**SECURITIES AND        EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM        10-QSB**

*(Mark        One)*

þ     Quarterly        report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly        period ended **September 30, 2007**.

 ̈             Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the        transition period from                            to                    .

Commission file        number: **0-27735**

**ASIA8,        INC.**

**(Formerly        "Asia4Sale.com, Inc.")**        (Exact name of small business issuer as specified in its charter)

| **NEVADA**                        (State or other jurisdiction of incorporation or organization) | **77-0438927**                        (IRS Employer Identification Number) |
|--------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|

**2465 West 12th        Street, Suite # 2, Tempe, AZ 85281-6935**        (Address of Principal Executive        Office)          (Zip Code)

**(480)        505-0070**        (Issuer’s telephone number)

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

Yes             þ                     No              ̈                    

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

Yes              ̈                     No             þ                    

The number of outstanding shares of        the registrant’s common stock, $0.001 par value (the only class of voting stock), as        of November 19, 2007 was 23,040,113.

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**TABLE OF CONTENTS**

|                                 |                                                                                  |                                                                                                                                                                                                                   |   |     |   |   |
|--------------------------------------|---------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|--------|
|                                 |                                                                                  |                                                                                                                                                                                                                   |   | **Page** |
|                                 |                                                                                  |                                                                                                                                                                                                                   |   |          |
| **PART I. **                    |                                                                                  |                                                                                                                                                                                                                   |   |     |
|                                 | **Item 1. Financial                Statements**                                  |                                                                                                                                                                                                                   |   | 3        |   |
|                                 |                                                                                  | Unaudited Balance Sheets as of September 30,                        2007                                                                                                                                               |   |     | 4      |   |
|                                 |                                                                                  | Unaudited Statements of Operations for the                        three and nine month periods ended September 30, 2007 and 2006 and the                        period from inception  to September 30, 2007 |   |     | 5      |   |
|                                 |                                                                                  | Unaudited Statements of Cash Flows for the                        nine month periods ended September 30, 2007 and 2006 and the period                        from inception  to September 30, 2007           |   |     | 6      |   |
|                                 |                                                                                  | Notes to the Unaudited Financial                        Statements                                                                                                                                                     |   |     | 7      |   |
|                                 |                                                                                  |                                                                                                                                                                                                                        |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                        |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                        |   |     |        |   |
|                                 | **Item 2. Management's Discussion and                        Analysis**          |                                                                                                                                                                                                                   |   | 9        |   |
|                                 | **Item 3. Controls                and Procedures**                               |                                                                                                                                                                                                                   |   | 25       |   |
| **Part II. **                   |                                                                                  |                                                                                                                                                                                                                   |   |     |
|                                 | **Item 1. Legal                Proceedings**                                     |                                                                                                                                                                                                                   |   | 25       |   |
|                                 | **Item 2.                Unregistered Sales of Equity Securities**               |                                                                                                                                                                                                                   |   | 26       |   |
|                                 | **Item 3. Defaults                Upon Senior Securities**                       |                                                                                                                                                                                                                   |   | 26       |   |
|                                 | **Item 4.                Submission of Matters to a Vote of Securities Holders** |                                                                                                                                                                                                                   |   | 27       |   |
|                                 | **Item 5. Other                Information**                                     |                                                                                                                                                                                                                   |   | 27       |   |
|                                 | **Item 6.                Exhibits**                                              |                                                                                                                                                                                                                   |   | 27       |   |
|                                 | **Signatures**                                                                        |                                                                                                                                                                                                                   |   | 28       |   |
| **Index to                Exhibits** |                                                                                  |                                                                                                                                                                                                                   | 29     |     |

**            2        **

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**PART I – FINANCIAL INFORMATION**

**Item 1. Financial Statements**

As used        herein the terms “Company,” “our,” “we,” and        “us” refer to Asia8, Inc. (formerly “Asia4Sale.com, Inc.”), unless        otherwise indicated. In the opinion of management, the accompanying unaudited financial        statements included in this Form 10-QSB reflect all adjustments (consisting only of normal        recurring accruals) necessary for a fair presentation of the results of operations for the        periods presented. The results of operations for the periods presented are not necessarily        indicative of the results to be expected for the full year.

 

 

 

 

 

 

 

 

 

3

 

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| **ASIA8, INC.**

**(Formerly Asia4Sale.com, Inc.)**

**(A Development Stage Company)**

**Balance Sheets (Unaudited)**                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ASSETS                                                                                                                                                                                                    |
|                                                                                                                                                                                                      |   |   |   |   | Sept 30, |   | December 31, |
|                                                                                                                                                                                                      |   |   |   |   | 2007 |   | 2006 |
|                                                                                                                                                                                                      |   |   |   |   | (Unaudited) |   |   |
| CURRENT ASSETS                                                                                                                                                                                            |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      | Cash |   |   | $ | 2,639 |   | $ | 545 |
|                                                                                                                                                                                                      |   | Total Current Assets |   |   | 2,639 |   |   | 545 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
| FIXED ASSETS                                                                                                                                                                                              |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      | Equipment, Net |   |   |   | 289,384 |   |   | 1,530 |
|                                                                                                                                                                                                      |   | Total Fixed Assets |   |   | 289,384 |   |   | 1,530 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                                                                                                                                                              |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      | Receivables |   |   |   | 331,410 |   |   |   |
|                                                                                                                                                                                                      | Inventory |   |   |   | 136,241 |   |   |   |
|                                                                                                                                                                                                      | Other receivables |   |   |   | 101,500 |   |   | 101,500 |
|                                                                                                                                                                                                      | Equity investment |   |   |   | 2,756,939 |   |   | 2,439,776 |
|                                                                                                                                                                                                      | Prepaids |   |   |   | 19,905 |   |   |   |
|                                                                                                                                                                                                      | Other investments |   |   | 6,480 |   |   | 6,480 |
|                                                                                                                                                                                                      | Note receivable |   |   |   | 900,000 |   |   | 900,000 |
|                                                                                                                                                                                                      | Deposit |   |   |   | 4,360 |   |   | 4,360 |
|                                                                                                                                                                                                      |   | Total Other Assets |   |   | 4,256,834 |   |   | 3,452,116 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      |   | TOTAL ASSETS |   | $ | 4,548,857 |   | $ | 3,454,191 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                        (DEFICIT)                                                                                                                                     |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      | Accounts payable and accrued expenses | $ | 372,794 |   | $ | 44,706 |
|                                                                                                                                                                                                      | Notes payable |   |   |   | 1,056,745 |   |   | 948,400 |
|                                                                                                                                                                                                      |   | Total Current Liabilities |   | 1,429,539 |   |   | 993,106 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                            |   |   |   |   |   |
|                                                                                                                                                                                                      | Preferred stock; 25,000,000 shares authorized, |   |   |   |   |   |
|                                                                                                                                                                                                      | at $0.001 per share, 100,000 and -0- shares                        issued |   |   |   |   |   |
|                                                                                                                                                                                                      | and outstanding, respectively |   | 100,000 |   |   | - |
|                                                                                                                                                                                                      | Common stock; 100,000,000 shares authorized, |   |   |   |   |   |
|                                                                                                                                                                                                      | at $0.001 par value, 22,850,608 and 20,947,858 |   |   |   |   |   |
|                                                                                                                                                                                                      | shares issued and outstanding, respectively |   | 22,851 |   |   | 20,948 |
|                                                                                                                                                                                                      | Additional paid-in capital |   |   | 3,180,448 |   |   | 2,877,552 |
|                                                                                                                                                                                                      | Deficit accumulated prior to the development                        stage |   | (1,200) |   |   | (1,200) |
|                                                                                                                                                                                                      | Accumulated deficit |   |   | (182,781) |   |   | (436,215) |
|                                                                                                                                                                                                      |   | Total Stockholders' Equity (Deficit) |   | 3,019,318 |   |   | 2,461,085 |
|                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                      |   | TOTAL LIABILITIES AND STOCKHOLDERS' |   |   |   |   |   |
|                                                                                                                                                                                                      |   | EQUITY (DEFICIT) |   | $ | 4,548,857 |   | $ | 3,454,191 |
|  

                         

                         

                         

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

 

4

 

