Edgar Filing: ASIA8, INC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the

quarterly period ended March 31, 2013.

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: 000-27735

ASIA8, INC.

(Exact name of registrant as specified in its charter)

Nevada

77-0438927

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400 Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

(480) 505-0070

(Registrant’s telephone number, including area code)

n/a

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

Indicate by check mark whether the registrant: (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 þ No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web

site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation

S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant

was required to submit and post such files).Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act): Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding ofthe issuer’s common stock, $0.001 par value (the

only class of voting stock), at May 17, 2013, was 30,692,727.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012 (audited)

Unaudited Statements of Income for the three month periods ended March 31,

2013 and March 31, 2012

Unaudited Statements of Cash Flows for the three month periods ended March 31,

2013 and March 31, 2012

Notes to Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein,the terms “Company,” “we,”“our,” and “us”refer toAsia8, Inc., a Nevada corporation, and

our subsidiaries and predecessors,unless otherwise indicated.In the opinion of management, the

accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments

(consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations

for the periods presented. The results of operations for the periods presented are not necessarily indicative

of the results to be expected for the full year.

ASIA8, INC.

Consolidated Balance Sheets

ASSETS

March 31, 2013

December 31, 2012*

(Unaudited)

Current assets:

Cash

410

455

Prepaid expenses

Other current assets

7,594

Total current assets

8,004

8,049

Investments

42,360

Total assets

50,364 $

50,409

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payables

Accrued expenses

26,777

23,762

Short Term Debt - Notes Payable

Total current liabilities

26,777

23,762

Total liabilities

26,777 $

23,762

Preferred stock: 25,000,000 shares authorized;

$0.001 par value; 2,280 and 1,000 shares

issued and outstanding, respectively

Common stock: 100,000,000 shares authorized;

$0.001 par value; 30,692,727 and 24,156,078 shares

issued and outstanding, respectively

30,692

Additional paid-in capital

3,762,212

Accumulated deficit

(3,769,317)

(3,766,257)

Total stockholders' equity:

23,587

26,647

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

50,364 $

50,409

* The Balance Sheet as of December 31, 2012 has been derived from the audited financial statements of

that date.

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

ASIA8, INC.

Consolidated Statements of Income

Three Months ended March 31

2013

2012

(Unaudited)

Revenues

Total net revenues

Cost of Goods sold

Gross profit (loss)

Operating expenses:

General, selling and administrative expenses

3,060

17,651

Depreciation and amortization

Total operating expenses

3,060

17,651

Loss from operations

(3,060)

(17,651)

Other income (expense):

Interest expense

Preferred stock dividend

(5,130)

Loss/Income from equity investment

(29,022)

Other income (expense)

Total other income (loss)

(34,152)

Income(Loss) before income taxes

(3,060)

(51,803)

Provision for income taxes

- $

Net Income(Loss) from operations

(3,060) $

(51,803)

Income(Loss) for the period

(3,060) $

(51,803)

Basic earnings per common share

(0.00) $

(0.002)

Diluted earnings per common share

(0.00) $

(0.00)

Weighted average shares - Basic

30,692,727

24,158,876

Weighted average shares - Diluted

30,692,727

24,158,876

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

ASIA8, INC.

Consolidated Statements of Cash Flow

Three Months ended March 31

2013

2012

(Unaudited)

Cash flows from operating activities:

Net income ( loss)

(3,060) $

(51,803)

Adjustments to reconcile net income to net cash

provided by operating activities

(Gain) loss on equity investment

29,022

Changes in operating assets and liabilities:

Decrease (Increase) in:

Prepaid expenses

Other current assets

(81,000)

Increase (decrease) in:

Accounts payable

Accrued liabilities

3,015

21,849

Net cash used in operating activities

(45)

(81,932)

Cash flows from investing activities:

Proceeds from sale of investments

81,000

Purchase of investment through conversion of note

Net cash provided by (used in) investing activities

81,000

Cash flows from financing activities:

Common and preferred stock issued for cash/debt

Increase(decrease) in note payable

887

Net cash provided by (used in) financing activities

887

Net decrease in cash and cash equivalents

(45)

Cash and cash equivalents at beginning of year

455

391

Cash and cash equivalents at end of period

410 $

346

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

ASIA8, INC.

