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**UNITED STATES        SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                 FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended**March 31,****2009**.

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

Commission file number: **000-27735**

**ASIA8, INC.**

(Exact name of registrant as specified in its charter)

| **Nevada**(State or other jurisdiction of                    incorporation or organization) | **77-0438927**(I.R.S. Employer                     Identification No.) |
|---------------------------------------------------------------------------------------------|------------------------------------------------------------------------|

**600 East Baseline Rd.****, Suite****B3,****Tempe, Arizona 8528****3**

(Address of principal executive offices) (Zip Code)          

**(480) 505-0070**

(Registrant’s telephone number, including area code)

**N/A     **

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

Indicate by check markwhether 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 þNo o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

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

At May 20, 2009, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 24,156,078.

**     **

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008 (audited)   4   Unaudited Consolidated Statements of Operations for the three month periods ended March 31, 2009 and March 31, 2008   5   Unaudited Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and March 31, 2008  6   Notes to Unaudited Consolidated Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  12  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  19  **ITEM 4T.  Controls and Procedures**  19                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  20  **ITEM 1A.  Risk Factors**  20  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  24  **ITEM 3.     Defaults upon Senior Securities**  24  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  24  **ITEM 5.     Other Information**  24  **ITEM 6.     Exhibits**  24  **Signatures**  25 **Index to Exhibits**  26 **

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**PART I – FINANCIAL INFORMATION**

****

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein,the terms “Company,” “we,”“our,” “us,” “it,” and “its”refer toAsia8, Inc., aNevadacorporation,and our subsidiaries and predecessors,unless otherwise indicated.In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for        a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

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| **ASIA8, INC**.                                 |
|-------------------------------------------------|
| **Condensed****Consolidated****Balance Sheets** |
|                                            |   | **Unaudited** | **Audited** |
| **ASSETS**                                      | **March 31, 200****9** | **December 31, 200****8** |
|                                            |   |   |   |
| CURRENT ASSETS                                  |   |   |
|                                            | Cash | $ 2,148 | $ 26,940 |
|                                            | Accounts receivable | 38,780 | 66,065 |
|                                            | Other current assets | 10,840 | 10,840 |
|                                            | Total Current Assets | 51,768 | 103,845 |
|                                            |   |   |   |
|                                            | EQUIPMENT, Net | 14,028 | 16,308 |
| **OTHER ASSETS**                                |   |   |
|                                            | Investments | 3,007,158 | 3,170,950 |
|                                            | Other non-current assets | 224,000 | 224,000 |
|                                            | Total Other Assets | 3,231,158 | 3,394,950 |
|                                            |   |   |   |
|                                            | **TOTAL ASSETS** | $ 3,296,954 | $ 3,515,103 |
|                                            |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**        |
|                                            |   |   |   |
| CURRENT LIABILITIES                             |   |   |
|                                            | Accounts payable and accrued expenses | $ 99,067 | $ 113,578 |
|                                            | Notes payable - related party | 12,778 | - |
|                                            | Total Current Liabilities | 111,845 | 113,578 |
|                                            |   |   |   |
|                                            | TOTAL LIABILITIES | 111,845 | 113,578 |
| STOCKHOLDERS' EQUITY                            |   |   |
|                                            | Preferred stock: 25,000,000 shares authorized; |   |   |
|                                            | $0.001 par value; 2,280shares issued and outstanding | 2 | 2 |
|                                            | Common stock: 100,000,000 shares authorized; |   |   |
|                                            | $0.001 par value; 24,156,078 shares issued |   |   |
|                                            | and outstanding | 24,156 | 24,156 |
|                                            | Additional paid-in capital | 3,580,620 | 3,580,620 |
|                                            | Accumulateddeficit | (419,669) | (203,253) |
|                                            | Total Stockholders' Equity | 3,185,109 | 3,401,525 |
|                                            |   |   |   |
|                                            | **TOTAL LIABILITIES AND STOCKHOLDERS'** |   |   |
|                                            | **EQUITY** | $ 3,296,954 | $ 3,515,103 |

