UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012.

o 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)

Registrant’s telephone number, including area code:  (480) 505-0070

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not

contained  herein,  and  will  not  be  contained,  to  the  best  of  registrant’s  knowledge,  in  definitive  proxy  or  information  statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.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.  See  the  definitions  of  “large  accelerated  filer,”  “accelerated  filer”  and  “smaller  reporting  company”  in  Rule

12b-2 of the Exchange Act. Smaller reporting company. þ

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

The  aggregate  market  value  of  the  registrant's  common  stock,  $0.001  par  value  (the  only  class  of  voting  stock),  held  by

non-affiliates  (22,813,544  shares)  was  approximately  $570,339  based  on  the  price  of  $0.025  at  which  the  registrant’s  common

stock was last authorized for issuance in 2012.

At  April  10,  2013  the  number  of  shares  outstanding  of  the  registrant's  common  stock,  $0.001  par  value  (the  only  class  of  voting

stock), was 30,692,727.

1

TABLE OF CONTENTS

PART I

Item1.

Business

3

Item 1A.

Risk Factors

10

Item 1B.

Unresolved Staff Comments

13

Item 2.

Properties

13

Item 3.

Legal Proceedings

14

Item 4.

Mine Safety Disclosures

14

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of

15

Equity Securities

Item 6.

Selected Financial Data

16

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of  Operations

16

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

20

Item 8.

Financial Statements and Supplementary Data

20

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

21

Item 9A.

Controls and Procedures

21

Item 9B.

Other Information

22

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

23

Item 11.

Executive Compensation

25

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

26

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

26

Item 14.

Principal Accountant Fees and Services

27

PART IV

Item 15.

Exhibits, Financial Statement Schedules

28

Signatures

29

2

PART I

ITEM 1.

BUSINESS

As used herein the terms “Company,” “it,” “its,” “we,” “our,” and “us” refer to Asia8, Inc., its

subsidiaries, and its predecessors, unless context indicates otherwise.

Corporate History

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

22, 1999 we changed our 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.

We 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 us to acquire a minority equity investment in WWA Group which we have

historically accounted for using the equity method, whereby our percentage of the net income or losses of

WWA Group were accounted in our own results as other income or losses. Due to WWA Group common

stock issuances the Company’s equity interest decreased to 32% as of December 31, 2011. On March 26,

2012, the Company sold 3,240,000 shares of WWA Group to raise much needed capital reducing its equity

interest to 16%. By April 15, 2012 the Company had exchanged 2,412,408 shares of WWA Group to settle

various debts. Since the Company no longer owns a substantial shareholding in WWA Group it no longer

records its share in the profit and loss of WWA Group.

Current 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 be acquired by 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 2^nd quarter of

2013 subject to shareholder approval.

Our business office is located 700 Lavaca Street, Suite 1400, Austin, Texas, and our telephone number is

(480) 505-0070. Our registered statutory office is located at the UPS Store 1650 3395 South Jones

Boulevard, Las Vegas, Nevada 89146.

3

The Company

The Company retains the rights  to distribute a wide array of products  within the UAE including Unic

Hydraulic Cranes that are manufactured in Japan, Atomix Pleasure Boats that are manufactured in China,

and “Wing Houses” that are manufactured in China. All three products are of high quality and priced by the

manufacturers near the high end of the market when compared with  their respective competitors. Since

obtaining these distribution rights we have sold 37 Unic cranes, 7 Atomix Boats, and 5 Wing Houses.

However, the onset of recessionary economic conditions in 2008 significantly impacted the demand for

Unic Cranes and Atomix Boats. The result being that, we no longer market either Unic Cranes or Atomix

Boats. Product distribution efforts are now focused  entirely on “Wing Houses” on a joint basis with WWA

Group and Infrastructure.

Prefabricated Housing

The Company’s prefabricated housing business is focused around the marketing and sale of “Wing Houses”

in North America, the Middle East and parts of South-East Asia as a distributor pursuant to an agreement

with the Renhe Group. The Wing House is a solution for any application requiring low-cost, rapidly-mobile

structures.

The standard Wing House units are mobile modular prefabricated structures that fold out from standard

40-foot or 20-foot shipping containers to ready-to-use structures, with all baths, water, plumbing, air

conditioning, lighting, cable, network and electrical fittings in place. This folding capacity allows a

standard 40-foot unit delivered with a 320 square foot footprint to open into an 880 square foot structure in

4 to 5 hours, in a process requiring only basic hand tools and workers capable of following simple

instructions.  Any truck and hoisting equipment capable of handling standard shipping containers can

transport and place a Wing House.  Since container sizes are standard around the world, this equipment is

widely available.  The combination of standard ISO container dimensions and fittings and the ability to

quickly unfold into a structure much larger than the original container makes the Wing House extremely

economical to ship.  Two or more Wing Houses can be joined end to end or side to side to form larger

structures.   Multiple standard floor plan configurations are available and custom plans can be ordered.

While other container-based prefabricated structures are available, they offer final available space equal to

that of the original container.  We are aware of no other container-based prefabricated modular structure

that shares the ability of the Wing House to open into a structure much larger than the delivered unit.

Wing Houses are rated for extreme temperatures, safe in hurricanes and earthquakes, meet the highest

safety and building code standards, and are very economical.  The units use insulation sourced from

Bradford Insulation, Australia’s leading insulation brand.  The units carry a 5-star energy use rating and are

ideal for use in extreme climates

Marketing

We are displaying and using Wing House office units on the internet and in a yard in Thailand while

actively marketing the units by email.  We are offering the units for sale or rental on a 60 day delivery

schedule from order date. We are negotiating financing with the manufacturer to spur sales efforts though

demand for this type of housing has receded.Infrastructure may continue to tender contracts in Asia that

may lead to more “in house” created demand for the units. The Company and Infrastructure will share gross

profits made on any sales or rentals generated by Infrastructure’s efforts.

4

WWA Group

Since the relationship between the Company and WWA Group is one of common management control, we

benefit from the contacts and business development opportunities generated by its business activities. We

intend to provide additional business support to WWA Group as necessary in order to access opportunities

generated in common.

Infrastructure

Since the relationship between the Company and Infrastructure is one of common management control, we

believe that there exists an opportunity to utilize our international presence and existing relationships to

assist Infrastructure in procuring new projects and managing existing ones. We expect to continue to work

with Infrastructure on an as needed basis to provide any assistance that might be required and within our

ability to assist.

Products

Wing Houses come in many building configurations and room configurations, and they retail at

approximately $45,000-$85,000 ex-port in China.  The Wing House is built in China by Renhe

Manufacturing and has been re-branded by the Company.  Renhe has an exclusive distribution agreement

with MKL Asia, a company owned by the original patent holder who is also the principal of Renhe.  MKL

Asia has granted a sub-distribution license to the Company and its affiliates to market and sell Wing House

in North America, the GCC, and most of Southeast Asia.