Notes to the Condensed Financial Statements (Unaudited)

March 31, 2013

NOTE 1 - ORGANIZATION AND HISTORY

Asia8, Inc. was incorporated in Nevada as “H&L Investments, Inc.” in September of 1996. On December

22, 1999 the Company changed its name to “Asia4sale.com, Inc.” on acquiring Asia4Sale.com, Ltd., a

Hong Kong registered software development company. The Company sold Asia4Sale.com, Ltd. in

January of 2005.

The Company acquired a 49% interest in World Wide Auctioneers, Inc., a Nevada registered corporation,

holding 100% of a British Virgin Island registered company World Wide Auctioneers, Ltd (“WWA”), an

international equipment auction company on June 30, 2000. WWA, based in the United Arab Emirates

(UAE) holds unreserved auctions on a consignment basis for the sale of construction, industrial and

transportation equipment. On August 8, 2003 World Wide Auctioneers, Inc. sold 100% of WWA to a

Nevada registered company, WWA Group, Inc. (“WWA Group”) in a stock exchange transaction. The

stock exchange caused the Company to acquire a minority equity investment in WWA Group which it

accounts for using the equity method. WWA Group sold WWA to Seven International Holdings, Ltd.

(“Seven”), a Hong Kong registered company, on October 31, 2010, in exchange for Seven’s assumption

of the assets and liabilities of WWA subject to certain exceptions. The disposition did not affect WWA

Group’s interest in Asset Forum, LLC. its ownership of proprietary on-line auction software or its equity

interest and debt position in Infrastructure Developments Corp. (“Infrastructure”).On March 26, 2012, the

Company sold 3,240,000 shares from its investment in WWA Group at a price of $0.025 per share, for a

net amount of $81,000. On May 2012, the Company divested itself of an additional 2,412,408 shares of

WWA Group to settle a net amount of 109,048 in debt. At March 31, 2013 the Company did not own

substantial shareholding in WWA Group and therefore did not record its share in the profit and loss of

WWA Group for the period ended March 31, 2013.

The Company maintains the exclusive rights to distribute Unic Cranes, Atomix boats and Renhe Mobile

House products or “Wing Houses” in the UAE though it has since discontinued distribution efforts in

relation to the Unic Crane and Atomix boat products.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which

contemplates the realization of assets and liabilities in the normal course of business. Accordingly, they

do not include any adjustments relating to the realization of the carrying value of assets or the amounts

and classification of liabilities that might be necessary should the Company be unable to continue as a

going concern. The Company has accumulated losses and working capital and cash flows from operations

are negative which raises doubt as to the validity of the going concern assumptions. These financials do

not include any adjustments to the carrying value of the assets and liabilities, the reported revenues and

expenses and balance sheet classifications used that would be necessary if the going concern assumption

were not appropriate; such adjustments could be material.

ASIA8, INC.

Notes to the Condensed Financial Statements (Unaudited)

March 31, 2013

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying consolidated financial statements include our accounts and the accounts of our

subsidiaries. All intercompany accounts and transactions have been eliminated.

Our interim financial statements have been prepared in accordance with generally accepted accounting

principles in the United States (“U.S.GAAP”) for interim financial information and the rules and

regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements and

accounting policies, consistent, in all material respects with those applied in preparing our audited

consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2012. Accordingly, they do not include all of the information and footnotes required by

U.S. generally accepted accounting principles for complete financial statements. In our opinion, all

adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation,

have been included.

Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results

that may be expected for the year ending December 31, 2013 or any future period.

b. Basic Loss per Share

For the Three Months Ended March 31, 2013

Income

Per-Share

(Numerator)

(Denominator)

Amount

(3,060)

30,692,727 $

(0.00)

For the Three Months Ended March 31, 2012

Income

Per Share

(Numerator)

(Denominator)

Amount

(51,803)

24,158,876 $

(0.002)

The computations of basic loss per share of common stock are based on the weighted average number of

shares outstanding at the date of the financial statements. There are no common stock equivalents

outstanding.

