**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, 20****10**.

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.) |
|---------------------------------------------------------------------------------------------|--------------------------------------------------------|

**2465 W. 12th St. Tempe, Suite 2, Tempe, Arizona 85281-6935**

(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 changedsince last report)

Indicate by check markwhether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has        been subject to such filing requirements for the past 90 days. Yes þNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit        and post such files).Yes oNo þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.        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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding ofthe issuer’s common stock, $0.001 par value (the only class of voting stock), at May 19, 2010, was 24,411,360.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009 (audited)   4   Unaudited Statements of Operations for the three month periods  ended March 31, 2010 and  March 31, 2009   5   Unaudited Statements of Cash Flows for the three month periods ended March 31, 2010 and  March 31, 2009  6   Notes to 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**  17  **ITEM 4T.  Controls and Procedures**  17                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  17  **ITEM 1A.  Risk Factors**  18  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  21  **ITEM 3.     Defaults upon Senior Securities**  21  **ITEM 4.     (Removed and Reserved)**  21  **ITEM 5.     Other Information**  21  **ITEM 6.     Exhibits**  21  **Signatures**  22 **Index to Exhibits**  23 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein,the terms “Company,” “we,”“our,” and “us”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****.**                      |
|------------------------------------------|
| **Balance Sheets**                       |
|                                     |   |   |   |   |   |   |   |   |
|                                     |   |   |   |   |   | **Unaudited** |   | **Audited** |
|                                     |   |   |   |   |   | **Mar****ch 31, 20****10** |   | **December 31, 2009** |
| **ASSETS**                               |   |   |   |   |   |   |
|                                     |   |   |   |   |   |   |   |   |
| CURRENT ASSETS                           |   |   |   |   |   |
|                                     | Cash |   |   |   | $7,613 |   | $2,510 |
|                                     | Accounts receivable |   |   | - |   | - |
|                                     | Inventory |   |   |   | - |   | - |
|                                     | Other current assets |   |   | 594 |   | 0 |
|                                     |   | Total Current Assets |   | 8,207 |   | 2,510 |
|                                     |   |   |   |   |   |   |   |   |
| FIXED ASSETS, Net                        |   |   | 479 |   | 719 |
|                                     |   |   |   |   |   |   |   |   |
| OTHER ASSETS                             |   |   |   |   |   |   |
|                                     | Investments |   |   |   | 1,797,464 |   | 2,204,634 |
|                                     | Other non-current assets |   | - |   | - |
|                                     |   | Total Other Assets |   |   | 1,797,464 |   | 2,204,634 |
|                                     |   |   |   |   |   |   |   |   |
|                                     |   | **TOTAL ASSETS** |   |   | $1,806,150 |   | $2,207,863 |
|                                     |   |   |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY** |   |   |   |
|                                     |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                      |   |   |   |   |   |
|                                     | Accounts payable and accrued expenses |   | $161,908 |   | $139,028 |
|                                     |   | Total Current Liabilities |   | 161,908 |   | 139,028 |
|                                     |   |   |   |   |   |   |   |   |
|                                     |   | TOTAL LIABILITIES |   | 161,908 |   | 139,028 |
|                                     |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY                     |   |   |   |   |
|                                     | Preferred stock: 25,000,000 shares authorized; |   |   |   |
|                                     | $0.001 par value; 2,280 and 1,000 shares |   | 2 |   | 2 |
|                                     | issued and outstanding,respectively |   |   |   |   |
|                                     | Common stock: 100,000,000 shares authorized; |   |   |   |
|                                     | $0.001 par value; 24,411,360 and 24,156,078 shares |   |   |   |
|                                     | issued and outstanding, respectively |   | 24,411 |   | 24,411 |
|                                     | Additional paid-in capital |   |   | 3,621,210 |   | 3,621,210 |
|                                     | Accumulated deficit |   |   | (2,001,381) |   | (1,576,788) |
|                                     |   | Total Stockholders' Equity |   | 1,644,242 |   | 2,068,835 |
|                                     |   |   |   |   |   |   |   |   |
|                                     |   | **TOTAL LIABILITIES AND STOCKHOLDERS'** |  |   |   |
|                                     |   | **EQUITY** |   |   | $1,806,150 |   | $2,207,863 |

See accompanying notes to financial statements.