The accompanying notes are an integral part of these financial statements

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| **ASIA8, INC**.                                             |
|-------------------------------------------------------------|
| **Condensed****Consolidated****Statements of Operations**   |
|                                                        |   | **For the three months ended                    March 31**  |
|                                                        |   | **200****9** | **200****8** |
|                                                        |   |   |   |
| REVENUES                                                    | $- | $ 232,956 |
|                                                        |   |   |   |
| Cost of goods sold                                          | $ - | 45,354 |
|                                                        |   |   |   |
| GROSS PROFIT                                                | $ - | 187,602 |
|                                                        |   |   |   |
| General and administrative                                  | 45,215 | 83,512 |
| Depreciation                                                | 2,281 | 2,443 |
|                                                        |   |   |   |
|                                                        | Total Expenses | 47,496 | 85,955 |
|                                                        |   |   |   |
| OTHER INCOME(EXPENSES)                                      |   |   |
|                                                        | Interest Income | 1 | 11 |
|                                                        | Preferred stock dividend | (5,130) | - |
|                                                        | Income (loss) from equity investments | (163,791) | 14,946 |
|                                                        |   |   |   |
|                                                        | Total Other Income(Expenses) | (168,920) | 14,957 |
|                                                        |   |   |
|                                                        |   |   |   |
| NET INCOME (LOSS)                                           | $ (216,417) | $ 116,604 |
|                                                        |   |   |   |
| BASIC INCOME (LOSS) PER SHARE                               | $ (0.01) | $ 0.01 |
| FULLY DILUTED INCOME(LOSS) PER SHARE                        | $ (0.01) | $ 0.01 |
| BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING         | 24,156,078 | 21,478,929 |
| FULLY DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 24,156,078 | 21,478,929 |

The accompanying notes are an integral part of these financial statements

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|                                                                          | **ASIA8, INC**.

**Condensed****Consolidated****Statements of Cash Flows** |
|-------------------------------------------------------------------------------|----------------------------------------------------------------------------|
|                                                                          |                                                                       | **For the three months ended March 31** |
|                                                                          |                                                                       | **200****9** | **200****8** |
|                                                                          |                                                                       |   |   |
| OPERATING ACTIVITIES                                                          |                                                                       |   |
|                                                                          |                                                                       |   |   |
| Net income (loss)                                                             | $ (216,417)                                                                | $ 116,604 |
|                                                                          |                                                                       |   |
| Adjustments to reconcile netincome to 

net cash used by operatingactivities: |                                                                       |   |
| Depreciation expense                                                          | 2,281                                                                      | 2,443 |
| Income (loss) on equity investment                                            | 163,791                                                                    | (14,946) |
| Changes in operating assets and liabilities:                                  |                                                                       |   |
| (Increase) decrease in receivables                                            | 27,285                                                                     | 30,363 |
| (Increase) decrease in inventory                                              | -                                                                          | 41,167 |
| (Increase) decrease in other current assets                                   | -                                                                          | (8,723) |
| Increase (decrease) in accounts payable and accrued expenses                  | (14,511)                                                                   | (250,233) |
|                                                                          |                                                                       |   |   |
|                                                                          | **Net Cash Used****in****Operating Activities**                            | (37,570) | (83,325) |
|                                                                          |                                                                       |   |   |
| INVESTING ACTIVITIES                                                          | -                                                                          | - |
|                                                                          |                                                                       |   |   |
| FINIANCING ACTIVITIES                                                         |                                                                       |   |
|                                                                          |                                                                       |   |   |
| Increase in notes payable                                                     | 12,778                                                                     | - |
| Repayment of payable                                                          | -                                                                          | (845,000) |
| Proceeds fromnote receivable                                                  |   -                                          | 900,000 |
|                                                                          |                                                                       |   |   |
|                                                                          | **Net Cash Provided by Financing Activities**                              | 12,778 | 55,000 |
|                                                                          |                                                                       |   |   |
| NETINCREASE (DECREASE)IN CASH                                                 | (24,792)                                                                   | (28,325) |
|                                                                          |                                                                       |   |   |
| CASH AT BEGINNING OF PERIOD                                                   | 26,940                                                                     | 32,447 |
|                                                                          |                                                                       |   |   |
| **CASH AT END OF PERIOD**                                                     | $ 2,148                                                                    | $ 4,122 |

The accompanying notes are an integral part of these financial statements

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**A****SIA8, INC**.Condensed Notes tothe ConsolidatedFinancial Statements

March 31, 2009

NOTE 1 - ORGANIZATION AND HISTORY           

Asia8, Inc.(the “Company”)(formerly Asia4sale.com, Inc.), a Nevada corporation, was incorporated in September of 1996 as H&L Investments, Inc.          

The name of the Companywas changed to Asia4sale.com, Inc., on December 29, 1999 on acquiringAsia4Sale.com, Ltd., a Hong Kong registered software development company. The Company attempted unsuccessfully to introduce its software products to market in 2000 and determined to abandon the business.        Asia4Sale.com, Ltd. was sold in January of 2005.          

The Company paid $970,000 in June of 2000 to acquire 49% of World Wide Auctioneers, Inc., a Nevada registered corporation, holding 100% of a 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.        (“WWAGroup”), in a stock for stock transaction whereby WWAGroupstock 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 WWAGroup.           