Wing Houses are suitable for a wide range of applications, including:

     living space

     office space

     on site showrooms

     restaurants

     worker accommodation

     forward operations bases

Standard configurations include:

     3 Bedrooms + 1 Living room + 1 Kitchen + 1 bath + 1 Laundry

     4 Bedrooms + 2 Kitchens + 2 baths

     4 Bedrooms + 4 baths

     6 Bedrooms + 6 baths

     8 Bedrooms + 4 baths

     1 Classroom + 1 bath + 1 Office

     1 large room

The Wing House is available in configurations specifically optimized for classroom use, wired with

high-speed Internet and with computer stations included.

The range of products also includes the newly developed “pop out” 20 and 40 foot rapid deployment units

that slide out in minutes and are also pre-fit with all baths and fixtures.

5

Markets

The Modular Building Institute (MBI) estimates that at the end of 2011 there were well over 500,000

code-compliant relocatable buildings in North America.  MBI estimated that the total value of industry

owned relocatable buildings was between $5.5 - $6.0 billion, and that these assets generated estimated

annual revenues of $3.0 billion. MBI reports that

... fleet owners indicated that top markets served were: classrooms or educational units;

construction site offices; general offices; retail/hospitality; and “energy/industrial” This last

category is comprised mainly of workforce housing accommodations in areas of energy

exploration.

Income from the three largest companies primarily engaged in the sale and lease of relocatable buildings

exceeds 50 percent of the total industry revenue. The ten largest fleet owners account for greater than 75

percent of total revenue while the top twenty account for greater than 90 percent. About 75 percent of all

inventory of relocatable buildings in North America is controlled by the ten largest fleet owners, with 90

percent controlled by the top 20 largest fleet owners.

Fleet owners generated revenue from the following sources:

     Leasing activity – 45%

     Sales – 30%

     Service – (transportation, installation, stairs, ramps, etc.) – 25%

A 2011 report by Sage Policy Group, titled The Economic & Financial Performance of the U.S. Modular

Building Industry, analyzed thousands of relocatable building transactions over a 10 year period. The

average annual return on investment of a relocatable building sold was 18 percent, which was achieved

after an average holding period of 5.8 years.

Change in U.S. Employment by Sector

Dec-07 to

Nov-11 to

May-12

May-12

Combined

Mining (including oil & gas)

16.0%

3.3%

19.30%

Education and Health

9.4%

1.3%

10.70%

Leisure & Hospitality

0.2%

1.0%

1.20%

Professional & Business Services

-1.3%

1.7%

0.40%

Government

-1.8%

-0.2%

-2.00%

Total Non-Farm

-3.6%

0.8%

-2.80%

Trade, Transportation & Utilities

-5.2%

0.7%

-4.50%

Financial Activities

-6.1%

0.4%

-5.70%

Manufacturing

-13.0%

1.5%

-11.50%

Construction

-26.4%

-0.1%

-26.50%

Source: Bureau of Labor Statistics, CES

A Freedonia Group's industry market research report from late 2011 indicated that inside the multi-billion

dollar U.S. nonresidential prefabricated building system industry, modular building systems provide the

best growth opportunities, and commercial applications are expected to post the fastest gains of any major

market. The Company's own research on market demand – combined with new features and refinements of

the product to meet more stringent buyer standards – has influenced it to initiate this rollout in 2013.  The

Company has a target of 100 unit sales in 2013.

6

International Markets

The Company holds distribution rights for the Wing House in both the Gulf Cooperation Council (GCC),

composed of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates.  Fueled by

sustained high oil and gas prices, this has emerged as one of the world’s most rapidly growing regions.

Steffen Hertog of the London School of Economics states:

No other rich region in the world has grown as fast as the GCC in recent years and none has

as rosy an outlook for the near future: IMF estimates of real GDP growth for 2012 range

from 2 percent (Bahrain) to 6.3 percent (Saudi Arabia), with a regional average of 4.9

percent. Average growth for 2013 is expected to again reach above 3 percent - all the while

all countries bar Bahrain are expected to rack up sizeable fiscal surpluses between 5.8 and

26 percent of GDP thanks to continuing high oil prices. Consumer confidence is at an all

time high and privately driven sectors like retail and construction are expanding rapidly.

Non-oil growth is emerging as a major growth driver, as regional governments invest oil income in heavy

industry, infrastructure, and other developments in an effort to diversify their oil-dependent economies.

The combination of high investment in increased energy production and surging investment in economic

diversification creates a significant opportunity for the marketing of modular workforce housing solutions.

Virtually all construction labor in the GCC is provided by contractual workers from other countries.  These

workers are typically housed on job sites, and construction managers need the ability to pack up housing

facilities as jobs finished and move them to other job sites as easily as possible.  The extreme mobility and

rapid deployment of the Wing House make it a strong contender for acceptance in the GCC market.

The Company also holds marketing rights for the Wing House in Southeast Asia, a region that the OECD

expects to maintain a “robust” average of 5.5% over the next five years.  Large infrastructure projects,

energy and mining industry developments, disaster relief, and temporary offices are among the niches open

for the Wing House in Southeast Asia.

Competition

The Wing House mobile shelter faces no direct competition as a prefabricated expandable container-based

mobile shelter system though a variety of site-built shelter options provide indirect competition.  Typical

portable cabins used as temporary offices in some regions are much cheaper than the Wing Houses, but they

(i) have a life span of much less than half that of a Wing House, (ii) cannot be moved and re-used without

virtually rebuilding the units, (iii) can only be trucked as 35 square meters of cabin space per truck (as

opposed to Wing House 80 square meter per truck folded in), and (iv) have inferior wiring, lighting, bath

fixtures, and insulation.  The Wing Houses are competitively priced in certain markets, and for certain users

that are looking for more modern and efficient workforce accommodation as opposed to the more utilitarian

pre-fabricated structures used in the past.

A number of US and Canadian companies compete in the high quality prefabricated structure market,

notably Sunbelt Modular, Pacific Mobile Structures, Mobile Modular, Satellite Shelters, Williams

Scotsman, M Space Modular Buildings, and ModSpace.  These companies use a variety of systems,

typically “panelized”, to install mobile structures in various configurations.  Many of these structures are

designed to be semi-permanent, and fill a distinctly different niche from the Wing House.  They offer

greater flexibility in terms of size, with larger and more open floor plans available.  They are also typically

more expensive and require more time to install.  While these structures will continue to dominate the

market for larger structures, the Company believes that the Wing House will fill an underserved niche

demand for high quality structures offering a far higher degree of mobility and far faster installation than

current offerings.

7

The Company also competes with companies focused on the leasing of modular workforce housing and the

management of workforce housing facilities.  Companies engaged in this business include Black Diamond

Group Limited, Target Logistics, Atco Structures and Logistics, Rapid Camp Ltd, Guerdon Modular

Buildings, Williams Scotsman, Stock Modular, Wilmot Modular Structures, and many others.  While some

of these companies do produce their own modular housing units, their primary business lies in leasing,

installation, and management of workforce camps. The rapid growth of this sector is demonstrated by the

recent results of the Black Diamond Group, a publicly traded industry leader with operations focused on

Western Canada.

Black Diamond Group Operating

Income (Millions CAD)

2009

$20

2010

$27

2011

$63

2012

$72

Source: Morningstar.ca

The Company recognizes these companies as competitors but also sees them as potential customers.  If the

Company can provide these companies with a facility option that is more economical, more efficient, and

more easily portable than the structures they currently use, we believe that a significant number of these

companies would adopt the Wing House as part of their leasing fleet.