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| **ASIA8, INC****.**                   |
|---------------------------------------|
| **Statements of Operations**          |
|                                  |   |   |   |   |
|                                  |   |   |   | **For the Q****uar****t****e****r Ended** |
|                                  |   |   |   | **March 31,** |
|                                  |   |   |   | **2010** |   | **2009** |
|                                  |   |   |   |   |   |   |   |   |
| REVENUES                              |   | $ | - |   | $ | - |
|                                  |   |   |   |   |   |   |   |   |
| COST OF GOODS SOLD                    |   |   | - |   |   | - |
|                                  |   |   |   |   |   |   |   |   |
|                                  | GROSS PROFIT |   |   | - |   |   | - |
|                                  |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES                    |   |   |   |   |   |   |
|                                  |   |   |   |   |   |   |   |   |
|                                  | Depreciation and amortization |   |   | 239 |   |   | 2,281 |
|                                  | General and administrative |   |   | 12,054 |   |   | 45,215 |
|                                  |   |   |   |   |   |   |   |   |
|                                  |   | Total Operating Expenses |   | 12,293 |   |   | 47,496 |
|                                  |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                  |   |   | (12,293) |   |   | (47,496) |
|                                  |   |   |   |   |   |   |   |   |
| OTHER INCOME (EXPENSES)               |   |   |   |   |   |   |
|                                  |   |   |   |   |   |   |   |   |
|                                  | Other income |   |   | - |   |   | 1 |
|                                  | Preferred stock dividend |   |   | (5,130) |   |   | (5,130) |
|                                  | Income (loss) from equity investment |   | (407,170) |   |   | (163,791) |
|                                  |   |   |   |   |   |   |   |   |
|                                  |   | Total Other Income (Expenses) |   | (412,300) |   |   | (168,920) |
|                                  |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                     |   | $ | (424,593) |   | $ | (216,416) |
|                                  |   |   |   |   |   |   |   |   |
| BASIC INCOME (LOSS) PER SHARE         | $ | (0.02) |   | $ | (0.01) |
|                                  |   |   |   |   |   |   |   |   |
| FULLY DILUTED INCOME (LOSS) PER SHARE |   | (0.02) |   |   | (0.01) |
|                                  |   |   |   |   |   |   |   |   |
| BASIC WEIGHTED AVERAGE NUMBER OF      |   |   |   |   |   |
| SHARES OUTSTANDING                    |   |   | 24,411,360 |   |   | 24,156,078 |
|                                  |   |   |   |   |   |   |   |   |
| FULLY DILUTED WEIGHTED AVERAGE        |   |   |   |   |   |
| NUMBER OF SHARES OUTSTANDING          |   |   | 24,411,360 |   |   | 24,156,078 |

See accompanying notes to financial statements.