ASIA8, INC.

Notes to the Condensed Financial Statements (Unaudited)

March 31, 2013

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES, Continued

c. Recent Accounting Pronouncements

In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of

Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present

(either on the face of the income statement or in the notes) the effects on the line items of the income

statement for amounts reclassified out of AOCI. The new guidance is effective for us beginning January

1, 2013. We adopted the guidance during the first quarter of 2013 and there was no material impact on

our condensed consolidated financial statements.

In July 2012, the FASB issued amendments to the indefinite-lived intangible asset impairment guidance

which provides an option for companies to use a qualitative approach to test indefinite-lived intangible

assets for impairment if certain conditions are met. The amendments are effective for annual and interim

indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15,

2012. We adopted the amended accounting guidance during the first quarter of 2013 and there was no

material impact on our condensed consolidated financial statements.

NOTE 4- EQUITY INVESTMENT

In August 2000 the Company paid $970,000 cash to acquire 49% of WWA World Wide Auctioneers,

Inc., a Nevada registered company holding 100% of British Virgin Island registered company World

Wide Auctioneers, Ltd. In August 2003 WWA World Wide Auctioneers, Inc. sold 100% of its subsidiary

World Wide Auctioneers, Ltd. to Nevada registered company WWA Group, in a stock for stock

transaction whereby the stock of WWA Group was issued directly to owners of WWA World Wide

Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA Group in 2003, comprising 47.5%

of the issued and outstanding stock of WWA Group. At December 31, 2011, the Company owned 32% of

the issued and outstanding shares of WWA Group. On March 26, 2012, the Company sold 3,240,000 out

of its investment in WWA Group shares at a price of $0.025 per share, for a net amount of $81,000. At

March 31, 2012, the Company owned 16% of the issued and outstanding WWA Group common stock. At

April 15, 2012 the company divested itself of 2,412,408 shares out of its investment in WWA group

shares to settle $109,049 in various debts. As a result the Company does not own a substantial

shareholding in WWA Group and therefore no longer records its share in the profit & loss of WWA

Group for the period ended March 31, 2013.

ASIA8, INC.

Notes to the Condensed Financial Statements (Unaudited)

March 31, 2013

NOTE 5- EQUITY TRANSACTIONS

In 2012, the Company issued 4,152,000 shares of common stock to retire 2,280 preferred shares series

1comprised of $228,000 in principal and $83,400 in interest valued at $0.075 a share. Further the

Company issued 2,129,367 shares of common stock by converting notes payable and other payables into

equity at $0.03 per share.

In 2009, the Company issued 255,282 shares of common stock for cash at $0.16 per share.

In 2008, the Company issued 1,084,243 shares of common stock by converting notes payables into equity

at $0.16 per share.

In 2007, the Company issued 2,124,250 shares of common stock for cash at prices ranging from $0.08 to

$0.16 per share for a total value of $304,800. Further, the Company issued 1,280 shares of preferred stock

for cash at $100 per share.

In 2007, the Company issued 1,000 shares of preferred stock at $100 per share. Each share of preferred

stock was convertible to 400shares of common stock. The Series 1 preferred shares had a coupon rate of

9% interest per annum, with no redemption provision.

NOTE 6 - ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE

Except as indicated in the Note 1 through Note 5, above, there have been no other material changes in the

information disclosed in the notes to the financial statements included in the Company’s Form 10-K for

the year-ended December 31, 2011. Therefore, those footnotes are included herein by reference.

NOTE 7 – USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles in

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 at the date of

the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

NOTE 8 – ACCOUNTS PAYABLE TO RELATED PARTY

Accounts Payable and Accrued Expenses do not include any Notes Payable to related party.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through May 13,

2013, and determined there are no events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition andResults of Operations and other

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. All information presented herein is based on

the three month periods ended March 31, 2013 and March 31, 2012. Our fiscal year end is December 31.

Discussion and Analysis

Our operations consist of marketing efforts for Wing House mobile shelters. Despite the decrease in our

equity interest in WWA Group Inc. and its agreement to acquire Summit Digital, Inc., we continue to

work with WWA Group and Infrastructure Development Corporation (“Infrastructure”) to develop the

distribution of Wing House mobile shelter systems.

