UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 6, 2008

Wentworth VIII, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-52819	36-4611498
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

190 Lakeview Way, Vero Beach, FL 32963

(Address of principal executive offices)

Registrant’s telephone number, including area code (772) 231-7544

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFP 230.425)
o		Soliciting material pursuant to Rule 14A-12 of the Exchange Act (17 CFR 240.14D-2(b))
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14D-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 6, 2008, Wentworth VIII, Inc. (the “Company”) commenced a private placement (the “Offering”) of shares (the “Shares”) of its common stock, par value $.0001 per share (the “Common Stock”) on a best efforts basis with expected gross proceeds of up to $85,000. The Company is offering up to 170 investment units (the “Units”), each Unit consisting of 10,000 Shares at a per Unit price of $500. The offering period during which the Company will accept subscriptions to purchase Shares (the “Offering Period”) commenced on February 6, 2008 and will continue until the earliest of: (i) the sale of all the Units being offered; (ii) 60 days from February 6, 2008 (subject to extension by the Company for an additional 60 days with no notice to stockholders); and (iii) the termination of the Offering Period by the Company. The Company plans to use the net proceeds of the Offering to repay its outstanding debt obligation to Keating Investments, LLC in the amount of $35,000 plus accrued interest. The remaining net proceeds will be used as working capital. In connection with the Offering, the Company is expected to agree, subject to certain terms and conditions, to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the resale of the Shares.

The Shares are expected to be issued to accredited investors under an exemption from the registration requirements of the Securities Act, and any investors would be prohibited from offering or selling the Shares purchased in the Offering in the absence of an effective registration statement or an applicable exemption from registration requirements.

This Current Report on Form 8-K is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

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 hereunto duly authorized.

Date: February 6, 2008	WENTWORTH VIII, INC.

	By:	/s/ Kevin R. Keating
		Kevin R. Keating
		President

WENTWORTH VIII INC 8-K