**UNITED STATES**

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

*(Mark One)*

þ     Quarterly reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended**March        31****, 2008**.

o     Transition reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fromto.

Commission file number:**000-****27735**

**ASIA8****, INC****.**

(Exact name ofregistrantas specified in its charter)

| **Nevada**(State or other jurisdiction of                    incorporation or organization) | **77-0438927**

(I.R.S. Employer

Identification No.) |
|---------------------------------------------------------------------------------------------|-------------------------------------------------------|

**2465 West 12****th****Street, Suite 2 Tempe, Arizona 85281**

(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 theregistrant: (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: YesþNoo.

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 fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ

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

At May14, 2008, the number of shares outstanding of theregistrant's common stock, $0.001 par value (the only class of voting stock),was23,071,835.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 (audited)   4   Unaudited Statements of Operations for the three month periods ended March 31, 2008 and March 31, 2007   5   Unaudited Statements of Cash Flows for the three month periods ended March 31, 2008 and March 31, 2007  6   Notes to Unaudited Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  11  **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**.                                |
|------------------------------------------------|
| **Balance Sheets**                             |
|                                           |   | Unaudited | Audited |
| ASSETS                                         | March 31, 2008 | December 31, 2007 |
|                                           |   |   |   |
| CURRENT ASSETS                                 |   |   |
|                                           | Cash | $4,122 | $32,447 |
|                                           | Accounts receivable | 142,155 | 172,518 |
|                                           | Inventory | 192,018 | 233,183 |
|                                           | Other current assets | 18,723 | 10,000 |
|                                           | Total Current Assets | 357,018 | 448,148 |
|                                           |   |   |   |
| FIXED ASSETS                                   |   |   |
|                                           | Equipment, Net | 56,137 | 58,580 |
|                                           | Total Fixed Assets | 56,137 | 58,580 |
|                                           |   |   |   |
| OTHER ASSETS                                   |   |   |
|                                           | Other receivables | 101,500 | 101,500 |
|                                           | Equity investment | 3,022,054 | 3,007,108 |
|                                           | Other investments | 6,480 | 6,480 |
|                                           | Note receivable | - | 900,000 |
|                                           | other non current assets | 224,000 | 224,000 |
|                                           | Deposit | 4,360 | 4,360 |
|                                           | Total Other Assets | 3,358,394 | 4,243,448 |
|                                           |   |   |   |
|                                           | TOTAL ASSETS | $3,771,549 | $4,750,176 |
|                                           |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|                                           |   |   |   |
| LIABILITIES                                    |   |   |
|                                           | Accounts payable and accrued expenses | $198,846 | $449,079 |
|                                           | Notes payable - related party | 225,395 | 1,070,395 |
|                                           | Total Current Liabilities | 424,242 | 1,519,474 |
|                                           |   |   |   |
|                                           | TOTAL LIABILITIES | 424,242 | 1,519,474 |
|                                           |   |   |   |
| STOCKHOLDERS' EQUITY (DEFICIT)                 |   |   |
|                                           | Preferred stock: 25,000,000 shares authorized; |   |   |
|                                           | $0.001 par value; 100,000 shares issued and outstanding | 100,000 | 100,000 |
|                                           | Common stock: 100,000,000 shares authorized; |   |   |
|                                           | $0.001 par value; 23,071,835 and 20,947,585 shares issued |   |   |
|                                           | and outstanding respectively | 23,072 | 23,072 |
|                                           | Additional paid-in capital | 3,180,228 | 3,180,228 |
|                                           | Accumulatedequity (deficit) | 44,007 | (72,598) |
|                                           | Total Stockholders' Equity (Deficit) | 3,347,307 | 3,230,702 |
|                                           |   |   |   |
|                                           | TOTAL LIABILITIES AND STOCKHOLDERS' |   |   |
|                                           | EQUITY (DEFICIT) | $3,771,549 | $4,750,176 |

The accompanying notes are an integral part of these financial statements

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| **ASIA8, INC**.                              |
|----------------------------------------------|
| **Unaudited****Statements of Operations**    |
|                                         |   | For the three monthsended