Patents, Trademarks, Licenses, Franchises,

Concessions, Royalty Agreements and Labor Contracts

We neither own nor have applied for any patents or trademarks. We do not license any of our technology

from other companies.  However, we have a distribution agreement with Renhe for the Wing Houses.

Marketing and Advertising Methods

The Company markets the Wing Houses through traditional methods, internet web sites and emails

Dependence on Major Customers or Suppliers

The Company is not dependent on one or a few customers, as we have a product targeted to a wide range of

buyers.

Governmental and Environmental Regulation

Health and Safety

We are subject to numerous health and safety laws and regulations imposed by the governments controlling

the jurisdictions in which we operate and by or clients and project financiers. These regulations are

frequently changing, and it is impossible to predict the effect of such laws and regulations on us in the

future. We actively seek to maintain a safe, healthy and environmentally friendly work place for all of our

employees and those who work with us. However, we provide some of our services in high-risk locations

and as a result we may incur substantial costs to maintain the safety of our personnel. All of our operations

and personnel are covered by comprehensive “all risk” insurance, the costs of which are included in our

contracts.

8

Office of Foreign Assets Control

The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and

enforces economic and trade sanctions based on U.S. foreign policy and national security goals against

targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in

activities related to the proliferation of weapons of mass destruction, and other threats to the national

security, foreign policy or economy of the United States. OFAC acts under presidential national emergency

powers as well as authority granted by specific legislation to impose controls on transactions and freeze

assets under U.S. jurisdiction. Since the Company is a U.S. corporation, it is bound to the regulations of

OFAC. Although we have never contracted nor made any effort to contract with countries which OFAC has

identified as state sponsors of terrorism, the possibility exists that certain OFAC sanctioning methods could

be employed against certain of our operations.

Environmental Regulation

The countries where we do business often have numerous environmental regulatory requirements by which

we must abide in the normal course of our operations. We do not expect costs related to environmental

matters will have a material adverse effect on our consolidated financial position or our results of

operations.

Climate Change Legislation and Greenhouse Gas Regulation

Many studies over the past couple decades have indicated that emissions of certain gases contribute to

warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit

emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on

Climate Change, and the “Kyoto Protocol.” Although the United States did not adopt the Kyoto Protocol,

several states have adopted legislation and regulations to reduce emissions of greenhouse gases.

Additionally, the United States Supreme Court has ruled, in Massachusetts, et al. v. EPA , that the EPA

abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile

sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation

under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and

emissions limits under the Clean Air Act, even without Congressional action. Finally, acts of Congress,

particularly those such as the “American Clean Energy and Security Act of 2009” approved by the United

States House of Representatives, as well as the decisions of lower courts, large numbers of states, and

foreign governments could widely affect climate change regulation. Greenhouse gas legislation and

regulation could have a material adverse effect on our business, financial condition, and results of

operations.

Marketability

Distribution Rights

Despite the relative downturn in construction products across the Gulf Region there continues to be a

market for our Wing House product.  Many of the construction projects in progress require, temporary

mobile housing and offices.  Although our Wing Houses are priced above the market for temporary office

or labor housing, this disadvantage is offset by the superior quality, easy mobility and long life of the Wing

House system.  We are further encouraged that government safety policies for temporary camps and offices

are becoming more restrictive making our Wing Houses an attractive option.  We continue to believe that

our efforts to market Wing Houses will result in sales over the near term and become an important source of

revenue going forward.

9

Employees

The Company has one employee, who also serves as an officer and director. Our chief executive officer

spends approximately 10 hours per week on our business.  We use sales consultants, brokers, attorneys, and

accountants as necessary to assist in the development of our business.

Reports to Security Holders

The Company’s annual report contains audited financial statements. We are not required to deliver an

annual report to security holders and will not automatically deliver a copy of the annual report to our

security holders unless a request is made for such delivery. We file all of our required reports and other

information with the Securities and Exchange Commission (the “Commission”). The public may read and

copy any materials that are filed by the Company with the Commission at the Commission’s Public

Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the

operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements

and forms filed by us with the Commission have also been filed electronically and are available for viewing

or copy on the Commission maintained Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the Commission. The

Internet address for this site can be found at http://www.sec.gov.

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 COMPANY DOES NOT GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS

UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE ITS BUSINESS, IT MAY NOT BE ABLE

TO EFFECTIVELY CONTINUE OPERATIONS

As of December 31, 2012, the Company had a working capital deficit of $15,713. We will have to obtain

additional working capital from debt or equity placements to continue operations. Should we be unable to

secure additional capital, such condition would cause us to reduce expenditures which would have a

material adverse effect on our business.

MARKET ACCEPTANCE OF THE PRODUCTS WE HAVE DISTRIBUTION RIGHTS TO IS CRITICAL

TO OUR GROWTH

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.

10

WE COMPETE WITH 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 an

officer and director of WWA Group and Infrastructure. His responsibilities cause him to divide his time, the

majority of which is dedicated to WWA Group. The division of time however does not necessarily indicate

a division of interests as the Company works with each of WWA Group and Infrastructure in the marketing

of Wing Houses. Nonetheless, his varied responsibilities pose a risk to the Company that it might not

receive the management focus required.

THE COMPANY’S SUCCESS DEPENDS ON ITS ABILITY 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.

OUR BUSINESS 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.

11

Future Risks Related to the Company’s Stock

THE COMPANY INTENDS TO APPLY TO HAVE ITS STOCK QUOTED ON 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.

THE COMPANY’S STOCK PRICE COULD BE VOLATILE

Should a public market for our shares develop, the future market price could be subject to significant

volatility and trading volumes could be low. Factors affecting our market price will include:



perceived prospects;



negative variances in our operating results, and achievement of key business targets;



limited trading volume in shares of our common stock in the public market;



sales or purchases of large blocks of our stock;



changes in, or our failure to meet, earnings estimates;



changes in securities analysts’ buy/sell recommendations;



differences between our reported results and those expected by investors and securities analysts;



announcements of new contracts by us or our competitors;



announcements of legal claims against us;



market reaction to any acquisitions, joint ventures or strategic investments announced by us;



developments in the financial markets;



general economic, political or stock market conditions.

In addition, our future stock price may fluctuate in ways unrelated or disproportionate to our operating

performance. General economic, political and stock market conditions that may affect the market price of

our common stock are beyond our control. The market price of our common stock at any particular time

may not remain the market price in the future. In the past, securities class action litigation has been

instituted against companies following periods of volatility in the market price of their securities. Any such

litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention

and resources.

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.

12

OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING MAY NOT BE CONSIDERED

EFFECTIVE, WHICH CONCLUSION COULD RESULT IN A LOSS OF INVESTOR CONFIDENCE IN

OUR FINANCIAL REPORTS AND IN TURN HAVE AN ADVERSE AFFECT ON SHAREHOLDER

PERCEPTION.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our

management on our internal controls over financial reporting. Such report must contain, among other

matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of

the year, including a statement as to whether or not our internal controls over financial reporting are

effective. This assessment must include disclosure of any material weaknesses in our internal controls over

financial reporting identified by management. Since we are unable to assert that our internal controls are

effective, our shareholders may lose confidence in the accuracy and completeness of our financial reports,

which in turn could have an adverse affect on shareholder perception.