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| **ASIA8, INC****.**                  |
|--------------------------------------|
| **Statements of Cash Flows**         |
|                                 |   |   |   |   |   |   |
|                                 |   |   |   |   |   | **For the Q****uar****t****e****rs Ended** |
|                                 |   |   |   |   |   | **March 31,** |
|                                 |   |   |   |   |   | **2010** |   | **2009** |
|                                 |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES |   |   |   |   |   |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 | Net income (loss) |   |   | $ | (424,593) |   | $ | (216,417) |
|                                 | Adjustments to reconcile net income to net cash used by |   |   |   |   |   |
|                                 | operating activities: |   |   |   |   |   |
|                                 | Depreciation and Amortization expense |   | 239 |   |   | 2,281 |
|                                 | (Gain) Loss on equity investments |   | 407,170 |   |   | 163,791 |
|                                 | Changes in operating assets and liabilities: |   |   |   |   |   |
|                                 | Decrease in Accounts receivable |   | - |   |   | 27,285 |
|                                 | Decrease in Other current assets |   | (594) |   |   | - |
|                                 | Decrease in Inventory |   |   | - |   |   | - |
|                                 | Increase in Accounts payable and accrued expenses |   | 22,880 |   |   | (14,511) |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   |   | **Net Cash Used in Operating Activities** |   | 5,102 |   |   | (37,570) |
|                                 |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES |   |   |   |   |   |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 | Proceeds from sale of fixed assets |   | - |   |   | - |
|                                 | Purchase of fixed assets |   |   | - |   |   | - |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   |   | **Net Cash (Used) in****Investing Activities** |   | - |   |   | - |
|                                 |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES |   |   |   |   |   |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 | Cash received on note receivable |   | - |   |   | - |
|                                 | Cash paid on notes payables |   |   | - |   |   | - |
|                                 | Increase/(Decrease) in notes payables |   | - |   |   | 12,778 |
|                                 | Common and preferred stock issued for cash/debt |   | - |   |   | 0 |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   |   | **Net Cash Provided by Financing Activities** |   | - |   |   | 12,778 |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   | NET INCREASE (DECREASE) IN CASH |   | 5,102 |   |   | (24,792) |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   | CASH AT BEGINNING OF PERIOD |   | 2,510 |   |   | 26,940 |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   | **CASH AT END OF PERIOD** | $ | 7,613 |   | $ | 2,148 |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   | CASH PAID FOR |   |   |   |   |   |   |
|                                 |   |   | Interest |   |   | $ | - |   | $ | - |
|                                 |   |   | Taxes |   |   | $ | - |   | $ | - |
|                                 |   |   |   |   |   |   |   |   |   |   |
|                                 |   | SCHEDULE OF NON-CASH FINANCING |   |   |   |   |   |
|                                 |   | AND INVESTING ACTIVITIES |   |  |   |   |  |
|                                 |   | COMMON STOCK ISSUED FOR DEBT | $ | - |   | $ | - |

See accompanying notes to financial statements.

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**ASIA8, INC.            Notes to the Financial Statements            March 31, 2010**

NOTE 1 - ORGANIZATION AND HISTORY         

Asia8, Inc. (formerly Asia4sale.com, Inc.), a Nevada corporation, was incorporated in September of 1996. The Company was formerly known as H&L Investments, Inc. The name of the corporation was changed to “Asia4sale.com, Inc.”, on December 22, 1999 and a Certificate of Amendment of Articles of Incorporation duly filed with the Office of the Secretary of State        for the State of Nevada on December 29, 1999.                 The Company changed its name on December 22, 1999 with the intent to acquire Asia4Sale.com, Ltd., a Hong Kong registered software development company (“LTD”) which was incorporated in March of 1999. At that time the Company had 1,000,000 shares of common stock outstanding and no assets or liabilities. The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares to acquire LTD. On December 11, 2000, the Company executed a onefor onestock dividend.                 The Company thus became a software development company in the process of designing and building a web based system for B2B and B2C selling, bartering, and auctioning of consumer goods and services to the Asian market place.                 In 2000 the Company spent significant funds developing its software and attempting to market its software through various media channels. The development and marketing operations, handled through wholly owned subsidiary LTD., were ceased in mid 2000 due to lack of acceptance of the Company’s products and an overall downturn in the popularity of emerging B2C and B2B products. The Company eventually sold Asia4Sale.com, Ltd.,to an unrelated party        in January of 2005.                 During June of 2000, the Company 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. (“WWAGroup”), in a stock for stock transaction whereby WWA 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 WWAGroup.         

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.                 The Company was funded by a group of several non-US investors that invested $2,280,558 cash into the Company’s treasury during 2000 through 2002. The Company issued 6,200,960 (post April 2007 reverse-stock split) shares of its common stock in 2000 through 2002 in return for this investment.

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**ASIA8, INC.            Notes to the Financial Statements            March 31, 2010**

  NOTE 2 – GOING CONCERN          

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might        be necessary should the Company be unable to continue as a going concern. The Company has accumulated losses and working capital and cash flows from operations are negative which raises doubt as to the validity of the going concern assumptions. These financials do not include any adjustments to the carrying value of the assets and liabilities, the reported revenues and expenses and balance sheet classifications used that would be necessary if the going concern assumption were not        appropriate; such adjustments could be material. 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES                 a. Accounting Method         

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

 

b. Basic Loss per Share 

| For the Three Months Ended March 31, 2010 |
|-------------------------------------------|
|                                      |   |   |
| Income                                    | Shares | Per-Share |
| (Numerator)                               | (Denominator) | Amount |
| $(424,593)                                | 24,411,360 | $(0.02) |
|                                      |   |   |
|                                      |   |   |
| For the Three Months Ended March 31, 2009 |
|                                      |   |   |
| Income                                    | Shares | Per Share |
| (Numerator)                               | (Denominator) | Amount |
|                                      |   |   |
| $(216,417)                                | 24,156,078 | $(0.01) |