Meanwhile, we continue to work towards the acquisition of Emerging Market Property Advisors Ltd.

(“EMP”). On May 16, 2012, the Company signed an agreement to acquire EMP, a UK limited liability

company in a stock for stock exchange transaction. EMP is involved in the marketing of international real

estate opportunities to prospective investors through the internet.EMP offers lead generation, email

marketing campaigns and property showings to a variety of clients that are intent on presenting a wide

array of real estate investment options to international investors. Clients are also offered assistance with

corporate identity, web development and enhanced graphics to build awareness of the opportunities

presented. Since 2005 EMP has consistently increased its revenue stream, grown gross profit margins,

and established a loyal customer base. On completion the Company will acquire EMP as a wholly owned

subsidiary that will continue to operate as an autonomous unit. Due to delays associated with obtaining

the requisite financial information we do not expect to close the anticipated transaction until the 3^rd

quarter of 2013 subject to shareholder approval.

Our financial condition and results of operations will depend primarily on prospective income generated

from our investments and/or expansion businesses. Meanwhile, our continued operation is tied to our

ability to realize debt or equity financing. Since the Company is currently without income it can provide

no assurance that income will be forthcoming or in the event income is realized that such return will

provide sufficient cash flows to sustain our operations.

Our business development strategy is prone to significant risks and uncertainties which are having an

immediate impact on our efforts to realize net cash flow. We have a limited history of generating income.

Should we be unable to generate income, the Company’s ability to continue its business operations will

remain in jeopardy.

Results of Operations

During the three month period ending March 31, 2013, the Company failed to realize revenues from the

sale of its products, which failure resulted in a continuation of net losses for the period. Nevertheless, the

Company remains optimistic that Wing Houses are in demand, and that a global economic recovery in

2013 alongside the efforts of Infrastructure and WWA Group will result in sales of Wing Houses.

Revenue

Revenue for the three month periods ended March 31, 2013 and March 31, 2012 was zero. The lack of

revenues over the comparative periods can be primarily attributed to the effect that a global recession has

had on the demand for Wing Houses. We expect revenue from the sale of Wing Houses in future periods

with a return to economic normalization, and in connection with the anticipated acquisition of EMP.

Operating Expenses

Operating expenses for the three month period ended March 31, 2013, were $3,060 as compared to

$17,651 for the three month period ended March 31, 2012. The decrease in expenses over the

comparative nine month period can be wholly attributed to a decrease in general and administrative

expenses. We expect that operating expenses will increase in future periods as funds become available for

marketing Wing Houses and in connection with the anticipated acquisition of EMP.

Other Expense

Other expense for the three month period ended March 31, 2013, was zero as compared to other expense

of $34,152 for the three month period ended March 31, 2012. The absence of other expense in the current

period can be primarily attributed to the lack of losses recognized in the prior comparative periods as a

result of consolidating our equity investment in WWA Group. Since we no longer consolidate our equity

interests we expect to return to other income in future periods.

Net Losses

Net Loss for the three month period ended March 31, 2013, were $3,060 as compared to a net loss of

$51,803 for the three month period ended March 31, 2012. The decrease in net losses over the

comparative three month periods can be attributed to the decrease in general and administrative expenses,

the decrease in preferred stock dividend and the decrease in the loss from equity investments. We expect

to continue to realize net losses until such time as our operations produce revenue.

Capital Expenditures

The Company did not spend any significant amounts on capital expenditures during the three month

period ended March 31, 2013.

Income Tax Expense (Benefit)

The Company may have an income tax benefit resulting from net operating losses to offset any future

operating profit. However, the Company has not recorded this benefit in the financial statements because

it cannot be assured that it will utilize the net operating losses carried forward in future years.

Liquidity and Capital Resources

As of March 31, 2013, the Company had a working capital deficit of $18,773. Our current assets were

$8,004 consisting of $410 in cash, and $7,594 in other current assets. Our total assets were $50,364

consisting of current assets and our equity investments totaling $42,360. At March 31, 2013, our current

and total liabilities were $26,777 consisting entirely of accrued expenses.