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.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND

EMPLOYEES UNDER NEVADA LAW AND THE EXISTENCE OF INDEMNIFICATION RIGHTS FOR

OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES

BY THE COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS

AND EMPLOYEES.

Our certificate of incorporation contains a specific provision that eliminates the liability of directors for

monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to

give such indemnification to its directors and officers to the extent provided by Nevada law. The Company

may also have contractual indemnification obligations under its employment agreements with its executive

officers. The foregoing indemnification obligations could result in the Company incurring substantial

expenditures to cover the cost of settlement or damage awards against directors and officers, which the

Company may be unable to recoup. These provisions and resultant costs may also discourage the Company

from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may

similarly discourage the filing of derivative litigation by the Company’s stockholders against the

Company’s directors and officers even though such actions, if successful, might otherwise benefit the

Company and its stockholders.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

The Company currently maintains limited executive office space at 700 Lavaca Street, Suite 1400, Austin,

Texas 78701 for which it pays rent of $75 a month on a recurring basis

The Company does not believe that it will need to maintain a larger office at any time in the foreseeable

future in order to carry out its operations.

13

ITEM 3.

LEGAL PROCEEDINGS

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

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

14

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

As of the date of this filing, there is no public market for our securities. The Company has future plans to

file for trading on the OTCBB which is sponsored by the Financial Industry Regulatory Authority

(FINRA). However, there can be no assurance that the Company will ever be accepted for trading on the

OTCBB.  Since there is no public trading of our securities, there is no high or low bid pricing to report.

Capital Stock

The following is a summary of the material terms of the Company’s capital stock. This summary is subject

to and qualified by our articles of incorporation and bylaws.

Common Stock

December 31, 2012 there were 1,645 shareholders of record holding a total of 30,692,727 shares of fully

paid and non-assessable common stock of the 50,000,000 shares of common stock, par value $0.001,

authorized. The board of directors believes that the number of beneficial owners is substantially greater

than the number of record holders because a portion of our outstanding common stock is held in broker

“street names” for the benefit of individual investors. The holders of the common stock are entitled to one

vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common

stock have no preemptive rights and no right to convert their common stock into any other securities. There

are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of December 31, 2012 there were 0 shares of Series 1 preferred issued and outstanding of the 25,000,000

shares of preferred stock, par value of $0.001, authorized. Preferred shares are convertible into 400 shares

of the Company’s common stock, bear interest at 9% per annum, and have no redemption provision.

The Company’s preferred shares may have such rights, preferences and designations as determined by the

board of directors and may be issued in different series’. Series 1 is the only series currently outstanding.

Warrants

As of December 31, 2012 there were no outstanding warrants to purchase shares of our common stock.

Stock Options

As of December 31, 2012 there were no outstanding stock options to purchase shares of our common stock

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any

dividends in the foreseeable future. The payment of dividends is within the discretion of the board of

directors and will depend on our earnings, capital requirements, financial condition, and other relevant

factors. There are no restrictions that currently limit the Company's ability to pay dividends on its common

stock other than those generally imposed by applicable state law.

15

Transfer Agent and Registrar

The Company’s transfer agent and registrar is Interwest Transfer Company, 1981 E. Murray-Holladay

Road, Holladay, Utah, 84117–5164. Interwest’s phone number is (801) 272-9294.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

None.

ITEM  6.

SELECTED FINANCIAL DATA

Not required.

ITEM  7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

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

Forward-looking statements can also 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 current report. Our fiscal year end is December 31.

Discussion and Analysis

General

The Company’s current focus is to work together with WWA Group and Infrastructure to increase the value

of its investment and to leverage those relationships to develop the distribution of Wing House mobile

shelter systems. We anticipate that we will require additional capital to market this business and recognize

that the economic downturn  in the global economy has decreased demand for our products that depend on

the vitality of the construction sector industry in the Gulf Region. Meanwhile, we continue to work towards

the acquisition of EMP.

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 be

in jeopardy.

16

Results of Operations

During the period ending December 31, 2012, 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.

Operating Expenses

Operating expenses for the twelve month period ended December 31, 2012 were $81,306 as compared to

operating expenses of $113,430 for the twelve month period ended December 31, 2011. The decrease in

expenses over the comparative periods can be attributed to decreases in general and administrative

expenses. We expect that operating expenses will decrease until such time as the capital becomes available

to us to expand our marketing efforts.

Other Income/Expenses

Other income for the twelve month period ended December 31, 2012 was $27,690 as compared to other

expenses of $1,409,617 in the twelve month period ended December 31, 2011. Other income in the current

period can be primarily attributed to other income and income from equity investment offset by the

payment of a preferred stock dividend. We expect to continue to realize other income related to our business

investments.

Net Losses

Net losses for the twelve month period ended December 31, 2012 were $53,616 as compared to net losses of

$1,523,047 for the twelve month period ended December 31, 2011. The decrease in net losses in the current

period can be primarily attributed to the transition in the current period to a gain on our equity investments

as compared to a loss in the prior period and the decrease in general and administrative expenses. 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 year ended

December 31, 2012.

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 December 31, 2012, the Company had a working capital deficit of $15,713. Our current assets totaled

$8,049 were comprised of cash totaling $455 and other assets of $7,594. Our total assets were $50,409

consisting of current assets and our equity investments totaling $42,360. At December 31, 2012, our current

and total liabilities were $23,762.

17

Net cash used in operating activities for the year ended December 31, 2012 was $253,506 as compared to

net cash used in operating activities of $32,668 for the year ended December 31, 2011. Net cash used in

development stage activities in the current twelve month period can be attributed primarily to a number of

items that are book expense items which do not affect the total amount relative to actual cash used including

loss on equity investments.  Balance sheet accounts that actually affect cash but are not income statement

related items and thus are added or deducted to arrive at cash used include decrease in other assets and

accounts payable. We expect that net cash used in operating activities will decrease as accounts payable

have significantly decreased as of year-end.

Net cash provided by investing activities for the year ended December 31, 2012 was $190,048 as compared

to zero provided by investing activities for the year ended December 31, 2011. Net cash provided by

financing activities in the current twelve month period can be attributed to proceeds from the sale of stock

and debt settlements. 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 year ended December 31, 2012 was $63,521 as compared

to net cash used in financing activities of $2,006 for the year ended December 31, 2011. Net cash provided

by financing activities in the current twelve month period can be attributed to a issuance of common stock

for cash, and the redemption of preferred stock for common stock, offset by a decrease 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

Off Balance Sheet Arrangements

As of December 31, 2012, 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.

18

Critical Accounting Policies

In the notes to the audited financial statements for the year ended December 31, 2011 included in our Form

10-K, the Company discusses 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.  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 and Results 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; and

     general economic conditions.

19

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 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2012 and 2011 are attached hereto as

F-1 through F-13.