March 31  |
|                                         |   | 2008 | 2007 |
|                                         |   |   |   |
| REVENUES                                     | $232,956 | $ - |
|                                         |   |   |   |
| Cost of goods sold                           | 45,354 | - |
|                                         |   |   |   |
| GROSS PROFIT                                 | 187,602 | - |
|                                         |   |   |   |
| General and administrative                   | 83,512 | 16,338 |
| Depreciation                                 | 2,443 | 383 |
|                                         |   |   |   |
|                                         | Total Expenses | 85,954 | 16,721 |
|                                         |   |   |   |
| OTHER INCOME                                 |   |   |
|                                         |   |   |   |
|                                         | Income (loss) fromequity investments | 14,946 | (87,508) |
|                                         | Interest income | 11 | 9,016 |
|                                         |   |   |   |
|                                         | Total Other Income | 14,957 | (78,492) |
|                                         |   |   |
| INCOME (LOSS) FROMCONTINUING OPERATIONS      | 116,604 | (95,213) |
|                                         |   |   |
| INCOME (LOSS) FROMDISCONTINUED OPERATIONS    | - | - |
|                                         |   |   |   |
| NET INCOME (LOSS)                            | $116,604 | $(95,213) |
|                                         |   |   |   |
| BASIC INCOME (LOSS)PER SHARE                 | $0.01 | $(0.00) |
|                                              |   |   |
| WEIGHTED AVERAGE NUMBER OF SHARESOUTSTANDING | 21,478,929 | 21,058,608 |

The accompanying notes are an integral part of these financial statements

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|                                                                      | **ASIA8, INC**.                           |
|---------------------------------------------------------------------------|-------------------------------------------|
|                                                                      | **Unaudited****Statements of Cash Flows** |
|                                                                      |                                      | For thethree monthsendedMarch 31 |
|                                                                      |                                      | 2008 | 2007 |
|                                                                      |                                      |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                      |                                      |   |
|                                                                      |                                      |   |   |
| Net income (loss)                                                         | $116,604                                  | $(95,212) |
|                                                                      |                                      |   |
| Adjustments to reconcile net loss tonet cash used by operatingactivities: |                                      |   |
| Depreciation expense                                                      | 2,443                                     | 382 |
| Income (loss) on equity investment                                        | (14,946)                                  | 87,508 |
| Changes in operating assets and liabilities                               |                                      |   |
| (Increase) decrease in receivables                                        | 30,363                                    | - |
| (Increase) decrease in inventory                                          | 41,167                                    | - |
| (Increase) decrease in other current assets                               | (8,723)                                   | - |
| Increase (decrease) in accounts payable andaccrued expenses               | (250,233)                                 | (37,878) |
|                                                                      |                                      |   |   |
|                                                                      | Net Cash Used by Operating Activities     | (83,325) | (45,200) |
|                                                                      |                                      |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                      | -                                         | - |
|                                                                      |                                      |   |   |
| CASH FLOWS FROM FINIANCING ACTIVITIES                                     |                                      |   |
|                                                                      |                                      |   |   |
| Common stock issued for cash                                              | -                                         | 35,800 |
| Cash paid on note payable                                                 | (845,000)                                 | 18,489 |
| Cash received on note receivable                                          | 900,000                                   | - |
|                                                                      |                                      |   |   |
|                                                                      | Net Cash Provided by Financing Activities | 55,000 | 54,289 |
|                                                                      |                                      |   |   |
| NET DECREASE IN CASH                                                      | (28,325)                                  | 9,089 |
|                                                                      |                                      |   |   |
| CASH AT BEGINNING OF PERIOD                                               | 32,447                                    | 545 |
|                                                                      |                                      |   |   |
| CASH AT END OF PERIOD                                                     | $4,122                                    | $9,634 |

The accompanying notes are an integral part of these financial statements

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**ASIA8, INC**.Notes tothe UnauditedFinancial Statements