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| **ASIA8, INC.**

**(Formerly Asia4Sale.com, Inc.)**

**(A Development Stage Company)**

**Statements of Operations (Unaudited)** |
|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   | From Inception |
|                                                                                                                             |   |   | For the Three |   | For the Nine |   | on July 9, 1999 |
|                                                                                                                             |   |   | Months Ended |   | Months Ended |   | Through |
|                                                                                                                             |   |   | September 30, |   | September 30, |   | Sept 30, |
|                                                                                                                             |   |   | 2007 |   | 2006 |   | 2007 |   | 2006 |   | 2007 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                                                                         | $ | 346,852 |   | $ | - |   | $ | 712,454 |   | $ | - |   | $ 712,454 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| EXPENSES                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             | Cost of goods sold |   | 305,692 |   |   |   |   |   | 595,406 |   |   |   |   | 595,406 |
|                                                                                                                             | General and administrative |   | 108,875 |   |   | 11,355 |   |   | 199,847 |   |   | 182,161 |   | 1,234,540 |
|                                                                                                                             | Depreciation |   | 382 |   |   | 1,174 |   |   | 1,146 |   |   | 3,521 |   | 77,963 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   | Total Expenses |   | 414,949 |   |   | 12,529 |   |   | 796,399 |   |   | 185,682 |   | 1,907,909 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   | Income from sale |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   | of investments |   | - |   |   | - |   |   | - |   |   | - |   | 65,087 |
|                                                                                                                             |   | Income (loss) from |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   | equity investments |   | (32,874) |   |   | - |   |   | 317,163 |   |   | - |   | 1,836,293 |
|                                                                                                                             |   | Interest income |   | 11,201 |   |   | - |   |   | 20,217 |   |   | - |   | 44,728 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                             |   | Total Other Income |   | (21,673) |   |   | - |   |   | 337,380 |   |   | - |   | 1,946,108 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME (LOSS) FROM                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |
| CONTINUING OPERATIONS                                                                                                            |   | (89,771) |   |   | (12,529) |   |   | 253,435 |   |   | (185,682) |   | 750,652 |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME (LOSS) FROM                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |
| DISCONTINUED OPERATIONS                                                                                                          |   | - |   |   | - |   |   | - |   |   | - |   | (933,433) |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                                                                                                | $ | (89,771) |   | $ | (12,529) |   | $ | 253,435 |   | $ | (185,682) |   | $ (182,781) |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BASIC INCOME (LOSS)                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |
| PER SHARE                                                                                                                        | $ | (0.00) |   | $ | (0.00) |   | $ | 0.01 |   | $ | (0.01) |   |   |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NUMBER OF SHARES                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OUTSTANDING                                                                                                                      |   | 22,430,296 |   |   | 18,276,297 |   |   | 22,009,983 |   |   | 17,584,518 |   |   |

 

 

 

 

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

5

 

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| **ASIA8, INC.**

**(Formerly Asia4Sale.com, Inc.)**

**(A Development Stage Company)**

**Statements of Cash Flows (Unaudited)**                                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   | From Inception |
|                                                                                                                                                                      |   |   |   |   |   | For the nine |   | on July 9, |
|                                                                                                                                                                      |   |   |   |   |   | Months Ended |   | 1999 Through |
|                                                                                                                                                                      |   |   |   |   |   | Sept 30, |   | Sepr 30, |
|                                                                                                                                                                      |   |   |   |   |   | 2007 |   | 2006 |   | 2007 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                                                      |   |   |   |   |   |   |   |
|                                                                                                                                                                      | Net income (loss) |   |   | $ | 253,435 |   | $ | (185,682) |   | (182,780) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      | Adjustments to reconcile net loss to |   |   |   |   |   |   |   |
|                                                                                                                                                                      | net cash used by operating activities: |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | Discountinued operations |   |   | - |   |   | 0 |   | 747,114 |
|                                                                                                                                                                      |   | Depreciation expense |   |   | 1,146 |   |   | 3,521 |   | 77,964 |
|                                                                                                                                                                      |   | Gain on sale of investments |   | - |   |   | - |   | (64,864) |
|                                                                                                                                                                      |   | Gain on equity investment |   |   | (317,163) |   |   | - |   | (1,836,293) |
|                                                                                                                                                                      | Changes in operating assets and liabilities |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | (Increase) decrease in receivables |   | (331,410) |   |   | 590 |   | (477,679) |
|                                                                                                                                                                      |   | (Increase) decrease in inventory |   | (136,242) |   |   |   |   | (136,242) |
|                                                                                                                                                                      |   | (Increase) decrease in prepaids |   | (19,905) |   |   |   |   | (19,905) |
|                                                                                                                                                                      |   | Increase (decrease) in accounts payable and |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | accrued expenses |   |   | 328,088 |   |   | (434,132) |   | 368,885 |
|                                                                                                                                                                      |   |   | Net Cash Used by Operating Activities |   | (222,051) |   |   | (615,703) |   | (1,523,800) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                                      |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | Investment in subsidiaries |   |   | - |   |   | - |   | (1,634,071) |
|                                                                                                                                                                      |   | Purchase of short-term investments |   | - |   |   | (6,480) |   | (6,480) |
|                                                                                                                                                                      |   | Sale of investments |   |   | - |   |   | - |   | 75,483 |
|                                                                                                                                                                      |   | Purchase of fixed assets |   |   | (289,000) |   |   | - |   | (367,338) |
|                                                                                                                                                                      |   |   | Net Cash Provided by (Used by) |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   |   | Investing Activities |   |   | (289,000) |   |   | (6,480) |   | (1,932,406) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINIANCING ACTIVITIES                                                                                                                                     |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | Common stock issued for cash |   | 304,800 |   |   | 520,060 |   | 3,200,615 |
|                                                                                                                                                                      |   | Preferred stock issued for cash |   | 100,000 |   |   |   |   | 100,000 |
|                                                                                                                                                                      |   | Increase (decrease) in note payable |   | 108,345 |   |   | 998,445 |   | 1,056,745 |
|                                                                                                                                                                      |   | Cash paid on note receivable |   | - |   |   | (900,000) |   | (900,000) |
|                                                                                                                                                                      |   | Capital contributed by shareholder |   | - |   |   | - |   | 1,485 |
|                                                                                                                                                                      |   |   | Net Cash Provided by Financing Activities |   | 513,145 |   |   | 618,505 |   | 3,458,845 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | NET DECREASE IN CASH |   |   | 2,094 |   |   | (3,678) |   | 2,639 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | CASH AT BEGINNING OF PERIOD |   | 545 |   |   | 5,618 |   | - |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | CASH AT END OF PERIOD |   | $ | 2,639 |   | $ | 1,940 |   | 2,639 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLIMENTAL DISCLOSURES OF                                                                                                                                               |   |   |   |   |   |   |   |
|                                                                                                                                                                      | CASH FLOW INFORMATION |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      | CASH PAID FOR: |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                      |   | Interest |   |   | $ | - |   | $ | - |   | - |
|                                                                                                                                                                      |   | Income Taxes |   |   | $ | - |   | $ | - |   | - |
|  

                         

                         

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

 

6

 

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**ASIA8,        INC.**

**(Formerly Asia4Sale.com, Inc.)**

**(A        Development Stage Company)**

**Notes        to Financial Statements**

 

| NOTE 1 - | ORGANIZATION AND HISTORY |
|----------|--------------------------|

 

Asia8,        Inc., a Nevada corporation, was incorporated in September of 1996as H&L Investments,        Inc. (“Company”). The name of the corporation was changed to        “Asia4sale.com, Inc.” on December 29, 1999 and to “Asia8, Inc” on        April 27, 2007.

 

The Company        changed its name on December 29, 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 has recorded a loss from these discontinued operations on its        financial statements.

 

During June        of 2000, we paid $970,000 to acquire 49% of World Wide Auctioneers, Inc., a Nevada        registered corporation, holding 100% of British Virgin Island registered company World Wide        Auctioneers, Ltd. In August of 2003, World Wide Auctioneers, Inc. sold 100% of its        subsidiary World Wide Auctioneers, Ltd., to a Nevada registered company WWA Group, Inc.        (“WWA Group”), in a stock for stock transaction whereby WWA Group stock was        issued to owners of World Wide Auctioneers, Inc. in exchange for ownership of World Wide        Auctioneers, Ltd. The exchange caused the Company to acquire a minority equity investment        in WWA Group.

 

Since mid        year 2000, when the Company discontinued the software development and marketing operations        of LTD., the Company has been actively seeking one or more operating companies or        businesses to acquire.

 

In May 2007        the Company agreed to acquire interests in various business opportunities, which in the        opinion of management will provide a profit to the Company. The Company generated cash        revenue and receivables on sales, a gross profit, and a nominal net profit from its new        business units in the nine month period ending September 30, 2007.

 

The Company        also raised $404,800 in equity capital from sales of preferred shares and common stock        during the nine month period ending September 30, 2007, and management reports that a        commitment has been made by the same non US investor to purchase an additional $400,000        worth of preferred stock in 2007.

 

7

 

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**ASIA8,        INC.**

**(formerly “Asia4Sale.com, Inc.”)**

**(A        Development Stage Company)**

**Notes        to Financial Statements**

 

| NOTE 2 - | SIGNIFICANT EVENTS |
|----------|--------------------|

 

On April 20, 2007, the Company held a special meeting of shareholders to        amend its articles of incorporation to change the name to “Asia8, Inc.”, to        amend its articles of incorporation to create a preferred class of shares of 25,000,000        shares par value $0.001 and to authorize the board of directors to effect a one share for        two shares reverse split of its common stock effective April 27, 2007.