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

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**ASIA8, INC.            Notes to the Financial Statements            March 31, 2010**

 c. Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the        classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance or service        condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.                   In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855, “Subsequent Events.” The amendments to ASC Topic 855 do not change existing requirements to evaluate subsequent events, but: (i) defines a “SEC Filer,” which we are; (ii) removes the definition of a “Public Entity”; and (iii) for SEC Filers,        reverses the requirement to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations. 

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and        (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and        nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations.                   Management believes the impact of other recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption.

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**ASIA8, INC.            Notes to the Financial Statements            March 31, 2010**

NOTE 4- EQUITY INVESTMENT

 

 In August 2000 the Company paid $970,000 cash to acquire 49% of World Wide Auctioneers, Inc., a Nevada registered company holding 100% of British Virgin Island registered company World Wide Auctioneers, Ltd. In August 2003 World Wide Auctioneers, Inc.,sold 100% of its subsidiary World Wide Auctioneers, Ltd.,to Nevada registered company WWA Group, Inc. (“WWAGroup”), in a stock for stock transaction whereby the stock of WWA Group was issued directly to owners of World Wide Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA Group in 2003, comprising 47.5% of the issued and outstanding stock of WWA Group. At March 31, 2010, the Company owned 32% of the issued and outstanding WWA Group common        stock.

Condensed financial information of WWAGroup:

|                                       | As atDecember 31,         |
|--------------------------------------------|---------------------------|
|                                       | 2010                      | 2009 |
|                                       |                      |   |
| Cash                                       | $3,047,708                | $8,636,411 |
| Receivables                                | 1,218,980                 | 4,464,014 |
| Other current assets                       | 9,834,940                 | 10,730,020 |
| Fixed assets                               | 6,622,108                 | 6,409,532 |
| Other assets                               | 1,527,999                 | 1,523,116 |
|                                       |                      |   |
| Total Assets                               | $ 22,251,735              | $ 31,763,093 |
|                                       |                      |   |
| Auction payables                           | $1,582,056                | $8,068,708 |
| Other current liabilities                  | 15,224,106                | 16,986,355 |
| Long-term debt                             | 724,529                   | 726,788 |
| Common stock                               |     22,592 | 22,592 |
| Additional paid-in capital                 | 4,449,080                 | 4,449,080 |
| Retained earnings                          | 249,372                   | 1,509,570 |
|                                       |                      |   |
| Total Liabilities and Stockholders' Equity | $22,251,735               | $31,763,093 |

         

Condensed financial information of WWAGroup:

               

|                   | For the three months Ended                    March 31, |
|------------------------|---------------------------------------------------------|
|                   | 2010                                                    | 2009 |
|                   |                                                    |   |
| Net revenues           | $5,802,080                                              | $ 6,300,327 |
| Direct costs           | (5,374,343)                                             | (5,269,841) |
| Operating expenses     | (1,305,365)                                             | (1,413,740) |
| Other income (expense) | (382,570)                                               | (123,683) |
| Income taxes           | -                                                       | - |
|                   |                                                    |   |
| Net Income (Loss)      | $(1,260,198)                                            | $(506,937) |

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**ASIA8, INC.            Notes to the Financial Statements            March 31, 2010**

NOTE 5- EQUITY TRANSACTIONS

In 2009, the Company issued 255,282 shares of common stock for cash at $0.16 per share. In 2008, the Company issued 1,084,243 shares of common stock by converting notes payables into equity at $0.16 per share. In 2007, the Company issued 2,124,250 shares of common stock for cash at prices ranging from $0.08 to $0.16 per share for a total value of $304,800. 

During the year ended December 31, 2008 the Company issued 1,280 shares of preferred stock for cash at $100 per share. During the year ended December 31, 2007, the Company issued 1,000 shares of common stock at $100 per share. The each share of preferred stock is convertible to 400shares of common stock. The Series 1        preferred shares have a coupon rate of 9% interest per annum, with no redemption provision.

NOTE 6- 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, 2009. Therefore, those footnotes are included herein by reference.

