicle to pursue a business combination through the acquisition of, or merger
with, an operating business. We filed a Registration Statement on Form 10 with
the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2008, and
since its effectiveness, we have focused our 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. We are 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. We intend to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.





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




We
currently do not engage in any business activities that provide cash flow. The
costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money from the advances from our
majority shareholder.  However, the majority shareholder has no
obligation to advance additional money to us.








-3-


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





(i) filing
Exchange Act reports, and


(ii) consummating
an acquisition.





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





We 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 we
filed our Registration Statement on Form 10, 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.





We
anticipate 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, we had no assets. Our current liabilities as of September
30, 2008 totaled $24,750, comprised exclusively of accrued liabilities and
advances from our shareholder. We can provide no assurance that it can continue
to satisfy our cash requirements for at least the next twelve
months.








-4-





The
following is a summary of our cash flows from operating, investing, and
financing activities for the period from January 2, 2008 (inception) through
September 30, 2008:




Period from January
      2, 2008
              (Inception) through September
      30, 2008Net cash used
      in operating activities
            
            $
            (12,500
            )Net
      cash used in investing activities
            
            $
            0Net
      cash from financing activities
            
            $
            12,500Net
      effect on cash
            
            $
            0





We have
no assets and have generated no revenues since inception. We are also dependent
upon the receipt of capital investment or other financing to fund our ongoing
operations and to execute our business plan of seeking a combination with a
private operating company. In addition, we are dependent upon certain related
parties to provide continued funding and capital resources. If continued funding
and capital resources are unavailable at reasonable terms, we may not be able to
implement our plan of operations.





Results
of Operations





We have
not conducted any active operations since inception. No revenue has been
generated by us from January 2, 2008 (inception) through September 30, 2008. It
is unlikely we 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 our ability to
continue as a going concern.  Our plan of operation for the next twelve
months shall be to continue our efforts to locate suitable acquisition
candidates.





For the
period from January 2, 2008 (inception) through September 30, 2008, we had a net
loss of $28,250, consisting of legal, accounting, audit and other professional
service fees incurred in relation to our formation and the filing of our
Registration Statement on Form 10 in July of 2008 and quarterly Form
10-Qs.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our 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, we are 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, we are not
required to provide information required by this Item.








-5-





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 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 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 officer and director, we are 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, we are 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.





-6-





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 January
      2, 2008.*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, as filed
      with the Securities and Exchange Commission on July 22, 2008, and
      incorporated herein by this
reference.








-7-




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.





Dated: November 11, 2008
            8
      BY 8, INC.By:
            /s/
      Eric M.
    HechtEric
      M. HechtPresident,
      Secretary and Director








-8-