The name of the Company was changed to Asia8, Inc. on April 25, 2007 as focus expanded to include the distribution of products of Asian origin on an international basis.                  The Company maintains a minority interest in WWA Group and is involved in the distribution of a variety of products in the Persian Gulf Region from offices located in Dubai, United Arab Emirates.

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**ASIA8, INC**.        Condensed Notes tothe ConsolidatedFinancial Statements

March 31, 2009

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES                 a. Accounting Method 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end. 

b.         Basic IncomePer Share 

 

For the Three Months Ended March31, 2009

                                                                                                                                 Income                  Shares             Per-Share                                                                                                                                     (Numerator)       (Denominator)         Amount                                                                                                                                               $ (216,417)           24,156,078             $ (0.01)

 

 For the Three Months Ended March31, 2008

                                                                                                                                  Income                 Shares             Per Share                                                                                                                                       (Numerator)    (Denominator)          Amount                                                                                                                                                $ 116,604              21,478,929            $ 0.01         

The computations of basic incomeper share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. There are no common stock equivalents outstanding.

 

c. Recent Accounting Pronouncements           

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, *Accounting for Defensive Intangible Assets*(“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends        to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. We donot expect the adoption of EITF 08-7 to have a material impact on ourconsolidated financial statements. 

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, determining whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need        to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated        financial position and results of operations if adopted.

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**ASIA8, INC**.        Condensed Notes tothe ConsolidatedFinancial Statements

March 31, 2009

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES(CONTD)

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts issued by insurance        enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an 

insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163. 

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory        or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.”                  Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and 

interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective basis. We are evaluating the 

impact the adoption of FSP APB 14-1 will have on our consolidated financial position and resultsof operations.

 

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the        issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.          

In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and        Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the impact, if any, that FSP 142-3 will have on our consolidated financial statements.

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**ASIA8, INC**.        Condensed Notes tothe ConsolidatedFinancial Statements

March 31, 2009

NOTE 3 - SIGNIFICANT EVENTS

  

In November 2007, we were granted the exclusive right to distribute the Renhe Mobile House products, re-branded by the Company as “Wing House” mobile shelter systems, in the Middle East region.The Company paid no considerations for this agreement but did purchase one test unit to display in the UAE        market.

NOTE 4- EQUITY INVESTMENT           

In August 2000 the Company paid $970,000 cash to acquire 49% of WWA World Wide Auctioneers, Inc., a Nevada registered company holding 100% of British Virgin Island registered company World Wide Auctioneers, Ltd. In August 2003 WWA World Wide Auctioneers, Inc. sold 100% of its subsidiary World Wide Auctioneers, Ltd. to Nevada registered company WWA Group, Inc.        (“WWA”), in a stock for stock transaction whereby the stock of WWA Group, Inc. was issued directly to owners of WWA World Wide Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA Group, Inc. in 2003, comprising 47.5% of the issued and outstanding stock of WWA Group, Inc. At March 31, 2009, the Company owned 32% of the issued and outstanding WWA Group, Inc. common stock. 

Condensed financial information of WWAGroup:

|                        | As at 

March 31, 2009               | As at 

December 31, 2008 |
|-------------------------------------------------|--------------------------------------|---------------------------|
| Cash                                            | $ 2,859,494                          | $ 7,476,689               |
| Inventories                                     | 5,319,368                            | 13,823,321                |
| Other current assets                            | 10,219,212                           | 11,818,842                |
| Fixed assets                                    | 6,537,857                            | 5,562,050                 |
| Investments                                     | 1,547,526                            | 1,545,619                 |
| Total Assets                                    | 457                                  | 521                       |
|                                                 |                                 |                      |
| Current liabilities                             | $ 18,029,023                         | $ 31,093,904              |
| Long-term debt                                  | 171,664                              | 342,909                   |
| Common stock                                    | 22,592                               | 22,592                    |
| Additional paid-in capital                      | 4,449,080                            | 4,449,080                 |
| Retained earnings                               | 3,811,098                            | 4,318,036                 |
|                                            |                                 |                      |
| Total Liabilities and Stockholders' Equity      | 457                                  | 521                       |
|                                            | For the three months ended 

March31 |
|                                            | 2009                                 | 2008                      |
| Net revenues                                    | $6,300,327                           | $ 5,271,848               |
| Direct costs                                    | (5,269,841)                          | (3,851,459)               |
| Operating expenses                              | (1,413,740)                          | (1,240,231)               |
| Other income (expense)                          | (123,683)                            | (142,492)                 |
| Net Income (Loss)      | (506,937)                            | $ 37,666                  |

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**ASIA8, INC**.        Condensed Notes tothe ConsolidatedFinancial Statements

March 31, 2009

***NOTE 5 - ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE***

Except as indicated in the Note 1 through Note 4,above, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year-ended December 31, 2008. Therefore, those footnotes are included herein by        reference.