NOTE 7– USE OF ESTIMATES          

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

NOTE 8– SUBSEQUENT EVENTS          

The Company has evaluated subsequent events from the balance sheet date through May 20, 2010,and determined there are no events to disclose.

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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 reportcontain 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 hereto included in this report. All information presented herein is based on our period ended March 31, 2010. Our fiscal year end is December 31.

**Discussion and Analysis**

The Company’s current focus is to (i) work together with its 32% owned subsidiary, WWA Group, Inc. (“WWA Group”) and WWA Group’s subsidiaries to increase the value of the Company’s investment and (ii) leverage that relationship to develop the distribution of 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 sector. 

***Wing House Mobile Shelters***         We are displaying and using Wing House office units at the WWA Group auction yard, and actively marketing the unitsto the thousands of visitors to our yard each year. We are offering the unitsfor 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.Intelspec International, Inc. (“Intelspec”), a former minority owned, unconsolidated subsidiaryof WWA Group,is tendering and winning various contracts in Asia that may lead to more demand for the units. The Company and Intelspec will share gross profits made on any sales or rentals generated by Intelspec’s efforts.***WWA Group***         WWA Group’s auctions have developed a significant customer base with recurring revenue 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 with 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 as necessary 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.                 We believe that thevalue of our investment in WWA Group has the potential for significant 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 mobile shelter products.***Unic Cranes and Atomix Boats*** 

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Due to the economic malaise inthe construction sector and ourcomplete lack of sales, we are currently evaluating whether or not we will restart our investment and marketing activities in Unic Cranes.          

We may also resume seeking outrelationships with real estate agents involved in selling marina and waterfront property throughout the U.A.E. However, 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.

***Expansion Plans into other Businesses***

The Company is currently targeting operating businesses and assets that are priced at current market levels that do not rely on expanding economies to generate profit. Since the Company’s ability to raise capital for acquisitions is limited our current intention is to rely on stock for stock exchange transactions as a means by which to expand into new business        opportunities.         

**Results of Operations**

During the three months ending March 31, 2010, the 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 Wing Houses are still in demand, and that a global economic recovery in 2010        alongside the efforts of Intelspec will generate sales of Wing Houses. Increased sales of products in future periods will enable us to expand our business. 

***Revenue******and Gross Profit***         

The Company had no revenueor gross profitsfor the threemonthsended March31, 2010 and 2009. We attribute thisto the        effect that a global recession has had on the demand for products for which we act as a distributor. We expectto realizerevenue in future periods with a return to normalization in the global markets. 

***Operating Expenses***

General and administrativeexpenses for the three months ended March 31, 2010,were $12,054as compared $45,215for the three months ended March 31, 2009. We expect that general and administrative        expenses will increase in relation to our efforts to build our businesses.                  Depreciation and amortization expenses for the three months ended March 31, 2010 and 2009were $239and $2,281respectively. Depreciation and amortization expenses are expected to increase as we acquire additional assets in the process of expanding the operation of our distribution activities.

***Other Income/Expense***         

Other expenses for the three months ended March 31, 2010, were$412,300as compared to $168,920for the three months ended March 31, 2009. Other expenses in the current period can be attributed to a loss on equity investments tied to our        interest in WWA Group. We expect income related to the business operations of WWA Group willincrease as WWA Group implements its business strategy to (i) increase cash flow through increased operating efficiencies from itsprimary auction site, (ii) continue to utilize lower cost venues including on-line auctions and smaller equipment auctions at smaller sites, (iii) further develop its non-auctioneering        operations, and (iv) acquire synergetic businesses.

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***Net Income/Loss***

Net loss for the three months ended March 31, 2010, was $424,593as compared to $216,416for the three months ended March 31, 2009. The significant increase in net loss in the current period can be attributed to the lossfrom our equity        investmentWWA Group. We expect to transition back to net income over the next twelve months as we expect income from our equity investment and revenue from the sale of Wing House mobile shelters. 

***Capital Expenditures***         

The Company did not spend any significant amounts on capital expenditures during the three monthsended March 31, 2010.

***Income Tax Expense (Benefit)         ***The Company may have an income tax benefit resulting from net operating losses to offset any future operating profit. However, the Company has not recorded this benefit in the financial statements because it cannot be assured that it will utilize the net operating losses carried forward in future years.         