The        shareholders approved the proposed amendments to the Company’s articles of        incorporation and authorized the board of directors to effect a one share for two shares        reverse split of its common stock. All references to common stock in these financial        statements have been retroactively restated so as to incorporate the effect of the reverse        stock-split.

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 Corporation 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.

 

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**ITEM 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS**

 

This        “*Management's Discussion and Analysis”*of our financial condition and results of operations and other parts of this        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 subsections        entitled*“Forward-Looking Statements and Factors That May        Affect Future Results and Financial Condition”*below. The        following discussion should be read in conjunction with our financial statements and notes        thereto included in this report. All information presented herein is based on our period        ended September 30, 2007. Our fiscal year end is December 31.

**The        Company**

The Company        is a corporation, organized and existing under the laws of the State of Nevada, having been        incorporated in September 1996 as “H&L Investments, Inc.” The name of the        corporation was changed to “Asia4Sale.com, Inc.” on December 29, 1999 and to        “Asia8, Inc.” on April 27, 2007.

During June        of 2000, the Company paid $970,000 to acquire 49% of World Wide Auctioneers, Inc.        (“WWA Inc”), a Nevada registered corporation, holding 100% of a British Virgin        Island registered company World Wide Auctioneers, Ltd. (“WWA Ltd”). In August        of 2003, WWA Inc sold 100% of WWA Ltd to WWA Group, Inc. (“WWA Group”), a        Nevada registered company, in a stock for stock transaction whereby WWA Group stock was        issued directly to owners of WWA Inc in exchange for ownership of WWA Ltd. The exchange        caused the Company to acquire a minority equity investment in WWA Group, which is accounted        for using the equity method. WWA Group, through its subsidiary WWA Ltd, operates auctions        of used, heavy construction equipment from Dubai, United Arab Emirates        (“U.A.E.”), and other locations. WWA Ltd is also involved in direct trading of        new and used equipment, and owns a shipping company with a RO vessel. WWA Ltd also owns        equity in a mining and earthmoving management company in the U.A.E.

On May 1,        2007, the Company acquired: (a) the exclusive distribution rights to sell Furukawa Unic        Cranes (“Unic”) in the U.A.E.; (b) the first right of refusal for the exclusive        rights to sell the China-manufactured Trident Tri-Car (“Trident”), which are        compressed natural gas (“CNG”) and electric powered 3-wheel vehicles, in 20        countries of our choosing; and (c) 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.

 

We are not        acting as agents for any of the manufacturers we represent; rather we are buying for resale        on our own account. We prefer to trade rather than represent, to keep manufacturers pricing        as low as possible, and to manage the schedule of inventory stock on hand. We also believe        there is significant upside potential in the retail market prices of the Unic cranes and        Atomix boats, and we prefer to be able to dictate our own selling prices.

 

We are        still searching for new high value products that we can acquire exclusive regional trading        rights for. We will develop each business unit on its own, but utilize our economies of        scale, for eventual sale or spin-off as public companies.

 

 

 

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Our        original business plan involved selling Asian made goods to the rest of the world over a        web based business to business software system. Our new business approach reflects a return        to the original business plan, but with a focus on only a few higher value items using        established and new distribution channels in the rapidly growing Gulf Cooperation Council        (Saudi Arabia, the United Arab Emirates, Kuwait, Qatar, and Oman, collectively the        “GCC”) consumer market.

 

**Operations**

 

***WWA        Group, Inc. and World Wide Auctioneers, Ltd.***

 

WWA Ltd        operates auctions of heavy equipment in Dubai. WWA Ltd has developed a significant customer        base and has achieved consistent revenue, profits, and a dominant market share in its        primary operating market in Dubai. WWA Ltd has leased a new yard space for a 20 year term        starting in 2007, and plans to build large, multi-use office/shop/arena on the site. The        new yard and the continuation of the construction boom in the GCC should contribute to WWA        Ltd’s continued growth.

 

WWA Ltd        sells a variety of Asian sourced second hand equipment at its auctions, and has held an        auction in China in the past. Our business experience has indicated that higher value        Chinese made goods are becoming more competitive in quality, although certain Japanese,        American and European made equipment products dominate some market categories.

 

WWA Ltd is        commonly managed by the CEO of Asia8, who is also the CEO of WWA Group. We have access to a        wide base of manufacturers/dealers of equipment and other items in Japan, China, Taiwan,        and Thailand due to our relationship with WWA Group. The Company’s current focus is        to work together, where possible, with WWA Group to leverage the common CEO and the well        established physical plant of WWA Ltd in Dubai, and also utilize WWA Ltd’s large        distribution channel to the advantage of both companies. We will use the WWA Ltd        infrastructure and staff, customer base and work space on a commission and fee basis that        will add value to WWA Ltd’s business. This operating structure also allows the        Company to oversee its large investment in WWA Ltd.

 

***Furukawa Unic Cranes***

 

Unic cranes        are among the world’s most popular and highly regarded products within their market        niche that have achieved a dominant market position in Japan and several other        markets.Unic        produces a range of innovative light lifting equipment products, which are noted for        flexibility, easy operation, safety, and economy. Unic cranes feature remote        radio-controlled operation, flexile booms with multiple lifting and grabbing attachments        for handling different types of loads, and a variety of features designed to enhance safety        and efficiency. Unic’s unique crawler cranes can gain access to work sites and other        locations that cannot be reached by wheeled vehicles. The Unic A094CR mini-crane won the        “best Tools and Access Product” award at the recent Interbuild exhibition at        the United Kingdom, and the product’s ability to move inside buildings and work in        spaces inaccessible to other cranes is attracting attention throughout the industry. Unic        products are compact, efficient, and easy to maneuver, characteristics ideally suited to        the busy, confined, urban construction environments that are typical of the U.A.E. The URW        A295CR mini crawler crane was featured on Discovery Channel’s “Mean        Machines” series as one of the most useful, innovative products in its category in        the world.

 

 

 

 

 

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***Trident Tri-Car***

 

The Trident        3-wheeled vehicle was designed and is manufactured in China. The manufacturer builds a        range of compact vehicles, which use light internal combustion engines driven by natural        gas, gasoline engines, or electric propulsion systems. The vehicle was specifically        designed to be sold to businesses and individuals in China’s rapidly developing urban        areas. It is lightweight, compact, inexpensive, environmentally sound, and economical to        operate. These qualities make the Trident extremely attractive to consumers in many other        markets, especially in areas where fuel economy is a desired feature and incentives are        offered for environmentally sound vehicles with few or no emissions. The Trident is ideally        suited for urban light commercial use as a delivery or shuttle vehicle and for use by        families seeking an inexpensive vehicle capable of highly economical local operation. The        manufacturer has agreed to brand a range of the vehicles under the Trident name,        specifically modified as per the requirements of the Trident master international        distributor, for export outside of China.

 

The Trident        vehicle that the Company will concentrate on seats 4 people, is air conditioned, and can        reach a maximum speed of 120 kilometers per hour. The CNG version can drive over 30km on a        liter of fuel. The Trident fills an underserved niche between the motorcycle and currently        available small cars, and is ideally suited to price-sensitive market conditions in many        developing nations, where emerging middle classes and small businesses require inexpensive        transport equipment that is economical to operate and maintain.

 

***Atomix Boats***

Atomix has        established a new composite boat manufacturing facility in China. The Atomix boats include        a range of 8 designs from 4 to 10 meters including bow riders, cabin cruisers, sports        cruisers, fisherman, centre consoles and RIB's (rigid hull inflatable). Other Atomix        products include a selection of inflatable boats and a selection of trailers including boat        trailers and general purpose trailers. Atomix China is owned by New Zealand nationals.        Expertise and experience is drawn from other New Zealand companies to ensure the quality        and reliability of all Atomix product. These New Zealand companies have been carefully        selected from the best in the world with international reputations. Amongst these companies        are Bakewell White Yacht Design, and High Modulus, who provide technical assistance        and support both on and off site. The New Zealand marine industry, built on a strong        domestic market, has developed into an internationally credible supplier of innovative        products and some of the finest boats in the world.

Atomix        products are all 100% hand-laid to achieve maximum quality and consistency. High Modulus        supply engineering expertise is employed to insure that all products are built to meet CE        requirements and to achieve optimum strength to weight ratios. There is no structural        timber used in any Atomix products and all reinforcing is done with high density foam using        foam sandwich construction techniques.

 

Quality        assurance is provided by a team of New Zealand boat builders that remain onsite both to        train staff and monitor production. Atomix boats are designed to achieve the critical        balance between style, safety, comfort and performance. With an original and unmatched hull        design, a proven high-tech construction, Atomix yachts bring together all the ingredients        of comfort and ease of handling.

 

The boats        are equipped with Volvo or Mercruiser diesel and gasoline engines made outside of China.        The boats are priced well below the competitors in the 4 to 10 meter range, due to lower        manufacturing costs.

