We consider the construction of a topological version of F-theory on a particular $Spin(7)$ 8-manifold which is a Calabi-Yau 3-fold times a 2-torus. We write an action for this theory in eight dimensions and reduce it to lower dimensions using Hitchins gradient flow method. A symmetry of the eight-dimensional theory which follows from modular transformations of the torus induces duality transformations of the variables of the topological A- and B-models. We also consider target space form actions in the presence of background fluxes in six dimensions.