20

ASIA8, INC. AND SUBSIDIARIES

Years Ended December 31, 2012 and 2011

INDEX

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Statements of Operations

F-4

Statements of Stockholders’ Equity

F-5

Statements of Cash Flows

F-6

Notes to Financial Statements

F-7

F-1

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd, Suite 113,

Newark, DE 19711

Phone: 510-274-5471 | pmohapatra@pinakiassociates.com

To the Board of Directors

Asia8 Inc.

700 Lavaca Street, Suite 1400, Austin, Texas 78701

We have audited the accompanying consolidated balance sheets of Asia8, Inc. as of December 31, 2012 and

2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the years

ended December  31,  2012 and  2011.  These  consolidated  financial  statements  are the  responsibility of  the

Company’s  management.  Our  responsibility  is  to  express  an  opinion  on  these  consolidated  financial

statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board

(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the financial statements are free of material misstatement. An audit includes examining, on a

test  basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial  statements.  An  audit  also

includes assessing the accounting principles used and significant estimates made by management, as well as

evaluating  the  overall  financial  statement  presentation.  We  believe  that  our  audits  provide  a  reasonable

basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a

going  concern.  As  discussed  in  Note  2  to  the  financial  statements,  the  Company  has  suffered  recurring

losses  from operations that  raises  a  substantial  doubt  about its ability to continue  as  a  going concern.  The

financial statements do not include any adjustments that might result from the outcome of this uncertainty

In  our  opinion,  the  consolidated  financial  statements  referred  to  above  present  fairly,  in  all  material

respects,  the   financial   position  of  Asia8   Inc.  as  of  December   31,  2012  and  2011,  and  the  related

consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31,

2012  and  2011  ,  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States  of

America.

/s/ Pinaki & Associates LLC.

Pinaki & Associates LLC.

Hayward, CA

April 09, 2013

F-2

ASIA8, Inc.

Consolidated Balance Sheets

Unaudited

Audited

31-Dec-12

31-Dec-11

ASSETS

CURRENT ASSETS

Cash

$

455     $

391

Other current assets

7,594

5,094

Total Current Assets

8,049

5,485

FIXED ASSETS, Net

-

-

OTHER ASSETS

Investments

42,360

214,380

Total Other Assets

42,360

214,380

TOTAL ASSETS    $

50,409     $

219,865

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

$

23,762     $

286,884

Total Current Liabilities

23,762

286,884

TOTAL LIABILITIES

23,762

286,884

STOCKHOLDERS' EQUITY

Preferred stock: 25,000,000 shares authorized;

$0.001 par value; 0  and 1,000 shares

-

2

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

24,411

Additional paid-in capital

3,762,212

3,621,210

Accumulated deficit

(3,766,257)

(3,712,641)

Total Stockholders' Equity

26,647

(67,018)

TOTAL LIABILITIES AND STOCKHOLDERS'

EQUITY

$

50,409     $

219,865

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

F-3

Asia 8 Inc

Consolidated Statements of Operations

For The Years Ended December 31,

2012

2011

REVENUES

$

-    $

-

COST OF GOODS SOLD

-

-

GROSS PROFIT

-

-

OPERATING EXPENSES :

General and administrative

81,306

113,430

Depreciation and amortization

-

-

TOTAL OPERATING EXPENSES

81,306

113,430

LOSS FROM OPERATIONS

(81,306)

(113,430)

OTHER INCOME (EXPENSES)

Other income

16,503

64,627

Preferred stock dividend

(6,840)

(20,520)

Income from equity investment

18,028

(1,453,724)

TOTAL OTHER INCOME (EXPENSES)

27,690

(1,409,617)

NET INCOME (LOSS)

(53,616)

(1,523,047)

BASIC INCOME (LOSS) PER SHARE

(0.00)

(0.06)

FULLY DILUTED INCOME (LOSS) PER SHARE

(0.00)

(0.06)

BASIC WEIGHTED AVERAGE NUMBER OF SHARES

OUTSTANDING

30,692,727

24,158,876

FULLY DILUTED WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

28,341,505

24,158,876

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

F-4

ASIA8, Inc.

Audited Statements of Stockholders' Equity

Additional

Accumulated

Total

Preferred Stock

Common Stock

Paid-In

Deficit

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

$

Balance, December 31, 2007

1,000     $

1     $     23,071,835      $

23,072      $

3,280,227      $

(72,598)

3,230,702

Common stock issued for debt

at $0.16 per share

-

-

1,084,243

1,084

172,394

-

173,478

Preferred stock issued for debt

at $100.00 per share

1,280

1

-

-

127,999

-

128,000

Net loss for the year ended

December 31, 2008

-

-

-

-

-

(130,656)

(130,656)

Balance, December 31, 2008

2,280     $

2     $     24,156,078     $

24,156     $

3,580,620     $

(203,253)     $

3,401,525

Common stock issued for debt

at $0.16 per share

-

-

255,282

255

40,590

-

40,845

Net loss for the year ended

December 31, 2009

-

-

-

-

-

(1,373,535)

(1,373,535)

Balance, December 31, 2009

-     $

2

24,411,360      $

24,411      $

3,621,210      $

(1,576,788)     $

2,068,835

Net loss for the year ended

December 31, 2010

-

-

-

-

-

(612,806)

(612,806)

Balance, December 31, 2010

-     $

2

24,411,360     $

24,411     $

3,621,210     $

(2,189,594)

1,456,029

Net loss for the year ended

December 31, 2011

-

-

-

-

-

(1,523,047)

(1,523,047)

Balance, December 31, 2011

-     $

2

24,411,360     $

24,411     $

3,621,210     $

(3,712,641)     $

(67,018)

Common stock issued for debt

at $0.03 a share.

-

-

2,129,367

2,129

61,752

-

63,881

Common stock issued for preferred

shares at $0,075 per share

-

-

3,040,000

3,040

224,960

-

228,000

Common stock issued for interest on

preferred shares at $0.075 per share

-

-

1,112,000

1,112

82,288

-

83,400

Preferred shares retired

-

(2)

-

-

(227,998)

-

(228,000)

Net loss for the year ended

-

-

-

-

-

(53,616)

(53,616)

December 31, 2012

-     $

-

30692,727     $

30,692     $

3762,211     $

(3,766,257)     $

26,647

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

F-5

Asia 8, Inc.

Statement of Cash Flows

For the Year Ended

For The Year Ended

December 31

December 31,

2012

2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(53,616)    $

(1,523,047)

Adjustments to reconcile net loss to

net cash used by operating activities:

Depreciation expense

-

-

(Gain) Loss on disposition of assets

-

-

(Gain) Loss on equity investments

(18,028)

1,453,724

Loss on Investments

-

-

Changes in operating assets and liabilities

(Increase) decrease in receivables

-

-

(Increase) decrease in other current assets

(2,500)

(1,500)

Increase (decrease) in accounts payable and

accrued expenses

(179,362)

38,155

Net Cash Used in Operating Activities

(253,506)

(32,668)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of investments

81,000

Debt Settlement by issuance of equity investment

109,048

-

Net Cash Provided by (Used in)

Investing Activities

190,048

-

CASH FLOWS FROM FINIANCING ACTIVITIES

Common and preferred stock issued for cash/debt

147,280

-

Increase(decrease) in note payable

(83,759)

(2,006)

Net Cash Provided by Financing Activities

63,521

(2,006)

NET INCREASE (DECREASE) IN CASH

63

(34,675)

CASH AT BEGINNING OF PERIOD

391

35,066

CASH AT END OF PERIOD

$

455    $

391

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

F-6

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 1 - ORGANIZATION AND HISTORY

Asia8, Inc. (formerly Asia4sale.com, Inc.), a Nevada corporation, was incorporated in September of 1996.