 

 

 

 

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**The        Market for Operations**

 

***U.A.E.’s Economic Outlook***

 

For the        foreseeable future, the Company’s interests are focused on the United Arab Emirates,        and our operating headquarters are in the U.A.E. Our business will also be affected by the        overall economic environment in the Gulf Cooperation Council.

 

The GCC is        the world’s fastest growing and most dynamic economic region, led by the Dubai and        U.A.E. Governments as the primary catalysts and master planners of the current GCC business        plan. Lehman Brothers, in a May 2007 report titled “*Beyond        Petrodollars: Globalization and Sustainable Development in the Middle        East*,” stated that as of early April 2007, there were over        two thousand ongoing and planned infrastructure projects in the GCC countries, amounting to        an estimated $1.3 trillion plus of investments over the period 2007-2012. According to        the*Middle East Economic Digest*(MEED),        which tracks these projects, the total value of these projects may have risen by $300        billion since the start of this year, reflecting the rapid rate at which new projects are        being added. MEED reports that projects in the U.A.E account for over $300 Billion of this        total. This unprecedented regional construction boom is fueled by sustained high energy        prices: oil and gas export receipts for the GCC rose 40%, to $291 billion, in 2005, and        reached a record $330 billion in 2006. The Lehman Brothers report summed up the        region’s immediate potential in these terms:

 

*The six GCC countries (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the        UAE) have seen nominal GDP growth hovering near 20% for the past four years. Given our        forecast of sustained high oil prices, we expect these growth levels to continue through        this decade. Non-petroleum sectors of the GCC are growing at rapid and in some cases        double-digit rates; new regulatory regimes are encouraging capital and equity market        developments, guaranteeing property and financial rights within the region for foreign and        local investors. The groundwork has been laid for a new Middle East that can take its place        alongside the US and China as a critical engine of global growth.*

 

Strong        market conditions will contribute to the growth of our businesses, and we intend to        continue to seeking out and pursue distribution agreements for products that are likely to        be well received in this market. The U.A.E. led GCC has become the world second largest        consumer of oil and gas next to China, and is expected to become one of the world largest        importers of non-oil goods in the next few years. Merchandise imports in the region have        grown from $89 billion in 2002 to almost $200 billion in 2006. As an importer of high value        merchandise, the Company expects solid growth in our revenues.

 

The U.A.E.        comprises almost half of the total merchandise imports to the GCC. The U.A.E. is the        largest export market in the GCC for Japan, Hong Kong and China, with imports from the        three countries growing to over $35 billion worth of diversified goods in 2006. Europe and        then the U.S. are the next largest exporters of goods to the U.A.E. Dubai has grown to be        the third largest re-export hub in the world, behind Hong Kong and Singapore. This data        suggest that the overall U.A.E. and GCC market is proven and ideal for entry of new Asian        product distributors.

 

***Dubai’s Construction Boom and World Wide Auctioneers,        Ltd.***

 

Dubai’s last building census, in 2005, showed that the number of        commercial buildings in the Emirate increased from 55,659 in 2000 to 79,214 in 2005, an        increase of 42%. The number of housing units increased to 237,728 from 145,363 in 2000,        recording a 64% rise; the increase in the number of business establishments reached 94%t        during the same period, with the number of establishments touching 73,294 compared to        37,775 in 2000. Growth in 2006 and 2007 has been even more rapid.

 

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Stephen S.        Roach, Managing Director and Chief Economist of Morgan Stanley, wrote a report        titled*The Cranes of Dubai*in February        23, 2007, in which he cited industry sources data. About 26.8 million square feet of office        space is expected to come on line in Dubai in 2007, alone -- more than six times the peak        rate of completions in Shanghai Pudong in 1999 and nearly equal to the total stock of 30        million square feet of office space in downtown Minneapolis.  Based on current        projections, another 42 million square feet should come on line in Dubai in 2008 -- the        equivalent of adding the office space of a downtown San Francisco.  A country with        less than 0.5% the population of China is out-building the biggest construction boom in        modern Chinese history.

 

The success        of Dubai’s growth model has been noticed elsewhere in the UAE, and is being emulated        with considerable success. The oil-rich emirate of Abu Dhabi is pouring billions of dollars        into infrastructure and industrial, residential, commercial, and tourism projects designed        to follow Dubai’s model and wean the economy away from dependence on oil and gas.        Smaller Emirates, particularly Ras al Khaimah, which has seacoast and mountain environments        ideally suited for tourism, is following much the same pattern. These developments are        expected to accelerate as Dubai’s boom enters maturity, providing additional growth        drivers for the national economy.

 

Twenty-four        percent of the world's 125,000 construction cranes are currently operating in Dubai,        according to the organizers of the Conmex construction machinery exhibition. Saif Al Midfa,        director-general of the Expo Centre Sharjah, the organizers of Conmex, the exhibition for        construction machinery and equipment, said “demand for construction related        machinery, equipment and vehicles is expected to continue rising in the Middle East,        especially in the UAE, due to the continuing construction and real estate boom. In 2003,        the UAE's market for heavy construction machinery stood at $165 million, road construction        machinery at $142 million and earth moving machinery at $125 million. The size has        increased by 15-20 per cent since then. Annual market demand for used machinery in the        Middle East is valued at over $1.3 billion. Construction activity in the region is        currently at its peak as a result of which the demand for related machinery, equipment and        vehicles is experiencing a sharp rise. The indications are that there will be no let-up in        this trend,” he added.

 

The Saudi        American Bank’s Brad Bourland has commented that “The first phase of the        regional boom is large-scale infrastructure and real estate projects”, and predicted        that the second phase will be “explosive private sector growth.” Field        observation in Dubai, the starting point and epicenter of the regional boom, confirms this        observation. Spending on basic infrastructure development, dominated by giant state-owned        firms, has drawn a second wave of private sector spending of far greater proportions. For        example, the $5 billion spent on infrastructure for the Dubailand development has drawn        over $60 billion in private sector spending commitments, with the $300 million Dubai        Business Bay pulling in over $50 billion in downstream investments.

 

This shift        to an “explosive private sector growth”, which will be repeated throughout the        region as major projects in Abu Dhabi, Qatar, and other leading economies reach maturity,        will fundamentally change the construction equipment and supply business in the region.        During the infrastructure phase the regional construction market was dominated by a few        extremely large and well connected companies, often government-owned. This produced market        distortions, as large consumers used their leverage to force suppliers to drop prices,        negatively impacting margins. This situation is rapidly changing, with a much wider range        of purchasers actively entering the market and driving a transition to a more mature        market-driven pricing structure. Many new private sector projects are managed by        international contractors and construction management firms, creating a more open, dynamic        marketplace and a highly beneficial business environment for the equipment auction and        material supply operations of the WWA Ltd.

 

Based on        WWA Ltd’s $125 million in gross equipment sales in the last 12 months, the figures        cited above would be considered conservative. The upward trend in equipment demand is        positive for WWA Ltd’s business. As such, our outlook in the auctioneer mark seems        very promising.

 

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***Furukawa Unic Cranes Market***

 

In addition        to WWA Ltd, Unic also stands to benefit substantially from an ongoing transition in the        composition of Dubai’s construction market.

 

As the        focus of the regional construction business moves from small numbers of massive publicly        financed infrastructure projects to numerous privately financed projects built on top of        the developed infrastructure, the Company anticipates rapidly escalating demand for compact        and highly mobile equipment capable of cost-effective operation in high density urban        environments. The Unic cranes that we distribute are ideally suited to this working        environment.

 

The rapidly        accelerating U.A.E. construction market creates enormous potential demand for the Unic        lifting products that the Corporation is now distributing. Much of the country’s        developments are now in dense, crowded urban environments, and the compact, efficient Unic        products are ideally suited to loading, unloading, and on-site handling of construction        materials under these conditions, and to ongoing finishing and maintenance work. As the        overall economy matures in the country and more in-fill land is developed, the trend is        expected to move toward more use of light, efficient handling machinery rather than manual        labor and large multi-purpose lifting equipment.

 

In Japan        and Southeast Asian markets where development is dense, Unic has sold over 5,000 cranes in        total in the last 5 years. Unic has sold over 1,500 cranes in Taiwan alone in the last 5        years. As the U.A.E. becomes more developed and dense, we expect the market demand for Unic        products to reach levels of established Southeast Asian countries.

 

In the        table below are export figures provided by Unic for 2004 – 2006. The 2006 Middle East        figures include cranes sold by the UAE dealership acquired by the Company.

 

Unic        exports are as follows:

 

|   | 2004         | 2005     | 2006   |
|--------|----------------------------------|--------------------|-------------|

|   | Middle-East       | 60 units         | 50 units       | 130 units |
|--------|----------------------------------|--------------------------------------|-------------------------------|-----------|

|   | North America | 60 units       | 165 units     | 50 units |
|--------|---------------|-------------------------------|-------------------------|----------|

|   | Europe                                      | 70 units         | 120 units     | 160 units |
|--------|--------------------------------------------------------------------------------|--------------------------------------|-------------------------|-----------|

|   | Australia           | 80 units         | 60 units       | 45 units |
|--------|----------------------------------------------|--------------------------------------|-------------------------------|----------|

|   | Taiwan             | 310 units       | 300 units     | 300 units |
|--------|--------------------------------------------------|--------------------------------|-------------------------|-----------|

 

The above        quantities do not include the exported cranes which were mounted on trucks in Japan and        sold as a package.