NOTE 6–USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles in United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts        of revenues and expenses during the reporting period. Actual results could differ from those estimates.

****

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**Item 2****.     ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this quarterly report contain        forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences        include but are not limited to those discussed in the subsection entitled *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31. All information presented herein is based on our period ended        March31, 2009.

**Discussion and Analysis**

**General**

The Company holds 7,291,516 shares of the common stock of WWA Group, Inc. (“WWA Group”), which is equal to approximately 32% of WWA Group’s issued and outstanding shares. WWA Group, through its wholly owned subsidiary, is a diversified auction and trading company focused on heavy equipment salesand shipping. WWA Group’s operations are focused on the high-growth, underserved region of the Middle East that is transforming into a luxury tourism and international economic center. Since its inception in 2001, WWA Group’s subsidiary has auctioned approximately $1 billionworth of vehicles and equipment. WWA Group also manages unreserved auctions in Australia through a joint venture partner.

On October 10, 2008, WWA Group sold its interest in Power Track FZE (“Power Track”), a company involved in the management of a limestone removal project in Ras Al Khaimah, United Arab Emiratesto Intelspec International, Inc. (“Intelspec”) in exchange for a minority interest.Intelspec is focused on the management of specialized projects and subcontracts in the $1 million to $10 million range and recently announced its intention to register WWA Group’s 32% equity interest on Form S-1 with the Commission as part of the process to become a publicly trading company.

The Company alsohas the exclusive right to distribute a diverse array of products, as follows:

| ***Product*** | ***Distribution area*** | ***Beginning of distribution*** | ***Total units sold through******December 31******, 2008*** | ***Units sold in******three months******ended******March 31******, 200******9*** |
|---------------|-------------------------|---------------------------------|-------------------------------------------------------------|----------------------------------------------------------------------------------|
| Unic Cranes   | UAE                     | May 31,2007                     | 37                                                          | 0                                                                                |
| Atomix Boats  | UAE                     | June 30,2007                    | 7                                                           | 0                                                                                |
| Wing Houses   | Middle East             | November 30,2007                | 5                                                           | 0                                                                                |

Unic Cranes, manufactured in Japan by Furukawa Co., Ltd., 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 Cranes 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.Atomix Boats include a range of eight designs from 4 to 10 meters including bow riders, cabin cruisers, sports cruisers, and fisherman. Other Atomix products include a selection of inflatable boats and trailers including boat trailers and general purpose trailers. Atomix Boatsare hand made in China, with quality assurance provided by a team of New        Zealand boat builders that remain onsite both to train staff andmonitor 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. All 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 Wing House mobile shelter system was specifically designed to meet the need for an efficient, cost-effective mobile structure capable of serving as an office, residence, or storage space. Each Wing House unit is delivered as a standard 40 foot container with all ISO fittings in place for easy transport. These units can be placed anywhere with        a swinglift and opened into an 850 square-foot living or working environment within 4 to 5 hours. The Wing House is an ideal solution for any application requiring low-cost, rapidly-mobile living or office space. The units are effectively insulated and carry a 5-star energy use rating, making them ideal for use in the hot climate conditions of the Middle East. The units are pre-wired for telephone, internet, and television, and can be ordered with pre-installed air conditioning and        blinds. All units are delivered complete with all electrical wiring including lighting, sockets and switches, complete plumbing and a hot water system, external lighting, built-in cabinetry, and a fully fitted bathroom. The Wing House retails at approximately $65,000 and faces virtually no equivalent competition. The Wing House is built by Renhe Manufacturing China and has been re-branded by the Company.

**Business Strategy**         The Company’s current focus is to work together with WWA Group to increase the value of our investment and to leverage that relationship to develop the distribution of Unic Cranes, Atomix boats, and Wing House mobile shelter systems. We anticipate that we will require additional capital to market these businesses and recognize that the recent economic downturnin the global economyhas decreased demand for        our products that depend on optimism in the construction and leisure sectors. 