The Company was formerly known as H&L Investments, Inc. The name of the corporation was changed to

Asia4sale.com,  Inc.,  on  December  22,  1999  and  a  Certificate  of  Amendment  of  Articles  of  Incorporation

duly filed with the Office of the Secretary of State for the State of Nevada on December 29, 1999.

The  Company changed  its  name  on  December  22,  1999  with  the  intent  to  acquire  Asia4Sale.com,  Ltd.,  a

Hong Kong registered software development company (“LTD”) which was incorporated in March of 1999.

At  that  time the Company had  1,000,000  shares  of common  stock outstanding and  no  assets  or  liabilities.

The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares

to acquire LTD. On December 11, 2000, the Company executed a 1 for 1 stock dividend.

The  Company  thus  became  a  software  development  company  in  the  process  of  designing  and  building  a

web  based system  for  B2B  and  B2C selling,  bartering,  and  auctioning of  consumer  goods  and  services  to

the Asian market place.

In 2000 the Company spent significant funds developing its software and attempting to market its software

through  various  media  channels.  The  development  and  marketing  operations,  handled  through  wholly

owned subsidiary LTD., were ceased in mid 2000 due to lack of acceptance of the Company’s products and

an  overall  downturn in the popularity of  emerging B2C  and  B2B products.  The Company eventually sold

Asia4Sale.com, Ltd. to an unrelated party 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”)  in  which  it  currently

holds an unconsolidated 26.99% equity position.

The Company maintains 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.

F-7

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

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.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The  Company’s  financial  statements  are  prepared  using  the  accrual  method  of  accounting.  The

Company has elected a December 31 year-end.

b. Basic Loss per Share

For the Year Ended December 31, 2012

Income

Shares

Per-Share Amount

(Numerator)

(Denominator)

$

(53,616)

30,692,727    $

(0.00)

For the Year Ended December 31, 2011

Income

Shares

Per-Share Amount

(Numerator)

(Denominator)

$

(1,523,047)

24,158,876

(0.06)

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.

c. Provision for Taxes

Deferred  taxes  are  provided  on  a  liability  method  whereby  deferred  tax  assets  are  recognized  for

deductible temporary differences and operating loss and tax credit carry forwards and deferred tax

liabilities   are   recognized   for   taxable   temporary   differences.   Temporary   differences   are   the

differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax

assets are reduced by a valuation allowance when, in the opinion of management, it is more likely

that  not that  some  portion or all of the deferred tax assets will not  be  realized. Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-8

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Provision for Taxes (Continued)

Net deferred tax assets consist of the following components as of December 31, 2012 and 2011:

2012

2011

Deferred tax assets

NOL Carryover

$

813,537    $

813,537

Valuation allowance

(813,537)

(813,537)

Net deferred tax asset

$

-    $

-

The income tax provision differs from the amount of income tax determined by applying the U.S.

federal income tax rate of 39% to pretax income from continuing operations for the years ended

December 31, 2012 and 2011 due to the following:

2012

2011

Book income (loss)

$

(71,644)    $

(69,323)

Income from equity investment

18,028

(1,453,274)

Valuation allowance

53,616

1,523,047

$

-    $

-

At  December  31,  2012,  the  Company  had  net  operating  loss  carry  forwards  of  approximately

$3,766,257 that  may be offset  against  future  taxable income through  the  year  2029.  No tax benefit

has  been  reported  in  the  December  31,  2012  financial  statements  since  the  potential  tax  benefit  is

offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry

forwards  for  Federal  income  tax  reporting  purposes  are  subject  to  annual  limitations.  Should  a

change in ownership occur, net operating loss carry forwards may be limited as to use in the future.

d. 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 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.

e. Fair Value of Financial Instruments

As  at  December  31,  2012,  the  fair  value  of  cash  and  accounts  and  advances  payable,  including

amounts  due  to  and  from  related  parties,  approximate  carrying  values  because  of  the  short-term

maturity of these instruments.

F-9

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Recent Accounting Pronouncements

In   June   2011,   the   FASB   issued   ASU   No. 2011-05, Comprehensive   Income   (Topic   220):

Presentation  of  Comprehensive  Income to  increase  the  prominence  of  items  reported  in  other

comprehensive  income.  Specifically,  the  new  guidance  allows  an entity to present  components of

net  income  or  other  comprehensive  income  in  one  continuous  statement,  referred  to  as  the

statement  of  comprehensive  income,  or  in  two  separate,  but  consecutive  statements.  The  new

guidance eliminates the current option to report other comprehensive income and its components in

the   consolidated   statement   of   shareholder's   equity.   While   the   new   guidance   changes   the

presentation of comprehensive income, there are no changes to the components that are recognized

in  net  income  or  other  comprehensive  income  under  current  accounting  guidance.  This  new

guidance  is  effective  for  fiscal  years  and interim  periods  beginning  after  December 15,  2011.  We

adopted  the  new  guidance  and  it  had  no  impact  on  our  consolidated  financial  position,  results  of

operations or cash flows.

In   September   2011,   the   FASB   issued   Accounting   Standards   Update   (ASU)   No.   2011-08,

Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is

intended  to  simplify  how  entities,  both  public  and  nonpublic,  test  goodwill  for  impairment.  ASU

2011-08 permits an entity to  first assess qualitative factors to determine whether it is "more likely

than  not"  that  the  fair  value  of  a  reporting  unit  is  less  than  its  carrying  amount  as  a  basis  for

determining whether it is necessary to perform the two-step goodwill impairment test described in

Topic  350,  Intangibles-Goodwill  and  Other.  The  more-likely-than-not  threshold  is  defined  as

having a likelihood of  more than 50%. ASU  2011-08 is  effective for  annual  and interim  goodwill

impairment  tests  performed  for  fiscal  years  beginning  after  December  15,  2011.  We  adopted  the

new guidance and it had no impact  on our  consolidated financial  position, results of  operations or

cash flows.

In  February  2013,  the  FASB  issued  authoritative  guidance  related  to  reclassifications  out  of

accumulated  OCI.  Under  the  amendments  in  this  update,  an  entity  is  required  to  report,  in  one

place,  information  about  reclassifications  out  of  accumulated  OCI  and  to  report  changes  in  its

accumulated OCI balances. For significant items reclassified out of accumulated OCI to net income

in  their  entirety  in  the  same  reporting  period,  reporting  is  required  about  the  effect  of  the

reclassifications  on  the  respective  line  items  in  the  statement  where  net  income  is  presented.  For

items  that  are  not  reclassified  to  net  income  in  their  entirety in  the  same  reporting  period,  a  cross

reference  to  other  disclosures  currently required  under  U.S.  GAAP  is  required  in  the  notes  to  the

consolidated financial statements. We plan to adopt this  guidance in the first quarter of fiscal year

2013  and  do  not  believe  that  the  adoption  of  this  guidance  will  have  a  material  impact  on  its

Consolidated Financial Statements.

g. Concentration of Risk

The Company does not rely on any one or a few major customers for sales revenue.