 

Unic        Thailand reports that the total market for truck mounted cranes of 2 - 15 ton size is about        400 units per year. Unic sells approximately 100 of these units per year, with Tadano also        selling 100 and the balance distributed amongst Palfinger, Hiab, and several other lesser        known brands. The Thailand and Taiwan markets are good comparisons to the UAE.

 

Japanese        industrial products are well received in the U.A.E., and Unic’s pricing and features        compare favorably with competing products. Our extensive research and experience in the        U.A.E. gives us reason to believe that we can create a significant market share in the        U.A.E. for these products. More than 30 units were sold in the U.A.E. from March 2006        through April 2007, at an average gross margin of about 15%, or $4,500 per unit. We have        sold 23 cranes at a gross margin of $4,500 each from May 1, 2007 up to the date of this        report. With our expanded network of customers in the U.A.E. and our sales channels we        expect to increase these sales figures to over 100 units per year by 2009.

 

 

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***Demographics of the U.A.E. and the Trident Tri-Car        Market***

 

The U.A.E.        has adopted extremely liberal policy on immigration, allowing residence to virtually anyone        who invests, purchases property, or finds employment in the country. These policies,        combined with minimal taxation, a clean, safe living environment, and extremely tolerant        social policies, have driven a surge of qualified immigrants, which drives demand for        goods, services, and housing, which in turn drives further immigration. Robert Tindall of        Callison Architecture, a global firm with exposure in many regional real estate projects,        points out that over 4 billion people live within a six hour flight of Dubai and over 1.7        billion people live within a 4 hour flight. The prospect of relocation to a safe, tolerant        city with abundant opportunity is a considerable attraction to many of them.

 

Between        2000 and 2006, Dubai’s population grew at a compounded annual rate of 9%. Over the        same period, real per capita income increased 4%, suggesting that Dubai’s economy is        capable of sustaining growth rates that would be catastrophic in most countries.

 

The key to        the sustainability of Dubai and the U.A.E.’s population growth is that the growth is        driven not by birth rates or by an influx of selected migrants. Migrants to the country        must have employment, or be able to invest in businesses or property. Employee immigrants        must leave when employment is concluded. By attracting productive immigrants, the U.A.E.        has avoided the problems of unemployment, poverty, and social stress that have        traditionally accompanied rapid population growth and high immigration rates. The RSP        Group, a Middle East real estate investment advisor, predicts a doubling of the local        population in Dubai alone to two million over the next decade. This projection is likely to        be conservative, given the number of new real estate projects now under construction: giant        developer Nakheel projects that Dubai’s Palm Jebel Ali and Dubai Waterfront projects        alone will house 1.7 million people by 2020. The $33 billion Dubai World Central complex,        built around what will be the world’s largest aviation complex, is expected to house        an additional 750,000.

 

The        U.A.E.’s economic shift, together with a rapidly expanding and almost fully employed        population, has generated rapidly escalating demand for cost-effective personal transport        for the huge number of workers needed to provide services for the highly paid managerial        class, as well as for courier services and other delivery-based service enterprises. This        demand, combined with the government’s emphasis on clean-burning natural gas powered        vehicles, provides an excellent marketing environment for our Trident        distribution.

 

We believe        that the motor vehicle market in the U.A.E. offers a significant opportunity for our        Trident vehicle distributorship. The U.A.E. is often viewed primarily as a market for        high-end luxury vehicles, but there is also a large and growing demand for small,        economical vehicles appropriate to small business use and as a family vehicle for the large        and growing number of middle class workers.

 

The        U.A.E.’s motor vehicle market has seen enormous growth in the last 5 years. In Abu        Dhabi, the capitol, the number of registered vehicles increased 650% between 2001 and 2006,        from 27,338 to 212,686. This demand is generated by economic growth, and also by a rapidly        increasing population: the U.A.E.’s population has increased by 74.8% since 1995, and        continues to grow at a rate of over 7% per year, driven primarily by immigration of working        adults. In Dubai, the population increased from 1.13 million in 2005 to 1.422 million in        2006, and is expected to reach 2.0 million by 2010.

 

 

 

 

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A recent        consumer poll by AC Neilson showed that Internet users in the U.A.E. have the highest        vehicle penetration in the world, together with Italians and Americans, with 93% of        respondents owning a vehicle. The Neilson poll indicated that 85% of the respondents in the        U.A.E. have been affected by high fuel prices and almost half are trying to use their        vehicles less in order to control fuel expenses, while almost none would be willing to        exchange their vehicle for a motorcycle, scooter, or bicycle.

This        conjunction of attachment to the motor vehicle and sensitivity to price increases creates        an obvious market niche for compact, inexpensive, and highly economical vehicles like the        Trident. The Trident is an ideal candidate for delivery-based businesses, lower middle        income families that want personal transportation but cannot afford to own or operate a        conventional vehicle, or as a second vehicle for use in daily travel to stores, schools,        and markets.

 

The Trident        has been well received in markets where it has been introduced. Approximately 15,000        Trident vehicles were sold in China in 2006 and another 300 were sold in Peru and Egypt in        2006 and 2007, according to the manufacturer. These countries are not part of our exclusive        distribution territories.

 

While the        Company is focusing initial attention on the U.A.E. market, we also have distribution        rights for several other potentially enormous markets for these vehicles, including        Indonesia, a rapidly developing nation with a population of over 240 million, Pakistan, and        a number of countries in the North African and Eastern European region. There is an almost        unlimited market for environmentally friendly, low cost commercial vehicles in the regions        we are targeting. We believe that we will be able to establish a network of        sub-distributors to sell these vehicles into the huge potential base of buyers in these        countries.

 

Between May        1, 2007 and September 30, 2007, we sold two sub-distributorships for the Trident        vehicles.

 

***Atomix’s Boat Market***

 

The        U.A.E.’s population mix is also changing as the economy matures. Saudi American        Bank’s Bourland comments that the U.A.E.’s banking and insurance sectors have        grown at over 50% in the last three years. Dubai is emerging as a major world financial        center, particularly through the establishment of the Dubai Mercantile Center’s        commodity exchanges, and other well-funded financial centers. This trend, together with the        rapid influx of corporate headquarters and production facilities, is shifting the balance        of population, with well paid management and technical personnel rapidly replacing        low-salary construction workers. The rapidly expanding U.A.E. economy has generated a new        class of largely expatriate managers, who enjoy some of the world’s best salary        packages: the Hay Group’s 2007 World Pay report places managers in the U.A.E. and        Saudi Arabia at the top of the world’s compensation list, with average salary buying        power in excess of US$220,000. This large managerial and technical class has in turn        generated a large demand for a variety of service occupations and businesses.

 

The rapid        growth in the region’s professional and managerial class and the very high        compensation enjoyed by these individuals are driving very high and rapidly growing demand        for lifestyle-oriented products. Feeding into this demand is an enormous number of        waterfront marina and real estate developments catering to this high-end resident clientele        and to the rapidly growing influx of affluent tourists: Dubai attracted 6.5 million        tourists in 2006, and is targeting 15 million arrivals per year by 2010. Both tourists and        the growing local consuming class focus much of their attention on a waterfront lifestyle.        Island Global Yachting, which provides comprehensive design, development and management        services to all marina properties and developments built by Dubai real estate giant        Nakheel, points out that Nakheel projects alone will add 1500km of developed waterfront        property to Dubai, and predicts that up to 40,000 new marina berths will be built in Dubai        alone. Coupled with tens of billions of dollars in waterfront developments in emirates of        Abu Dhabi, Ras al Khaimah, and Umm al Quwain, this suggests an enormous potential demand        for pleasure craft. Some of these berths will be filled by high-end yachts, but we believe        that far more will ultimately contain reasonably priced pleasure craft, and that the Atomix        products distributed by us are very well suited to meet this demand.

 

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In an        article published in April 2007 in the Gulf News by Erwin Bamps, Executive Manager of        local market leader Gulf Craft, he stated that there are 13,000 boats in UAE at the moment        and the market can expect another 10,000 to 30,000 pleasure boats once new marinas are        built. He estimated that currently one out of 350 people owns a boat in UAE, while in        Australian & New Zealand one out of 10 people owns a boat.

 

According        to the*Gulf Boating Market Report*, a        strong incline in marina leisure is projected for the UAE, Kuwait and Qatar. Around the        Gulf, their estimate one boat for every 423 residents. The report states that leisure        fishing is one of the main drivers for boating in the Gulf, due to the traditional aspect        of fishing and pearl-diving in the past. However, with the increasing number of overseas        property purchasers in Dubai, imported boats from leading European and US builders are on        the increase.