***WWA Group***         WWA Group’s auctions have developed a significant customer base and have achieved consistent revenue and profits that have lead to a dominant market share in Dubai, its primary operating market. The Company invested in WWA Group in 2000, anticipating potential future value appreciation in that investment, and possible synergies our management’s experience in Asian product sourcing and WWA Group’s core auction and selling business.         Since the relationship between the Company and WWA Group is one of common control, we benefit from the contacts and business development opportunities generated by its business activities. We intend to provide additional financial and business support to WWA Group to help grow the value of our equity interest, and to provide us opportunities for acquisition and development that are related to and generated by WWA Group.                 The value of our investment in WWA Group has appreciated and we believe that it has the potential for further appreciation. We also believe that our working relationship with WWA Group combined with our access to its selling channels and customers will assist us in the marketing Asian manufactured crane, boat and mobile shelter products.

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***Unic Cranes*** 

Since many prospective buyers of Unic Cranes are WWA Group customers we spend littleon advertising, sales staff, or administrative matters.Due to the economic malaise in the construction sector our current focus is to sell our remaining inventoryof Unic Cranes as we evaluate whether to increase our investment in Unic Cranesto service a broader market of buyers in a dwindling market. 

***Atomix Boats*** 

We will continue to seek outrelationships with real estate agents involved in selling marina and waterfront property throughout the U.A.E. who will work on a commission basis to sell our boats alongside their housing units. The downturn in the global economy has had a major affect on the demand for leisure        craft so we do not intend to invest additional effort into this business at this time. 

***Wing House Mobile Shelters***         We are displaying and using Wing House office units at the WWA Group auction yard, and actively marketing the unit to the thousands of visitors to our yard each year. We are offering the units for sale or rental on a 60 day delivery schedule from order date. We are negotiating financing with the manufacturer to spur sales effortsthough demand for this type of housing has receded.         

**Results of Operations**

During thethree month periodendingMarch31, 2009the Company failed to realize revenues from the sale of its products which failure resulted in net losses for        the period.Despite this reversal from net income in the prior period the Company remains optimistic that a recovery in the global economy will generate sales of our products in future periods that will enable us to expand the respective businesses. Otherwise, the Company may decide to cease efforts in respect to certain product lines and seek to sell or terminate existing distribution arrangements. 

***Revenue***

Revenue for the three month period ended March 31, 2009was $0as compared to $232,956for the three month period ended March 31, 2008. The decrease in revenue over the comparative periods can be attributed to the global recession        which has impacted the demand for the products for which we act as a distributor. We expect revenuein future periods with a return to normalization in the global markets. 

***Gross Profit***         Gross profit for the three month period ended March 31, 2009was $0as compared to $187,602for the three month period ended March 31, 2008. Gross profit is the difference between the gross sale prices of our products and the total direct costs of purchasing them and selling them. We expect that gross profits will returnin future periods        commensurate with our recognition ofrevenue.

***Expenses***

Expensesfor thethree month periodendedMarch 31, 2009were$47,496as compared        $101,647for thethree month periodendedMarch 31, 2008, a decrease of 53%.The decrease in expenses over the comparative periods can beattributed to a reduction of marketing efforts in the more recent period. The Companyexpects        that expenses willincreasein future periods as we increase marketing efforts. Depreciation and amortization expenses for thethree month periodsendedMarch31,2009and2008were $2,281and $2,443respectively.Depreciation and amortization expenses are expected to increase as we acquire additional assets in the process of expanding the operation of our distribution activities.

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***Other Income******/L******oss***

Other lossfor thethree month periodendedMarch 31, 2009was $168,920as comparedto        other incomeof$14,957for thethree month periodendedMarch 31, 2008.Other lossin the currentperiodcan be        attributed to the loss on equity investments tied to our interest in WWAGroup.We expect that other lossrelated tothe business operations of WWA Groupwill return to other income in future periods as WWAGroupcontinues to        outperform historical results. 

***Net Income/Losses***

Net lossfor thethree month periodendedMarch 31, 2009was $216,417as comparedto net        incomeof$116,604for thethree month periodendedMarch 31, 2008.Therealization ofa net lossin the current period can be attributed to a lack of revenue andlosses tied toour equity investmentin WWA Group. We expect to realize net income from operationsand gains on our equity investmentin future periods.

***Capital Expenditures***

The Companyexpended no amounts on capital expenditures for the period from March 31, 2009.

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

The Company may havean income tax benefit resulting from net operating losses to offset any future operating profit. However, the Company has not recorded this benefit in the financial statements because it cannot be assured that it will utilize the net operating losses carried forward in future years.         

***Impact of Inflation*** 

The Companybelieves that inflation has had a negligible effect on operations over the past three years and that it has offsetanyinflationary increases by improving operating efficiencies. However, inflation has had a negative impact        on the net income of WWA Group over the past 24 months which impact has affected the performance of our equity investment. 