F-10

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Revenue Recognition

Revenues  consist  of  revenues  earned  in  the  Company’s  capacity  as  seller  of  certain  products  by

direct and brokered sale. All revenue is recognized when the sale is complete and the Company has

determined that the proceeds are collectible.

All costs of goods sold are accounted for under Costs of Goods Sold.

i. Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments

purchased with a maturity of three months or less to be cash equivalents to the extent the funds are

not being held for investment purposes.

j. Accounts Receivable

Accounts  receivable  are  carried  at  original  invoice  amount  less  an  estimate  made  for  doubtful

receivables based on a review of all outstanding amounts on a monthly basis. Specific reserves are

estimated  by  management  based  on  certain  assumptions  and  variables,  including  the  customer’s

financial  condition,  age  of  the  customer’s  receivables,  and  changes  in  payment  histories.  Trade

receivables are written off when deemed uncollectible. Recoveries of trade receivables previously

written off are recorded when received.

A trade receivable is considered to be past due if any portion of the receivable balance has not been

received by the contractual pay date. Interest is not charged on trade receivables that are past due.

NOTE 4 - SIGNIFICANT EVENTS

On May 1, 2007 the Company entered into an agreement to acquire the exclusive distribution rights to sell

Furukawa Unic Cranes in the U.A.E., along with ownership of $415,000 of the seller’s equipment assets in

the  U.A.E.  As  per  the  agreement,  the  Company committed  to  seller  800,000  shares  of  its  common  stock,

and assumed associated liabilities totaling $415,000.

On May 1, 2007 the Company entered into an agreement to acquire the first right of refusal to acquire the

exclusive  rights  to  sell  Trident  Tri-Car  vehicles  in  20  countries  chosen  by  the  Company.  The  agreement

required the Company to pay $65,000 in cash consideration to the seller for a 2-year first right of refusal for

the  20  countries,  plus  additional  cash  commitments  for  each  country  when  test  vehicles  are  sent  to  the

country and the Company commits to becomes the exclusive distributor in that country.

On   May   1,   2007,   the   Company   entered   into   an   agreement   to   acquire   the   rights   to   the   exclusive

distributorship agreement for Atomix Boats in the U.A.E., manufactured in China by the Atomix Boats Co.

Ltd. Zhejiang, in exchange for 600,000 shares of the Company’s common stock

During  the  year  ended  December  31,  2008,  the  Company  issued  1,084,243  shares  of  common  stock  by

converting notes payables  into equity at  $0.16 per share.  In  addition,  the Company issued  1,280 shares of

preferred stock at $100 per share.

F-11

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 4 - SIGNIFICANT EVENTS (Continued)

On  April  27,  2007  the  Company  elected  to  reverse-split  its  common  stock  on  a  one-share-for-two-share

basis. All references to common stock within these financial statements have been retroactively restated to

reflect this reverse stock-split.

NOTE 5- 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 year ended December 31,

2012.

NOTE 6- EQUITY TRANSACTIONS

In  2012,  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  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.

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.

In  2008,  the  Company  issued  1,280  shares  of  preferred  stock  for  $100  per  share.  Each  share  of  preferred

stock is convertible to 400 shares of common stock. The Series 1 preferred shares have a coupon rate of 9%

interest per annum, with no redemption provision.

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

stock is convertible to 400shares of common stock. The Series 1 preferred shares have a coupon rate of 9%

interest per annum, with no redemption provision.

F-12

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 7- SUBSEQUENT EVENTS

The Company evaluated its December 31, 2012 financial statements for subsequent events through the date

the financial statements were issued. The Company is not aware of any subsequent events which would

require recognition or disclosure in the financial statements.

F-13

ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s

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”)) as of December 31, 2011.

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.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control

over financial reporting. The Company’s internal control over financial reporting is a process, under the

supervision of the chief executive officer and the chief financial officer, designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Company’s financial

statements for external purposes in accordance with United States generally accepted accounting principles

(GAAP).  Internal control over financial reporting includes those policies and procedures that:

     Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the Company’s assets;

     Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

the financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures are being made only in accordance with authorizations of management

and the board of directors; and

     Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the Company’s assets that could have a material effect on the financial

statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

21

The Company’s management conducted an assessment of the effectiveness of our internal control over

financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which

assessment did not identify any material weaknesses in internal control over financial reporting. A material

weakness is a control deficiency, or a combination of deficiencies in internal control over financial

reporting that creates a reasonable possibility that a material misstatement in annual or interim financial

statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of

our internal control over financial reporting did identify a material weakness, management considers its

internal control over financial reporting to be ineffective.

The Company identified the following material weakness: Lack of Appropriate Independent Oversight.

The board of directors has not provided an appropriate level of oversight of the Company’s financial

reporting and procedures for internal control over financial reporting since there is, at present, only one

independent director who could provide an appropriate level of oversight, including challenging

management’s accounting for and reporting of transactions.  While this control deficiency did not result in

any audit adjustments to our 2012 or 2011 interim or annual period financial statements, it could have

resulted in material misstatement that might have been prevented or detected by independent oversight.

Accordingly we have determined that this control deficiency constitutes a material weakness.

The Company intends to remedy the material weaknesses by forming an audit committee made up of

independent directors that will oversee management.

This annual report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting.  We were not required to have, nor have we,

engaged our independent registered public accounting firm to perform an audit of internal control over

financial reporting pursuant to the rules of the Commission that permit us to provide only management’s

report in this annual report.

Changes in Internal Controls over Financial Reporting

During the period ended December 31, 2012, 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.

ITEM 9B

OTHER INFORMATION

None.

22

PART III

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each director and executive officer of the

Company as of December 31, 2012:

Name

Age

Year Appointed

Positions and Offices

Eric Montandon

47

2000

Chief Executive Officer, Chief Financial

Officer, Principal Accounting Officer,

and Director

Alfredo “Alex” Cruz

54

2006

Secretary and Director

Eric Montandon was appointed as an officer and director of the Company in April 2000. He will serve

until the next annual meeting of our shareholders and his successor is elected and qualified.

Business Experience:

Mr. Montandon joined the board of directors of the Company in 2000 and became its CEO and CFO. He

was instrumental in the Company’s acquisition and development of World Wide. His primary business

focus has been on those two companies and WWA Group since 2003. In 1994 Mr. Montandon was

involved in forming Momentum Asia, Inc., a design and printing operation in Subic Bay, Philippines.

He operated this company as its CEO until the middle of 2000. Between 1988 and 1992 he worked for

Winius-Montandon, Inc. as a commercial real estate consultant and appraiser in Phoenix, Arizona.

Officer and Director Responsibilities and Qualifications:

Mr. Montandon is responsible for the overall management of the Company and is involved in many of

its day-to-day operations, finance and administration.

Mr. Montandon graduated from Arizona State University in 1988 with a Bachelor’s Degree in Business

Finance. He has worked with early stage companies for the past two decades.