 

The annual        Dubai International Boat Show is one of the top 5 most visited boat shows in the world,        with than 25,000 visitors reported for 2007.

 

State owned        Nakheel, the largest oceanfront property developer in the U.A.E., has signed a management        agreement with Island Global Yachting to build and operate marinas in all their        developments in the U.A.E. Andrew Farkas, CEO of Island Capital Group said, “We are        excited about the expansion of our partnership with Nakheel, whose visionary projects and        renowned developments have established Dubai as a new world-class destination for business        and luxury tourism. Our partnership will pave the way for potentially more than 40,000 new        marina berths, which will establish Dubai as a global yachting destination and facilitate        the growth of the marina industry in the Middle East.”

 

This        partnership will create an extraordinary opportunity for worldwide marina manufacturers,        developers and service providers to contribute their expertise to and benefit from this        unparalleled waterfront development in Dubai. Nakheel currently has $30 billion worth of        projects under development, which will add 1,500 km (approximately 932 miles) of waterfront        property to Dubai once they are completed. There are currently only 1,000 boat berths in        Dubai.”

 

Local and        international banks have been quick to realize the opportunity for growth in pleasure boat        sales, offering a range of financing options for potential boat owners. UK-based HSBC        requires a 30 per cent down payment and a valid boat and life insurance. The National Bank        of Abu Dhabi (NBAD) also offers two types of boat financing loans for any person who makes        more than $5,000 per month in salary.

 

The        estimates from all sources range from 25,000 new marina berths in Dubai, to 40,000 berths        coming on line in Nakheel projects alone. These estimates do not include the thousands of        berths and waterfront housing units coming on line in Abu Dhabi, Umm al Quwain, and the        increasingly popular Ras al Khaimah.

 

We believe        that there is potential for sales of at least 40,000 boats in the under-10-meter, motor        powered category in the next 5 years in the U.A.E. While we have yet to determine the        marketability of the Atomix product, our research indicates that we can sell the boats at a        significant profit but at less than the average local market price for the category. We        have sold four units at an average gross profit of 20% since May 15, 2007.

**Results of Operations**

During the        nine months ended September 30, 2007, the Company sold 23 Unic cranes, 2 Trident car        sub-distributorships, and 4 Atomix boats. We expect to generate revenue from increased        sales of these products in 2007 and onwards.

 

17

 

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***Furukawa Unic Cranes***

 

The Unic        cranes are in the same category of commercial and construction equipment that WWA Ltd is a        U.A.E. market leader in selling, and many prospective buyers of the Unic products are WWA        Ltd customers. We do not have to spend significant amounts on advertising, sales staff, or        administrative matters to sell Unic cranes. We have sold 23 cranes from May 1, 2007 through        September 30, 2007, at a total gross profit margin of approximately $110,000. We had only        one sales assistant working with the operations manager during his period, and no other        staff.

 

***Trident Tri-Car***

 

We plan to        sell Trident CNG powered commercial vehicles to 20 countries in the Gulf Region, Southeast        Asia, Africa, Central America and Eastern Europe. We expect to sell Trident commercial        vehicles in the U.A.E. by wholesale auctions, direct wholesaling to users, and automated        internet selling. However, the business is not designed to rely on WWA Ltd’s networks        of buyers. We plan to build a network of sub-distributors in the countries we determine to        have the best potential, and charge up front cash fees and profit margin to the vehicles        and parts ordered by them. We will utilize contracted direct marketing firms to engage in        the selling of sub-distributorships.

 

In the 20        countries we have the exclusive rights to sell Trident vehicles there is a population base        of between 1 and 1.5 billion people. We plan to sell one sub-distributorship to each area        of 1 million people, or up to 1,500 sub-distributorships. Initial fees up front will be        $15,000 cash for one territory, and a minimum order of 50 vehicles in the first year. Our        calculations of gross potential cash fees, profit margins on cars and parts, equates to        over $20 million if we sell 1,000 sub-distributorships and each sells 50 cars at $150 per        car margin. This amount will be reduced by commissions on the up- front fees, but the        ongoing sales of cars will generate substantial revenue over the long term at no cost to        the Company.

 

***Atomix Boats***

 

For us to        sell Atomix boats without building an in-house retail sales team, we are in the process of        formalizing relationships with real estate agents involved in selling marina and waterfront        property throughout the U.A.E. These agents will act as commission agents to sell boats        along with housing units they sell on a regular basis. Two boats were sold in the current        quarter by these agents. We are also planning to work in a joint venture with Emirates Boat        Share Ltd. to co-market Atomix boats.

 

Outside        commission agents, contracted direct sales teams, and consultants will be used if they can        be obtained for minimal fixed cost. Management is confident that it will be able to operate        in this manner and to develop the business during the next twelve months. Our longer term        plans are to hire sales and service staff for the Unic, Atomix and Trident businesses as        necessary. Meanwhile, the Company has appointed an executive vice president of operations,        based in Dubai, who has experience in selling Unic Cranes and Atomix boats in the U.A.E.,        to oversee sales of our products. We have also engaged a sales manager and are now        occupying showroom space on a verbal sharing arrangement with an Abu Dhabi company. We plan        to engage a full time marketing manager to oversee the sales of Trident sub-distributor        agreements.

 

***Related Operations***

 

The Company        is in the process of obtaining or acquiring a trade license and corporate office in        Dubai.

 

The Company        has also entered into a sublease with Fastcraft Marine FZE to occupy 50% of a 2,000 square        meter shop and warehouse in Ras al Khaimah port, U.A.E., which will serve as our service        and logistics center. We have agreed to pay rent of $40,000 per year for a 5-year term for        use of this building space and quayside space.

 

18

 

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We have also engaged Fastcraft Marine FZE to service, warranty, manage and        deliver all boats, Unic cranes and Trident vehicles we import to the U.A.E. By contracting        a well established company in a shared facility, and passing the costs onto the buyers, we        believe we can avoid growing our own overhead and salary costs long into the        future.

 

**Quarters Ended September 30, 2007 and 2006**

***Revenue***

Revenue        for the three months ended September 30, 2007 was $346,852 as compared to revenue of $0 for        the three month period ending September 30, 2006. Revenue for the nine months ended        September 30, 2007 was $712,454 as compared to revenue of $0 for the nine month period        ended September 30, 2006. The realization of revenue since May 1, 2007 can be attributed to        the sale of Unic Cranes, Atomix boats, and sub-distributorships for Trident cars. We expect        that revenue will increase in future periods as the Company focuses on building sales from        our distributorship agreements.

***Other Income/Losses***

Other        losses for the three months ended September 30, 2007 were $21,673 as compared to other        losses of $0 for the three months ended September 30, 2006. Other income for the nine        months ended September 30, 2007 was $337,380 as compared to other income of $0 for the nine        months ended September 30, 2006. Both the loss in the current three month period and the        income in the current nine month period can be largely attributed toour equity investment        in WWA Group. We expect that other income will increase in future periods with the        profitability of WWA Group.

***Expenses***

Expenses        for the three months ended September 30, 2007 were $414,949, as compared to expenses of        $12,529 for the three month period ending September 30, 2006, an increase of 3,212%.        Expenses for the nine months ended September 30, 2007 were $796,399 as compared to expenses        of $185,682 for the ninemonth period ending September 30, 2006, an increase of 329%. The        increase in expenses over the comparative periods can be attributed to increases in general        and administrative expenses and the cost of goods sold in the current periods. Increases in        general and administrative expenses are partially attributable to the salary of our new        vice president of operations and marketing expenses. We expect that expenses related to the        cost of goods sold will continue to increase over future periods as corresponding revenues        increase from the sale of our products.

 

Depreciation and amortization expenses for the three months ended September        30, 2007 and 2006 were $382 and $1,174, respectively. Depreciation and amortization        expenses for the nine months ended September 30, 2007 and 2006 were $1,146 and $3,521,        respectively. Depreciation and amortization expenses are expected to increase as we acquire        additional assets in the process of expanding the operation of our distribution        activities.

 

***Net        Income/Losses***

Net loss        for the three months ended September 30, 2007 was $89,771, as compared to net loss of        $12,529 for the three-month period ended September 30, 2007, an increase of 617%. Net        income for the nine months ended September 30, 2007 was $253,425, as compared to a net loss        of $185,682 for the nine-month period ended September 30, 2007. The loss in the current        three month period can be attributed to increases in our operating expenses which        outweighed our revenue gain. Our income in the current nine month period can be attributed        to the income from our equity investment in WWA Group. We expect that revenue will surpass        expenses in future periods as our operations expand.

 

19

 

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***Capital Expenditures***

The Company        expended no significant amounts on capital expenditures for the period from July 9, 1999        (inception) to September 30, 2007.

***Income Tax Expense (Benefit)***

The Company        has 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 we will utilize the net operating losses        carried forward in future years.