***Liquidity and Capital Resources***         

At March 31, 2009, the Company had a working capital deficit of $60,077. Our current assets totaled $51,768, which includedcash of $2,148andaccounts receivable of $38,780. Our total assets were $3,296,954consisting primarily of our equity investment in WWA Group of $3,007,158. At March 31, 2009our current and total liabilities were $111,845.

.

Cash flow used in operating activities for the three months period ended March31, 2009was $37,570as compared to $88,325for the three months period ended March31, 2008. The decrease in cash flow used in operating activities in the current period can be primarily attributed to a decrease in accounts payable.We expect to realize cash flow from operating activities in future periods.

Cash flow used in investing activities for the three months periodended March 31, 2009was $0 as compared to $0for the three months period ended March 31, 2008.We expect to use cash flow in        investing activities in future periods as expand our respective businesses.

 

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Cash flow provided by financing activities for the three months period ended March 31, 2009was $12,778as compared to $55,000for the three months period ended March31, 2008. Cash flow provided by financing activities in the current period can be attributed toan increase        in notes payable.         While we were able to generatesufficient cash flow from operations to cover certain of our expenditures during thetwelve monthsof2008, lack of revenue in the current three month period gives usno assurance that we can maintain operations going forward. Until the point at        which cash flow from operations consistently covers expenditures,we will have to obtain additional working capital from debt or equity placements, or sales of marketable securitiesin WWA Group. Although we have a commitment for the provision of up to $272,000 in additional working capitalas the result of an agreement to sell preferred shares, this commitment alone may prove        to be insufficient. Our inability to cover short fallsin cash flow would cause us to continue to reduce expenditures which would have a material adverse effect on our business.         The Company does not expect to pay cash dividends in the foreseeable future.         The Companyhad no lines of credit or other bank financing arrangements.          The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors. 

***Off Balance Sheet Arrangements***

As of March 31, 2009, the Company hasno 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 arematerial to stockholders.

***Critical Accounting Policies***

In the notes to the audited financial statements forthe year ended December 31, 2008, included in our Form 10-K, the Companydiscusses those accounting policies that are considered to be significant in determining the results of operations and our financial position. The        Companybelieves that the accounting principles we utilized conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate estimates. We base our estimates on        historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions. With respect to revenue recognition, we apply the following critical accounting policies in the preparation of our financial statements.

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***Revenue Recognition***

The Companygenerates revenue through the sale of its products on a private, commercial, and industrial basis.Revenue from product sales is recognized at the time the product is shipped and invoiced and collectibility is reasonably assured. The Companybelieves thatcertainrevenue should be recognized at the time of shipment as title passes to the customer at the time of shipment.

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

The statements contained in the section titled*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report,with the        exception of historical facts, are forward looking statements. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

|  | ·      | our anticipated financial performance; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | our ability to fund cash requirements for operations; |
|--|----------------------------------------|-------------------------------------------------------|

|  | ·      | uncertainties related to the growth of our business and the acceptance of products and services; |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------|

|  | ·      | our ability to realize sufficient revenues to expand operations; |
|--|----------------------------------------|------------------------------------------------------------------|

|  | ·      | the volatility of the stock market; and |
|--|----------------------------------------|-----------------------------------------|

|  | ·      | general economic conditions. |
|--|----------------------------------------|------------------------------|

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipatedincluding the factors set forth in the section entitled*Risk        Factors*included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.         

***Stock-Based Compensation***Wehaveadopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s        equity instruments or that may be settled by the issuance of such equity instruments. 

The Company has no outstanding stock options or related stock option expense.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration        received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

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***Recent Accounting Pronouncements***

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, *Accounting for Defensive Intangible Assets*(“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to        actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. We donot expect the adoption of EITF 08-7 to have        a material impact on ourconsolidated financial statements. 

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and        therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on        our consolidated financial position and results of operations if adopted.

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts        issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that creditdeterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit        deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163. 

In May 2008, FASB issuedFASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments        that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate        when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our consolidated financial position        and results of operations.         

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental        entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.

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In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142,        “Goodwill andOther Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the impact, if any, that FSP 142-3 will have        on our consolidated financial statements.

In March 2008, FASB issued SFAS 161 which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash        flows. The provisions of SFAS 161 are effective for the period beginning after November 15, 2008. The Company is currently reviewing the effect, if any, that the adoption of this statement will have on the Company’s financial statements.

****

**ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

**ITEM 4T.     CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures         ***

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under        the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to        allow timely decisions regarding required disclosures.

Based on thatevaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods        specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

***Changes in Internal Control over Financial Reporting         ***

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during theperiodendedMarch31, 2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**PART II****– OTHER INFORMATION**

****

**ITEM 1.     LEGAL PROCEEDINGS         **

None.