Other Public Company Directorships in the Last Five Years:

Over the last five years Mr. Montandon has been an officer and/or director of three other public

companies: WWA Group (from February 2000 to present) (chief executive officer, chief financial

officer and director), Net Telecommunications, Inc., formerly a telecommunications service provider

(from September 2000 to present) (director) and Infrastructure Developments, a project management

company (from May 2011 to present).

Alfredo Cruz has served as director since January of 2006 and as corporate secretary since 2000 through the

present.

23

Business Experience:

Mr. Cruz has an established corporate legal practice, Cruz & Reyes Law Offices, in Manila, the Philippines,

and is currently its managing partner. He has 15 years of experience in corporate law. Mr. Cruz’s vast

experience in corporate work focuses on the legal management of both domestic and foreign investments.

His concentration is on mergers and acquisitions, joint ventures, incorporations, administrative licensing,

and corporate housekeeping; he also has general exposure in trial and appellate litigation in Contract,

Corporate, Domestic Relations, Entertainment, Insurance, Injunction, and Libel Law.

Officer and Director Responsibilities and Qualifications:

Mr. Cruz is responsible for overseeing management of the Company and is involved at the board of

directors level as an independent director.

Mr. Cruz graduated from the University of the Philippines in 1982 with a Bachelor's Degree in Economics.

He continued on at the University of the Philippines and received his law degree in 1986.

Other Public Company Directorships in the Last Five Years:

None.

Term of Office

Our directors are appointed for a one (1) year term to hold office, until the next annual meeting of our

shareholders, or until removed from office in accordance with our bylaws. Our executive officers are

appointed by our Board of Directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors or executive officers

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings

that are material to an evaluation of the ability or integrity of any of the Company’s directors, persons

nominated to become directors or executive officers.

Compliance with Section 16(A) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are unaware of any persons

or entities which, during the period ended December 31, 2011, failed to file, on a timely basis, reports

required by Section 16(a) of the Securities Exchange Act of 1934.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the

Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the

principal executive officer, principal financial officer, controller, and persons performing similar functions.

The Company has incorporated a copy of its Code of Ethics by reference as Exhibit 14 to this Form 10-K.

Further, the Company’s Code of Ethics is available in print, at no charge, to any security holder who

requests such information by contacting the Company.

24

Board of Directors Committees

The board of directors has not yet established an audit committee or a compensation committee or

nominating committee.

An audit committee typically reviews, acts on and reports to the board of directors with respect to various

auditing and accounting matters, including the recommendations and performance of independent auditors,

the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and

financial control policies and procedures.  Certain stock exchanges currently require companies to adopt a

formal written charter that establishes an audit committee that specifies the scope of an audit committee’s

responsibilities and the means by which it carries out those responsibilities.  In order to be listed on any of

these exchanges, the Company will be required to establish an audit committee.

The board of directors has not established an audit committee, compensation committee or nominating

committee since it believes that the board of directors, consisting of only two individuals, can efficiently

and effectively fulfill these functions.

Director Compensation

Directors receive no compensation for their services as directors. We do not anticipate adopting a provision

for compensating directors in the foreseeable future.

ITEM 11

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Since the Company is in the development stage, no salary is paid to retain the services of our executive

officer. Should that determination change, the amount we deem appropriate to compensate our executive

officer will be determined in accordance with market forces though we have no specific formula to

determine compensatory amounts at this time. While we have deemed that our current lack of a

compensatory program and the decisions regarding compensation are appropriately suited for our current

objectives, we may adopt a compensation program in the future to include a salary for our executive officer

and any additional future executive employees, which compensation may include options and other

compensatory elements.

Table

The following table provides summary information for 2012 and 2011 concerning cash and non-cash

compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the chief

financial officer and (ii) any other employee to receive compensation in excess of $100,000.

Summary Executive Compensation Table

Name and

Year

Salary

Bonus

Stock

Option

Non-Equity

Change in

All Other

Total

Principal

($)

($)

Awards      Awards

Incentive Plan      Pension Value

Compensation

($)

Position

($)

($)

Compensation

and

($)

($)

Nonqualified

Deferred

Compensation

($)

Eric Montandon,      2012

-

-

-

-

-

-

-

-

CEO, CFO,

2011

-

-

-

-

-

-

-

-

PAO, and

director

25

The Company has no option or stock award plans.

The Company has no consulting agreements with its executive officer.

The Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid

primarily following retirement.

The Company has no agreement that provides for payment to our executive officer at, following, or in

connection with the resignation, retirement or other termination, or a change in control of Company or a

change in our executive officer's responsibilities following a change in control.

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 30,692,727

shares of common stock issued and outstanding as of April 10, 2013, with respect to: (i) all directors; (ii)

each person known by us to be the beneficial owner of more than five percent of our common stock; and

(iii) our directors and executive officers as a group.

Title of

Names and Addresses of Directors, Officers and

Number of

Percent of

Class

Beneficial Owners

Shares

Class

Eric Montandon

Common     Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer, and Director

1,660,816

5.41%

700 Lavaca Street, Suite 1400, Austin, Texas  78701

Alfredo Alex S. Cruz III

Common     Director and Secretary

135,934

0.44%

700 Lavaca Street, Suite 1400, Austin, Texas 78701

Adderley Davis & Associates, Ltd.

Common     Suite Z12, P.O. Box 8497, SAIF Zone, Sharjah, United

6,082,433

19.82%

Arab Emirates

Common     All executive officers and directors as a group (2)

1,796,750

5.85%

ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Transactions

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse,

parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or

indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed

transaction which, in either case, has or will materially affect us except as follows:

     On May 20, 2012 the Company authorized the issuance of 1,450,500 restricted common shares to

Eric Montandon pursuant to a debt settlement agreement valued at $0.03.

26

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ

Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or

she is also an executive officer or employee of the corporation. Accordingly, we consider Alfredo “Alex”

Cruz to be an independent director.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following is a summary of the fees billed to us by Pinaki & Associates LLC (“Pinaki”) for professional

services rendered for the past two fiscal years:

Auditors’ Fees and Services

2012

2011

Audit fees

$15,000

$15,000

Audit-related fees

Tax fees

All other fees.

Total fees paid or accrued to our principal accountants

$15,000

$15,000

Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements

and review of the interim financial statements included in quarterly reports and services that are normally

provided by Pinaki in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to us by Pinaki, as

detailed above, were pre-approved by our board of directors.

Pinaki performed all work only with their permanent full time employees.

27

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages

F-1 through F-13, and are included as part of this Form 10-K:

Financial Statements of the Company for the years ended December 31, 2012 and 2011:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Statements of Income

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

(b) Exhibits

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

page 30 of this Form 10-K, and are incorporated herein by this reference.

(c) Financial Statement Schedules

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are

either not applicable or the required information is included in the financial statements or notes thereto.

28

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

April 10, 2013

By: Eric Montandon

Its: Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date

/s/ Eric Montandon

April 10, 2013

Eric Montandon

Chief Executive Officer, Chief Financial Officer, Principal Accounting

Officer and Director

/s/ Alfredo Cruz

April 10, 2013

Alfredo “Alex” Cruz

Director

29

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).

31

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).

32

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.

30