***Impact of Inflation***

In the        opinion of management, inflation has not and will not have a material effect on our        operations until such time as the Company adds additional sales and administrative staff in        the U.A.E. and other countries experiencing high inflation. At that time, management will        evaluate how the possible effects of inflation impact our business and operations.        Inflation has had a negative effect on the net income of WWA Ltd in the past 24 months, but        we believe that increases in WWA Ltd revenue over time is an offsetting        consideration.

***Liquidity and Capital Resources***

Cash flow        used in operating activities for the nine month period ended September 30, 2007 was        $222,051 as compared to cash flow used in operating activities of $615,703 for the nine        month period ended September 30, 2006. The decrease in cash flow used in operating        activities in the current nine-month period can be attributed to the realization of net        income and an increase in accounts payable and accrued expenses. We expect that cash flow        used in operating activities will continue to decrease as net income increases.

Cash flow        used in investing activities for the nine month period ended September 30, 2007 was        $289,000 as compared to cash flow used in investing activities of $6,480 for the nine month        period ended September 30, 2006. Cash flow used in investing activities in the current nine        month period was used on the purchase of fixed assets connected to our distribution        agreements. We expect to continue to use cash flow in investing activities as we build        inventories to sell products through our distribution agreements.

Cash flow        provided by financing activities for the nine-month period ended September 30, 2007 was        $513,145 as compared to $618,505 for the nine-month period ended September 30, 2006. Cash        flow provided by financing activities in the current nine month period is attributable to        the sale of common and preferred stock as well as the issuance of a note payable. The        preferred stock sold in the second quarter of 2007 is secured by a portion of our holdings        of WWA Group common stock.

The Company        had a working capital deficit of $1,426,900 as of September 30, 2007 compared to a working        capital deficit of $992,561 as of December 31, 2006. Despite the working capital deficit we        have inventory of $136,241 and receivables of $331,410 as of September 30, 2007. We also        have a secured note receivable for $900,000. We believe that these assets, in addition to        anticipated increases in cash flow from operations, and our existing option to generate an        additional $400,000 from the sale of preferred stock, are sufficient to meet our        obligations over the next twelve months.

 

 

20

 

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Historically, the Company has funded its cash needs from inception through        operations, increases in payables, and a series of debt transactions. Other prospective        sources of funding include shareholder loans, the sale of common stock or other equity        instruments, and loans from other sources. However, outside of a commitment to purchase up        to an additional $400,000 worth of our preferred stock, we can provide no assurance that we        will be able to obtain additional financing to expand our operations. If we are unable to        increase our cash flows from operating activities or obtain additional financing as        required by such shortfall, we may be required to curtain operations and limit our        expansion plans.

The Company        has no current plans for the purchase or sale of any plant or equipment except for resale        as part of our Unic, Atomix and Trident businesses.

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

***Off Balance Sheet Arrangements***

As of        September 30, 2007, the Company has no significant off-balance sheet arrangements that have        or are reasonably likely to have a current or future effect on our financial condition,        changes in financial condition, revenues or expenses, results of operations, liquidity,        capital expenditures, or capital resources that is material to stockholders.

**Critical Accounting Policies** 

In the        notes to the audited financial statements for the year ended December 31, 2006, included in        the Company’ Form 10-KSB, 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 Company 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, the Company evaluates 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.

**Recent Accounting Pronouncements** 

In        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The        objective of SFAS 157 is to increase consistency and comparability in fair value        measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair        value, establishes a framework for measuring fair value in generally accepted accounting        principles, and expands disclosures about fair value measurements. SFAS 157 applies under        other accounting pronouncements that require or permit fair value measurements and does not        require any new fair value measurements. The provisions of SFAS No. 157 are effective for        fair value measurements made in fiscal years beginning after November 15, 2007. The        adoption of this statement is not expected to have a material effect on the Company’s        future reported financial position or results of operations.

 

 

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In        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for        Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB        Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to        recognize the overfunded or underfunded status of a defined benefit postretirement plan        (other than a multiemployer plan) as an asset or liability in its statement of financial        position and to recognize changes in that funded status in the year in which the changes        occur through comprehensive income of a business entity or changes in unrestricted net        assets of a not-for-profit organization. This statement also requires an employer to        measure the funded status of a plan as of the date of its year-end statement of financial        position, with limited exceptions. The provisions of SFAS No. 158 are effective for        employers with publicly traded equity securities as of the end of the fiscal year ending        after December 15, 2006. The adoption of this statement is not expected to have a material        effect on the Company’s future reported financial position or results of        operations.

In        September 2006, the Securities and Exchange Commission (“Commission”) issued        Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of        Prior Year Misstatements when Quantifying Misstatements in Current Year Financial        Statements.” SAB No. 108 addresses how the effects of prior year uncorrected        misstatements should be considered when quantifying misstatements in current year financial        statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet        and income statement approach and to evaluate whether either approach results in        quantifying an error that is material in light of relevant quantitative and qualitative        factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company        is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will        have a material effect on its financial position and results of operations.

In February        2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and        Financial Liabilities”. This Statement permits entities to choose to measure many        financial assets and financial liabilities at fair value. Unrealized gains and losses on        items for which the fair value option has been elected are reported in earnings. SFAS No.        159 is effective for fiscal years beginning after November 15, 2007. The Company is        currently assessing the impact of SFAS No. 159 on its financial position and results of        operations.

**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*,” with the exception of historical facts, are        forward looking statements within the meaning of Section 27A of the Securities Act. A        safe-harbor provision may not be applicable to the forward looking statements made in this        Form 10-QSB because of certain exclusions under Section 27A (b). 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:

 

|   | § | WWAG’s ability to continue increasing sales and profit                        margins on their auctions; |
|--------|--------|----------------------------------------------------------------------------------------------------------------|

|   | § | our marketing and distributorship success with Unic, Triton,                        and Atomix; |
|--------|--------|-------------------------------------------------------------------------------------------------|

|   | § | our beneficial relationship with Fastcraft Marine                        FZE; |
|--------|--------|-------------------------------------------------------------------------------|

|   | § | our ability to raise additional capital, if needed, to fund                        cash requirements for future operations; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------|

|   | § | our ability to maintain our corporate existence as a viable                        entity; and |
|--------|--------|------------------------------------------------------------------------------------------------|

|   | § | the volatility of the stock market and general economic                        conditions. |
|--------|--------|--------------------------------------------------------------------------------------------|

 

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We wish to        caution readers that the Company’s operating results are subject to various risks and        uncertainties that could cause our actual results to differ materially from those discussed        or anticipated 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 is required by law.

**Risks        Factors** 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in this annual report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

***We        have a history of significant operating losses and such losses may continue in the        future.***

Since our        inception in 1996, our expenses have substantially exceeded our income, resulting in        continuing losses and an accumulated deficit during our development stage of $182,781 at        September 30, 2007. Although, the Company has historical income from the sale of        investments, interest, and equity investments, we have only recently realized revenue from        operations. Our only expectation of future profitability is dependent upon our ability to        continue to realize revenue from operations, which progression can in no way be        assured.

***The        Company’s limited financial resources cast severe doubt on our ability to generate        cash profits.***

The        Company’s future operation is dependent upon the development of our various business        activities. However, the prospect of such development is in doubt due to our limited        financial resources. The Company may seek to improve this financial condition through debt        or equity offerings but can provide no assurance that such efforts will be        successful.

Our        extremely limited operating history and the discontinuation of our initial business makes        it difficult to evaluate our prospects. As a result of our short operating history, we have        only limited financial data and business information with which to evaluate our business        strategies, past performance and investment in our common stock.

***Dependence on key personnel***

If we lose        key personnel, we may be unable to successfully operate our business. The Company depends        on the continued contributions of our executive officers to work effectively as a team, to        execute our business strategy and to manage our business. The loss of key personnel or        their failure to work effectively could have a material adverse effect on our business,        financial condition and results of operations.

 

 

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***Common stock price may be extremely volatile***

The price        of our common stock may be extremely volatile in the event the Company is able to develop a        public market for its stock. Therefore, investors may not be able to sell their shares at        or above their purchase price, or at all. Our stock was originally quoted on the OTC        Bulletin Board, was subsequently relegated to the “Pink Sheets”, and in July        2005 the Commission suspended all trading in our securities due to delinquent filings. We        have since brought current our filings with the Commission and plan to develop a public        market for our securities in the near future. However, there is no assurance that a public        market will ever be realized. The price of our common stock in a public market could be        highly volatile and could fluctuate substantially because of:

 

|   | § | actual or anticipated fluctuations in our future business                        and operating results; |
|--------|--------|---------------------------------------------------------------------------------------------------------|

|   | § | changes in or failure to meet market expectations;                        and |
|--------|--------|-------------------------------------------------------------------------------|

|   | § | fluctuations in stock market price and volume, which are                        particularly common among securities of technology                          companies, particularly new start-up companies. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

***We do        not intend to pay dividends***

We have        never declared or paid any cash dividends on shares of our common stock. We currently        intend to retain our future earnings for growth and development of our business and,        therefore, we do not anticipate paying any dividends in the foreseeable future.