***Impact of Inflation*** 

The Company believes that inflation has had a negligible effect on operations over the past three years and that it has offset any inflationary 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. As we add additional sales and administrative staff in the U.A.E. and other countries with high inflation, management will re-evaluate the impact of inflation on our business and operations.

***Liquidity and Capital Resources         ***

As of March 31, 2010, the Company had a working capital deficit of $153,701. Our currentassets were$8,207consistingprimarilyof cash. Our total assets were        $1,797,464consisting primarily of our equity investment in WWA Group. At March 31, 2010,our current and total liabilities were $161,908.

Cash flow provided byoperating activities for the three monthsended March 31, 2010,was $5,102as compared to cash flow used in operating activities of $37,570for the three monthsended March 31, 2009. Cash provided by operating activities within the current period as compared to cashused in the previous periodwasprimarily due to adjustment from an increase in accounts payable and accrued expenses in the current period. We expect to generate cash from operations in        2010 withthe realization of sales of Wing House mobile shelters as well asWWA Group’s transition to net income, and, accordingly, a gain on our equity investments.

The Company had no cash flow provided by investing activities for the three monthsended March31, 2010 and 2009.        Cash flow provided by financing activities for the three monthsended March 31, 2010was $0as compared to $12,778for the three monthsended March 31, 2009.

The Company owns shares of WWA Group as an equity investment. The shares are restricted common stock in a publicly traded company with a current face market value of over $700,000. We could sell a portion of these shares, subject to the limitations imposed by Rule 144, as a source of operating funds. The Company has reached an agreement to secure up to $500,000 from an investor in exchange for shares of Series 1 preferred stock secured by 500,000 shares of our WWA Group common stock. The Series 1 preferred shares are convertible into 400 shares of Company common stock, bear interest at 9% per annum, and have no redemption provision. The investor has subscribed to 2,280 Series 1 preferred shares in exchange for $228,000 as of the date of this report. We        have the option of selling another $272,000 worth of preferred stock to the same investor on the same terms and conditions. We have yet to exercise this option.          

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While we were able to generate sufficient cash flow from operations to cover certain of our expenditures during the threemonths endedMarch 31,2010, we can offer no assurance that we can maintain our ability to continue operations.        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 our marketable securities, to effectively continue our operations. Although we have a commitment for the provision of up to $272,000 in additional working capital, this commitment may prove to be insufficient. Our inability to cover short falls in cash flow would cause us to reduce expenditures which could have        a material adverse effect on our business.

The Company does not expect to pay cash dividends in the foreseeable future.                  The Company had no lines of credit or other bank financing arrangements.                   The Company has no defined benefit plan or contractual commitment with any of its officers or directors.                   The Company has no current plans for the purchase or sale of any plant or equipment

***Off Balance Sheet Arrangements***         

As of March 31, 2010, 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, 2009 included in our Form 10-Kfiled with the Securities and Exchange Commission, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and our financial        position. The Company believes that the accounting principles we utilized conform to accounting principles generally accepted in the United States of America.

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

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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 collectability is reasonably assured. The Companybelieves thatcertainrevenue should be recognized 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; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

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

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

|  | ·      | our ability to achieve and maintain an adequate customer base to generate sufficient revenues to maintain and expand operations; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|

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

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

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

***Stock-Based Compensation*The Company has adopted Accounting Standards Codification Topic (“ASC”) 718, formerly 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 ASC 505. 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.**

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***Recent Accounting Pronouncements***

Please see Note 2to our financial statements included herein for recent accounting pronouncements.

**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 WWA Group’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of WWA Group’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, WWA Group’s management concluded, as of the end of the period covered by this report, that WWA Group’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 the period ended March 31, 2010, that materially affected, or are reasonably likely to materially affect, WWA Group’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS**

On August 5, 2009WWA Groupreceived a Pre-Penalty Notice (“Notice’) from the Office of Foreign Assets Control (“OFAC”). The Notice was issued based on OFAC’s belief that WWA Group has engaged in certain transactions prohibited by Executive        Order(s) and or Regulations promulgated pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 *et seq.*in connection with the facilitation of auction related services to Iran and Sudan. The perceived violations have caused OFAC to propose a civil monetary penalty of $4,665,600 be imposed on WWA Group subject to adjustment based on evidence presented in response to the        Notice.The Notice process permits us to contact OFAC by telephone to initiate settlement discussions or otherwise provide a written response to the perceived violations within the permitted 30 day notice period prior to the issuance of a Penalty Notice.WWA Group has provided a written response to OFAC that presents evidence to negate the perception that it has operated in contravention of the laws of the U.S.        and is now awaiting OFAC’s response.