**ITEM 1A.     RISK FACTORS         **

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or        the value of our securities.

**Risks Related to the Company’s Business**

*IF THE COMPANY**DOES NOT**GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS UNABLE TO**OBTAIN ADDITIONAL CAPITAL**TO OPERATE ITS BUSINESS,**IT**MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS*         As of March 31, 2009, the Company had a working capital deficit of $60,077. We will have to obtain additional working capital from debt or equity placements to effectively continue operations. Although, we have a commitment for the provision of additional working capital, this commitment may prove to be insufficient. Should we be unable to secure additional capital, such condition would cause us to reduce expenditures which would have a material adverse        effect on our business.

*THE CONSTRUCTION CRANE,**BOAT, AND MOBILE SHELTER INDUSTRIES**ARE**SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND THEREFORE THE**PRODUCTS**WHICH WE ARE ENTITLED TO DISTRIBUTE**COULD BECOME OBSOLETE AT ANY TIME*         Evolving technology, updated industry standards, and frequent new product and service introductions characterize the construction crane, boat, and the mobile shelter industries, as a result the products which we are entitled to distribute could become obsolete at any time. Competitors have developed products similar to or competitive with our own and continue to develop new products, any of which may displace our products in the marketplace and limit our        prospects for success.

*MARKET ACCEPTANCE OF THE PRODUCTS**WE INTEND TO DISTRIBUTE**IS CRITICAL TO**OUR**GROWTH*         The Company intends to continue to generate revenue from the sale of construction cranes, boats, and mobile shelters; as such, market acceptance of our products is critical. If our prospective customers do not accept or purchase these products, then our revenue, cash flow and/or operating results will be negatively impacted.

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*WE**COMPETE**WITH LARGER AND BETTER-FINANCED CORPORATIONS*         Competition within the international market for construction cranes, boats, and mobile shelters is intense. While the products we are entitled to distribute are distinguished by next-generation innovations that are more sophisticated, flexible and cost effective than many competitive products currently in the market place, a number of entities offer construction cranes, boats, and mobile shelters and new competitors may enter the market in the future. Some        of our existing and potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do, including well known multi-national corporations.         

*AS A DISTRIBUTOR WE DEPEND ON THE PERFORMANCE OF THIRD PARTY MANUFACTURERS*         The Company relies on Japan-based Furukawa Unic, to procure construction cranes for distribution, China-based Atomix Boats Co. Ltd to procure boats for distribution, and Renhe Manufacturing China to procure Wing House mobile shelters. Our business plan is reliant on the delivery of products from these respective manufacturers, which reliance reduces the level of control we have and exposes us to significant risks such as inadequate capacity, late delivery,        substandard quality and higher prices, all of which could adversely affect the Company’s performance.

*OUR CHIEF EXECUTIVE OFFICER WILL NOT BE ABLE TO OFFER HIS UNDIVIDED ATTENTION**TO THE COMPANY DUE TO HIS DUAL RESPONSIBILITIES         *Our chief executive officer does not offer his undivided attention to our business as he also serves as the chief executive officer of WWA Group. His responsibilities cause him to divide his time, the majority of which is dedicated to the management and operation of WWA Group. The division of time however does not necessarily indicate a division of interests as the Company owns approximately 36% of the outstanding shares of WWA Group. His dual        responsibilities may compromise our ability to successfully implement our plan of operation.

*THE COMPANY’S**SUCCESS DEPENDS ON OUR**ABILITY TO**RETAIN KEY PERSONNEL*

The Company’s future success will depend substantially on the continued services and performance of Eric Montandon in addition to the engagement of other key personnel The loss of the services of Eric Montandon could have a material adverse effect on our business prospects, financial condition and results of operations. Our future success        also depends on the Company’s ability to identify, attract, hire, train, retain and motivate technical, managerial and sales personnel. Competition for such personnel is intense, and we cannot assure that we will succeed in attracting and retaining such personnel. Our failure to attract and retain the necessary technical, managerial and sales personnel would have a material adverse effect on our business prospects, financial condition and results of operations.

         

*OUR**BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS*

International, national and local standards set by governmental regulatory authorities set the regulations by which products are certified across respective territories. The products which we intend to distribute are subject to such regulation in addition to national, state and local taxation. Although we believe that we can successfully        distribute our products within current governmental regulations it is possible that regulatory changes could negatively impact our operations and cause us to diminish or cease operations.