***Our        internal controls over financial reporting may not be considered effective, which could        result in a loss of investor confidence in our financial reports.***

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the        year ending December 31, 2007, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will 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. If we are unable to assert that our internal controls are        effective as of December 31, 2007, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

**Going        Concern**

The        Company’s most recent annual audit at year end 2006 expressed substantial doubt as to        the Company’s ability to continue as a going concern as a result of recurring losses,        lack of revenue-generating activities and an accumulated deficit of during the development        stage of $436,215 as of December 31, 2006, which decreased to $182,781 as of September 30,        2007. The Company’s ability to continue as a going concern is subject to our ability        to realize a profit from operations and/or obtain funding from outside sources.

 

 

 

24

 

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**ITEM 3.        CONTROLS AND PROCEDURES**.

***(a)        Evaluation of Disclosure Controls and Procedures***

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Exchange Act, as of September 30, 2007. Based on this evaluation, our        principal executive officer and our principal financial officer concluded that, as of the        end of the period covered by this report, our disclosure controls and procedures were        effective and adequately designed to ensure that the information required to be disclosed        by us in the reports we submit under the Exchange Act is recorded, processed, summarized        and reported within the time periods specified in the applicable rules and forms and that        such information was accumulated and communicated to our chief executive officer and chief        financial officer, in a manner that allowed for timely decisions regarding        disclosure.

***(b)        Changes in Internal Controls***

During the        period ended September 30, 2007, there has been no change in internal control over        financial reporting that has materially affected, or is reasonably likely to materially        affect our internal control over financial reporting.

**PART        II – OTHER INFORMATION**

**ITEM 1.        LEGAL PROCEEDINGS**

None.

**ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES**

 

On        September 18, 2007 the Company issued 187,500 shares of restricted stock for consulting        services rendered by Orsa & Company, valued at $0.16 per share or $30,000 pursuant to        the exemptions from registration provided by Regulation D and Section 4(2) of the        Securities Act of 1933, as amended.

 

The Company        complied with the exemption requirements of Section 4(2) based on the following factors:        (1) the issuance was an isolated private transaction that did not involve a public        offering; (2) there was only one offeree who was issued stock as consideration for services        rendered; (3) the offeree committed to hold the stock for at least one year; (4) there were        no subsequent or contemporaneous public offerings of the stock; (5) the stock was not        broken down into smaller denominations; and (6) the negotiations that lead to the issuance        of the stock took place directly between the offeree and the Company.

 

The        Corporation complied with the requirements of Rule 506 of Regulation D of the Securities        Act for the Regulation D equity financing by: (i) foregoing any general solicitation or        advertising to market the securities; (ii) selling only to an accredited investor; (iii)        having not violated antifraud prohibitions with the information provided to the creditor;        (iv) being available to answer questions by the creditor; and (v) issuing restricted        securities to the investor, which securities cannot be sold for at least a year without        registration.

 

On        September 18, 2007 the Company issued 504,750 shares of restricted stock for aggregate        cash

 

25

 

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consideration of $80,760 or $0.16 a share to eight individuals or entities        pursuant to the exemption from registration provided by Regulation S of the Securities Act        of 1933, as amended. No commissions were paid in connection with this equity        offering.

Regulation        S provides generally that any offer or sale that occurs outside of the United States is        exempt from the registration requirements of the Securities Act, provided that certain        conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers        and sales by issuers, securities professionals involved in the distribution process        pursuant to contract, their respective affiliates, and persons acting on behalf of any of        the foregoing (the “issuer safe harbor”), and the other applies to resales by        persons other than the issuer, securities professionals involved in the distribution        process pursuant to contract, their respective affiliates (except certain officers and        directors), and persons acting on behalf of any of the forgoing (the “resale safe        harbor”). An offer, sale or resale of securities that satisfies all conditions of the        applicable safe harbor is deemed to be outside the United States as required by Regulation        S. The distribution compliance period for shares sold in reliance on Regulation S is one        year.

 

The Company        complied with the requirements of Regulation S of the Securities Act by: (i) having no        directed offering efforts made in the United States, (ii) offering only to offerees who        were outside of the United States at the time the securities were issued, and (iii)        ensuring that the subscribers to whom the restricted securities were issued were non-U.S.        residents with addresses in foreign countries. 

 

The        following individuals and entities were issued securities pursuant to the exemption from        registration provided by Regulation S of the Securities Act:

| SUBSCRIBER                 | SHARES  | CONSIDERATION |
|----------------------------|---------|---------------|
| Peter Hersey               | 6,250   | $1,000        |
| Don Mortensen              | 100,000 | $16,000       |
| Estec Superannuation Fund  | 45,000  | $7,200        |
| Rene Bloch                 | 2,500   | $400          |
| Lesley Gray and Garry Gray | 5,000   | $800          |
| Charles Warwick Beattie    | 15,000  | $2,400        |
| Gordon Howard              | 50,000  | $8,000        |
| Nine 2005 Holding Ltd.     | 281,000 | $45,000       |

 

On        September 18, 2007 the Company issued 1 preferred shares of restricted stock for aggregate        cash consideration of $100,000 to Nine 2005 Holding Ltd. pursuant to the exemption from        registration provided by Regulation S of the Securities Act of 1933, as amended. No        commissions were paid in connection with this equity offering.

 

The Company complied with the requirements of Regulation S of the Securities        Act by: (i) having no directed offering efforts made in the United States, (ii) offering        only to an offerees who was outside of the United States at the time the security was        issued, and (iii) ensuring that the subscriber to whom the restricted security was issued        was a non-U.S. resident with an address in a foreign county. 

 

**ITEM 3.        DEFAULTS UPON SENIOR SECURITIES**

None.

**ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

None.

 

26

 

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**ITEM 5.        OTHER INFORMATION**

None.

**ITEM 6.        EXHIBITS**

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 29 of this Form 10-QSB, and are incorporated herein by this reference.

 

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**SIGNATURES**

In        accordance with the requirements of the Securities Exchange Act of 1934, the Registrant        caused this report to be signed on its behalf by the undersigned, thereunto duly        authorized.

***Asia8, Inc. (formerly Asia4Sale.com, Inc.)***

 

|   |  |
|--------|--|

| By: |
|-----|

Eric        Montandon

Chief        Executive Officer, Chief Financial Officer, and Principal Accounting Officer

 

Date:        November 19, 2007

 

28

 

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**INDEX        TO EXHIBITS**

 

| ***Exhibit*** | ***Page*** | ***Description*** |
|---------------|------------|-------------------|

| ***No.*** | ***No**.* |
|-----------|-----------|

         

| 3(i)(a) | *                        Articles                        of Incorporation dated September 23, 1996 (incorporated by reference to the                        Form 10-12G filed with the Commission on October 20, 1999). |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(b) | *                        Amended                        Articles of Incorporation dated July 9, 1999 (incorporated by reference                        from Form 10-QSB filed with the Commission on October 20, 1999). |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(c) | *                        Amended                        Articles of Incorporation dated December 22, 1999 (incorporated by                        reference from Form 10-QSB filed with the Commission on May 15,                        2007). |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(d) | *                        Amended                        Articles of Incorporation dated April 20, 2007 (incorporated by reference                        from Form 10-QSB filed with the Commission on May 15, 2007). |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(ii)(a) | *                        By-Laws                        dated May 6, 1999 (incorporated by reference Form 10-12G filed with the                        Commission on October 20, 1999). |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(ii)(b) | *                        Amended                        Bylaws dated January 22, 2007 (incorporated by reference to the Form 8-K                        filed with the Commission on January 29, 2007). |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(i) | *                        Share                        Purchase Agreement dated May 1, 2000 between Asia4Sale.com, Inc. and World                        Wide Auctioneers, Inc. (incorporated by reference from Form 8-K filed with                        the Commission on October 3, 2007). |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(ii) | *                        Unic                        Distribution Agreement dated May 1, 2007 between Asia8, Inc. and Peter                        Prescott (incorporated by reference from Form 8-K filed with the Commission                        on October 3, 2007). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(iii) | *                        Tri                        Car Distribution Agreement dated May 1, 2007 between Asia8, Inc. and Asian                        Dragon Entertainment and Gaming Corporation (incorporated by reference from                        Form 8-K filed with the Commission on October 3, 2007). |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(iv) | *                        Atomix                        Distribution Agreement dated May 1, 2007 between Asia8, Inc. and Peter                        Prescott (incorporated by reference from Form 8-K filed with the Commission                        on October 3, 2007). |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31 | Attached                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 |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 32 | Attached                Certification                        of the Chief Executive Officer and Chief Financial Officer pursuant to 18                        U.S.C. Section 1350 as adopted pursuant to Section 906 of the                        Sarbanes-Oxley Act of 2002. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * | Incorporated herein by reference |
|---|----------------------------------|

 

 

 

 

29

 

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