Net cash used in operating activities for the three month period ended March 31, 2013, was $45 as

compared to net cash used in operating activities of $81,932 for the three month period ended March 31,

2012. Net cash used in development stage activities in the current twelve month period can be attributed

to a balance sheet account, accrued liabilities that is added or deducted to arrive at cash used. We expect

that net cash used in operating activities will decrease as accounts payable have significantly decreased as

of the three month period end.

Net cash provided by investing activities for the three month period ended March 31, 2013 was zero as

compared to $81,000 in net cash provided by investing activities for the three month period ended March

31, 2012. Net cash provided by financing activities in the prior three month period can be attributed to

proceeds from the sale of stock. We expect to continue to look to cash flow provided by investing periods

in future periods to sustain operations.

Net cash provided by financing activities for the three month period ended March 31, 2013, was zero as

compared to $887 in net cash provided by financing activities for the three month period ended March 31,

2012. Net cash provided by financing activities in the prior three month period can be attributed to an

increase in a note payable. We expect to have net cash provided by financing activities in the near term in

order to continue operations.

The Company’s current assets are insufficient to conduct its business operations over the next twelve (12)

months. We will have to seek at least $100,000 in debt or equity financing over the next twelve months to

fund our marketing efforts for our Wing Houses and to move forward with our intended acquisition of

EMP. The Company has no current commitments or arrangements with respect to, or immediate sources

of this funding. Further, no assurances can be given that funding is available. The Company’s

shareholders are the most likely source of new funding in the form of loans or equity placements though

none have made any commitment for future investment and the Company has no agreement formal or

otherwise. The Company’s inability to obtain sufficient funding will have a material adverse affect on its

ability to continue business operations.

The Company does not expect to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of March 31, 2013, the Company has no significant 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 stockholders.

Critical Accounting Policies

In the notes to the audited financial statements for the year ended December 31, 2012 included in our

Form 10-K, the Company discussed those accounting policies that are considered to be significant in

determining the results of operations and our financial position. The Company believes that the

accounting principles we utilized conform to accounting principles generally accepted in the United

States of America.

The preparation of financial statements requires our management to make significant estimates and

judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,

these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate

estimates. We base our estimates on historical experience and other facts and circumstances that are

believed to be reasonable, and the results form the basis for making judgments about the carrying value of

assets and liabilities. The actual results may differ from these estimates under different assumptions or

conditions. With respect to revenue recognition, we apply the following critical accounting policies in the

preparation of our financial statements.

Revenue Recognition

The Company intends to generate revenue through the sale of its products on a private, commercial, and

industrial basis. Revenue from product sales is recognized at the time the product is shipped and invoiced

and collectability is reasonably assured. The Company believes that certain revenue should be recognized

as title passes to the customer at the time of shipment.

Going Concern

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going

concern as a result of an accumulated deficit of $3,766,257 as of December 31, 2012 which increased to

$3,769,317 as of March 31, 2013. The Company’s ability to continue as a going concern is subject to the

ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s

plan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from

the private placement of debt or equity; and (ii) realizing revenues from the sale of Wing Houses or

through the acquisition of EMP. Management believes that it will be able to obtain funding to allow the

Company to remain a going concern through the methods discussed above, though there can be no

assurances that such methods will prove successful.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition andResults of Operations and elsewhere in this current report, with the exception of historical

facts, are forward looking statements. Forward looking statements reflect our current expectations and

beliefs regarding our future results of operations, performance, and achievements. These statements are

subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not

materialize. These statements include, but are not limited to, statements concerning:

 our anticipated financial performance;

 the sufficiency of existing capital resources;

 our ability to fund cash requirements for future operations;

 uncertainties related to the growth of our business and the acceptance of our products and

services;

 our ability to achieve and maintain an adequate customer base to generate sufficient revenues to

maintain and expand operations;

 the volatility of the stock market; and,

 general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated including the factors

set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise

readers not to place any undue reliance on the forward looking statements contained in this report, which

reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update

or revise these forward looking statements to reflect new events or circumstances or any changes in our

beliefs or expectations, other than as required by law.