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**Future Risks Related to the Company’s Stock**

*THE COMPANY INTENDS TO APPLY TO HAVE**ITS STOCK**QUOTED**ON THE OTCBB*         The Company has no public trading market for its shares, and we cannot represent to you that a market will ever develop. Nonetheless, we do intend to seek a quotation on the OTCBB. However, there can be no assurance that we will obtain a quotation on the OTCBB or that obtaining a quotation will generate a public trading market for our shares.                  Further, if we obtain a quotation on the OTCBB, this may limit our ability to raise money in an equity financing since many institutional investors do not consider OTCBB stocks for their portfolios. Therefore, an investors’ ability to trade our stock might be restricted as only a limited number of market makers quote OTCBB stock Trading volumes in OTCBB stocks are historically lower, and stock prices for OTCBB stocks tend to be more volatile, than stocks traded on an exchange or        the NASDAQ Stock Market. We may never qualify for trading on an exchange or the NASDAQ Stock Market.

*THE COMPANY’S STOCK PRICE COULD BE VOLATILE*         Should a public market for our shares develop, the future market price could be subject to significant volatility and trading volumes could be low. Factors affecting our market price will include:

|  | ·      | perceived prospects; |
|--|----------------------------------------|----------------------|

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

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

|  | ·      | sales or purchases of large blocks of our stock; |
|--|----------------------------------------|--------------------------------------------------|

|  | ·      | changes in, or our failure to meet, earnings estimates; |
|--|----------------------------------------|---------------------------------------------------------|

|  | ·      | changes in securities analysts’ buy/sell recommendations; |
|--|----------------------------------------|-----------------------------------------------------------------|

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

|  | ·      | announcements of new contracts by us or our competitors; |
|--|----------------------------------------|----------------------------------------------------------|

|  | ·      | announcements of legal claims against us; |
|--|----------------------------------------|-------------------------------------------|

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

|  | ·      | developments in the financial markets; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | general economic, political or stock market conditions. |
|--|----------------------------------------|---------------------------------------------------------|

In addition, our future stock price may fluctuate in ways unrelated or disproportionate to our operating performance. General economic, political and stock market conditions that may affect the market price of our common stock are beyond our control. The market price of our common stock at any particular time may not remain the market price in the future. In the        past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

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*We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.*

        We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002,as discussed in the following risk factor, hassubstantially        increased our expenses, including legal and accounting costs, and madesome activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

*Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an a**dverse Affect on SHAREHOLDER        PERCEPTION**.*

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we arerequired to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of        the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our shareholderscould lose confidence in the accuracy and completeness of our financial reports, which in turn        could have an adverse affect on shareholder perception.

*the Company**does not pay dividends.*

The Companydoes not pay dividends.We havenot paid any dividends since inception and haveno intention of paying any dividends in the foreseeable future. Any future dividends would be at the        discretion of our board of directors and would depend on, among other things, future earnings, ouroperating and financial condition,our capital requirements, and general business conditions. Therefore, shareholdersshould not expect any type of cash flow from their investment.

*THE COMPANY’S**STOCK IS A PENNY STOCK**AND, THEREFORE OUR**SHAREHOLDERS MAY FACE SIGNIFICANT RESTRICTIONS ON THEIR STOCK*

The Company’s stock differs from many stocks in that it is a "penny stock." The Commission defines a penny stock in Rule 3a51-1 of the Exchange Act as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that (a) have net        tangible assets greater than $2 million if they have been in operation at least three years, (b) have net tangible assets greater than $5 million if in operation less than three years, or (c) average revenue of at least $6 million for the last three years. OTCBB securities are considered penny stocks unless they qualify for one of the exclusions.

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The Commission has adopted a number of rules to regulate penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-9 under the Exchange Act. Since our securities constitute a "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may        further affect the ability of owners of shares to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer        spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.        Shareholders should be aware that, according to the Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:            

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES****AND USE OF PROCEEDS** 

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.         

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

None.         

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed inthe Index to Exhibits on page26of this Form 10-Q, and are incorporated herein by        this reference.

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.          

***Asia8, Inc.                               Date***

/s/ Eric Montandon                              May 20, 2009By: Eric Montandon        Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director                  

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**INDEX TO EXHIBITS**

***Exhibit     Description***

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 June 2000 between Asia8, Inc. (formerly Asia4Sale.com, Inc.) and World Wide Auctioneers, Inc. (incorporated by reference to the Form 8-K filed with the Commission on October 3, 2007).

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

14*     Code of Ethics (Code of Conduct) (incorporated by reference to the Form 8-K filed with the Commission on October 3, 2007).

21*     Subsidiaries of the Company(incorporated by reference to the Form 10-K filed with the Commission on April 1, 2009).

31     Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

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

      *      Incorporated by reference to previous filings of the Company.

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