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**ITEM 1****A****.****     RISK FACTORS**

The Company’soperations 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, 2010, the Company had a working capital deficit of $153,701. 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.         

*MARKET ACCEPTANCE OF THE PRODUCTS**WE HAVE DISTRIBUTION RIGHTS TO IS CRITICAL TO**OUR**GROWTH*         The Company intends to continue to generate revenue from the sale of mobile shelters and may attempt to generate revenue from cranes and boats in the future. 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.

*WE COMPETE**WITH LARGER AND BETTER-FINANCED CORPORATIONS*         Competition within the international market for mobile shelters, construction cranes, and boats 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 Renhe Manufacturing China to procure Wing House mobile shelters for distribution and may again rely upon Japan-based Furukawa Unic to procure construction cranes and China-based Atomix Boats Co. Ltd.,to procure boats for distribution. 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.

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*OUR CHIEF EXECUTIVE OFFICER DOES NOT 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 32% of the outstanding shares of WWA Group. Nonetheless, his dual        responsibilities may compromise the Company’s ability to successfully conduct its business operations.

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

The Company’s future success will depend substantially on the continued services and performance of Eric Montandon 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. Further, climate change legislation and greenhouse gas regulation is becoming increasingly ubiquitous. The products which we intend to distribute are subject to such regulation        in addition to national, state and local taxation. Although we believe that we can successfully distribute our products within current governmental regulations it is possible that regulatory changes could negatively impact our operations and cause us to diminish or cease operations.

*SALES OF EQUIPMENT FROM WWA GROUP’S AUCTIONS MAY HAVE ULTIMATELY ENDED UP IN IRAN, SUDAN**OR SYRIA.*

Due to the proximity of Iran, Sudan and Syria to WWA Group’s auction site, sales records,and statistics on regional spending forused construction equipment, there is reason to believe that some percentage of the equipment sold at WWA Group’s auctions prior to        May 2007 may have ultimately ended up in Iran, Sudanor Syria. Although WWA Group has never sold equipment to Iran, Sudanor Syria, countries which the U.S. State Department and OFAChave identified as state sponsors of terrorism, andWWA Group has never made any effort to attract consignors or bidders from any country recognized as a state        sponsor of terrorism, it is possible that some small percentage of equipment purchased at the auctions wassold to persons or entities that re-exported such equipmentto these countries, particularly to Iran. 

WWA Group does not believe that the small percentage of sales in question has had any impact on operations, reputationor on shareholder value. However, despite the fact that WWA Group has no knowledge of delivery of equipment purchased at its auctions to Iran, Sudan or Syria, OFAC has proposed that a fine of        $4,665,600 be imposed on WWA Group. Although WWA group is in the process of negating the basis for the proposed fine the imposition of such a penalty would have a negative on WWA Group’s reputation and could diminish WWA Group’s ability to continue as a going concern. 

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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; |
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|  | ·      | 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; |
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|  | ·      | differences between our reported results and those expected by investors and securities analysts; |
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|  | ·      | announcements of new contracts by us or our competitors; |
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|  | ·      | announcements of legal claims against us; |
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|  | ·      | market reaction to any acquisitions, joint ventures or strategic investments announced by us; |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------|

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

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

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

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

        We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 has substantially increased our expenses, including legal and accounting costs, and made some 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.

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

         

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

*the Company does not pay dividends.*

The Company does not pay dividends. We have not paid any dividends since inception and have no intention of paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital        requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.          

**ITEM 4.     ****(REMOVED AND RESERVED)**         

Removed and reserved.          

**ITEM 5.     OTHER INFORMATION**

None.          

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 23of 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 21, 2010

By: 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)*      Bylaws 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)*     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(unconsolidated)of the Company (incorporated by reference to the Form 10-K filed with the Commission on March 31, 2010).

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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