Recent Accounting Pronouncements

Please see Note 3 to our financial statements for recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and

procedures are designed to ensure that information required to be disclosed in reports filed or submitted

under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the Commission’s rules and forms and that such information is accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this

report, that the Company’s disclosure controls and procedures were effective in recording, processing,

summarizing, and reporting information required to be disclosed, within the time periods specified in the

Commission’s rules and forms, and such information was accumulated and communicated to management,

including the chief executive officer and the chief financial officer, to allow timely decisions regarding required

disclosures.

Changes in Internal Controls over Financial Reporting

During the period ended March 31, 2013, there has been no change in internal control over financial reporting that

has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II– OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.

ITEM 1A. RISK FACTORS

The Company’s operations and securities are subject to a number of risks. Below we have identified and

discussed the material risks that we are likely to face. Should any of the following risks occur, they will

adversely affect our operations, business, financial condition and/or operating results as well as the future

trading price and/or the value of our securities.

Risks Related to the Company’s Business

IF THE COMPANYDOES NOTGENERATE CASH FLOW FROM OPERATIONS AND IS UNABLE TOOBTAIN

CAPITAL TO OPERATE ITS BUSINESS, IT MAY NOT BE ABLE TO EFFECTIVELY CONTINUE

OPERATIONS

As of March 31, 2013, the Company had a working capital deficit of $18,773 which amount is insufficient to

continue operations. We will have to obtain additionalworking capital from debt or equity placements to continue

operations for which we have no commitments. Should we be unable to secure capital, such condition would

cause us to reduce operations which would have a material adverse effect on our business.

MARKET ACCEPTANCE OF THE PRODUCTSWE HAVE DISTRIBUTION RIGHTS TO IS CRITICAL

TOOURGROWTH

The Company expects to generate revenue from the sale of mobile shelters though results to date do not indicate a

willingness to pay for our product. Since market acceptance of our products is critical we can offer no assurance

that revenue will be generated from the sale of Wing Houses. Should be unable to procure customers for our

products our results of operations will continue to be negatively impacted.

WE COMPETEWITH LARGER AND BETTER-FINANCED CORPORATIONS

Competition within the international market for mobile shelters is intense. While the products we are entitled to

distribute are distinguished by next-generation innovations that are more sophisticated, flexible and cost effective

than many competitive products currently in the market place, a number of entities offer mobile shelters and new

competitors may enter the market in the future. Some of our existing and potential competitors have longer

operating histories, greater name recognition, larger customer bases and significantly greater financial, technical

and marketing resources than we do, including well known multi-national corporations.

AS A DISTRIBUTOR WE DEPEND ON THE PERFORMANCE OF A THIRD PARTY MANUFACTURER

The Company relies on Renhe Manufacturing China to procure Wing House mobile shelters for distribution. Our

business plan is reliant on the delivery of products from this manufacturer, which reliance reduces the level of

control we have and exposes us to significant risks such as inadequate capacity, late delivery, substandard quality

and higher prices, all of which could adversely affect our results.

OUR CHIEF EXECUTIVE OFFICER DOES NOT OFFER HIS UNDIVIDED ATTENTION TO THE COMPANY

DUE TO HIS VARIED RESPONSIBILITIES

Our chief executive officer does not offer his undivided attention to our business as he also serves as the chief

executive officer of WWA Group and as a director of Infrastructure. His responsibilities cause him to divide his

time, the majority of which is dedicated to the management of WWA Group. His varied responsibilities may

compromise the Company’s ability to successfully conduct its business operations.

THE COMPANY’SSUCCESS DEPENDS ON ITSABILITY TO RETAIN KEY PERSONNEL

The Company’s future success will depend substantially on the continued services and performance of Eric

Montandon. The loss of the services of Eric Montandon could have a material adverse effect on our business

prospects, financial condition and results of operations. Our future success also depends on the Company’s ability

to identify, attract, hire, train, retain and motivate technical, managerial and sales personnel. Competition for such

personnel is intense, and we cannot assure that we will succeed in attracting and retaining such personnel. Our

failure to attract and retain the necessary technical, managerial and sales personnel would have a material adverse

effect on our business prospects, financial condition and results of operations.

OURBUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS

International, national and local standards set by governmental regulatory authorities set the regulations

by which products are certified across respective territories. Further, climate change legislation and

greenhouse gas regulation is becoming increasingly ubiquitous. The products which we intend to

distribute are subject to such regulation in addition to national, state and local taxation. Although we

believe that we can successfully distribute our products within current governmental regulations it is

possible that regulatory changes could negatively impact our operations and cause us to diminish or cease

operations.

Future Risks Related to the Company’s Stock

THE COMPANY INTENDS TO APPLY TO HAVE ITS STOCKQUOTEDON THE OTCBB

The Company has no public trading market for its shares, and we cannot represent to you that a market will ever

develop. Nonetheless, we do intend to seek a quotation on the OTCBB. However, there can be no assurance that

we will obtain a quotation on the OTCBB or that obtaining a quotation will generate a public trading market for

our shares. Further, if we obtain a quotation on the OTCBB, this may limit our ability to raise money in an equity

financing since many institutional investors do not consider OTCBB stocks for their portfolios. Therefore, an

investors’ ability to trade our stock might be restricted as only a limited number of market makers quote OTCBB

stock Trading volumes in OTCBB stocks are historically lower, and stock prices for OTCBB stocks tend to be

more volatile, than stocks traded on an exchange or the NASDAQ Stock Market. We may never qualify for

trading on an exchange or the NASDAQ Stock Market.

WE INCUR SIGNIFICANT EXPENSES AS A RESULT OF THE SARBANES-OXLEY ACT OF 2002, WHICH

EXPENSES MAY CONTINUE TO NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well

as related rules implemented by the Commission, which control the corporate governance practices of public

companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the

Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses,

including legal and accounting costs, and made some activities more time-consuming and costly.

THE COMPANY DOES NOT PAY DIVIDENDS.

The Company does not pay dividends. We have not paid any dividends since inception and have no intention of

paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our board of

directors and would depend on, among other things, future earnings, our operating and financial condition, our

capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash

flow from their investment.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

21 of this Form 10-Q, and are incorporated herein by this reference.

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.

Asia8, Inc.

Date

/s/ Eric Montandon

May 17, 2013

By: Eric Montandon

Its: Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation dated September 23, 1996 (incorporated by reference to the

Form 10-12G filed with the Commission on October 20, 1999).

31.2*

Amended Articles of Incorporation dated July 9, 1999 (incorporated by reference from

Form 10-QSB filed with the Commission on October 20, 1999).

3.1.3*

Amended Articles of Incorporation dated December 22, 1999 (incorporated by reference

from Form 10-QSB filed with the Commission on May 15, 2007).

3.1.4*

Amended Articles of Incorporation dated April 20, 2007 (incorporated by reference from

Form 10-QSB filed with the Commission on May 15, 2007).

3.2.1*

Bylaws dated May 6, 1999 (incorporated by reference Form 10-12G filed with the

Commission on October 20, 1999).

3.2.2*

Amended Bylaws dated January 22, 2007 (incorporated by reference to the Form 8-K

filed with the Commission on January 29, 2007).

10.1*

Share Purchase Agreement dated June 2000 between the Company (formerly

Asia4Sale.com, Inc.) and World Wide Auctioneers, Inc. (incorporated by reference to the

Form 8-K filed with the Commission on October 3, 2007).

10.2*

Unic Distribution Agreement dated May 1, 2007 between the Company and Peter

Prescott (incorporated by reference to the Form 8-K filed with the Commission on

October 3, 2007).

10.3*

Atomix Distribution Agreement dated May 1, 2007 between the Company and Peter

Prescott (incorporated by reference to the Form 8-K filed with the Commission on

October 3, 2007).

14*

Code of Ethics (Code of Conduct) (incorporated by reference to the Form 8-K filed

with the Commission on October 3, 2007).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18

U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002 (attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed

“furnished” and not “filed” or part of a registration statement or prospectus for purposes

of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”

for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is

not subject to liability under these sections.