March 31, 2008

NOTE 1 - ORGANIZATION AND HISTORY

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

The name of theCompanywas 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        with the intent to acquire Asia4Sale.com, Ltd., a Hong Kong registered software development company (“LTD”),which was incorporated in March of 1999. At that time the Company had 1,000,000 shares of common stock outstanding and no assets or liabilities. The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares to acquire LTD. On December 11, 2000, the Company executed a 1 for 1 stock dividend.                 The Company thus became a software development company in the process of designing and building a web based system for B2B and B2C selling, bartering, and auctioning of consumer goods and services to the Asian market place. In 2000 the Company spent significant funds developing its software and attempting to market its software through various media channels. The development and marketing operations, handled through wholly owned subsidiary LTD., were ceased in mid 2000 due to lack of        acceptance of the Company’s products and an overall downturn in the popularity of emerging B2C and B2B products. The Company eventually sold Asia4Sale.com, Ltd. to an unrelated party in January of 2005.                 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 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.         

On April 20, 2007, the Company held a special meeting of shareholders to(i)amend its articles of incorporation to change the name to “Asia8, Inc.”, (ii)amend its articles of incorporation to create a preferred class of shares of        25,000,000 shares par value $0.001,and(iii)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 tothe UnauditedFinancial March 31, 2008

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 Loss Per Share

For theThree MonthsEndedMarch31, 2008

Income Shares Per-Share        (Numerator)                (Denominator)            Amount                 $116,604                     23,071,835                        $ 0.01         For theThree MonthsEndedMarch 31, 2007

Income Shares Per Share        (Numerator)               (Denominator)            Amount                 $(95,213)                            21,058,608                      $(0.00)         

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.

 

c.Recent Accounting Pronouncements         

In March 2008, the 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 onthe Company’sfinancialstatements.

In December 2007, the FASB issued SFAS No. 160,“Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51.”This statements objective is to improve the relevance, comparability, and transparency of the financial information that a        reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised),“Business Combinations.”This revision statement’s objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects        on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Company’s financial statements.

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**ASIA8, INC**.            Notes tothe UnauditedFinancial March 31, 2008

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES(Continued)

c.Recent Accounting Pronouncements (Continued)

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”SFAS 159 creates a fair value optionallowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and        financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to        understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted.The Companyis continuing to evaluate SFAS 159 and to assess the impact onitsresults of operations and financial        condition if an election is made to adopt the standard.

In January 2007,the Companyadopted FIN 48. FIN 48 clarifies the accounting for uncertain taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, "*Accounting for Income Taxes."*FIN 48 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.

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. (“WWAGroup”), in a stock for stock transaction whereby the stock ofWWA Groupwas issued directly to owners of WWA World Wide Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA Groupin 2003, comprising 47.5% of the issued and outstanding stock of WWA Group. AtMarch31, 2008, the Company owned 40% of the issued and outstandingWWA Groupcommon stock.

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**ASIA8, INC**.            Notes tothe UnauditedFinancial Statements

March 31, 2008

NOTE 4- EQUITY INVESTMENT(continued)

Condensed financial information of WWAGroup:

|                  | As at                    March 31,2008 | As at

December 31,2007 |
|-------------------------------------------|----------------------------------------|-------------------------|
|                                      |                                   |                    |
| Cash                                      | $1,396,428                             | $5,283,399              |
| Inventories                               | 4,897,454                              | 3,435,696               |
| Other current assets                      | 5,910,535                              | 6,875,333               |
| Fixed assets                              | 5,386,386                              | 5,407,063               |
| Investments                               | 1,801,917                              | 1,799,955               |
|                                      |                                   |                    |
| Total Assets                              | $ 19,392,720                           |  $ 22,801,46       |
|                                           |                                   |                    |
| Current liabilities                       | $10,713,404                            | $13,965,862             |
| Long-term debt                            | 1,794,412                              | 1,988,345               |
| Common stock                              | 18,432                                 | 18,432                  |
| Additional paid-in capital                | 2,812,045                              | 2,812,045               |
| Retained earnings                         | 4,054,429                              | 4,016,763               |
|                                      |                                   |                    |
| Total Liabilities and Stockholders'Equity | $ 19,392,720                           |  $ 22,801,446      |

          

|                                           | For the three monthsended

March 31 |
|------------------------------------------------|-------------------------------------|
|                                           | 2008                                | 2008 |
|                                           |                                |   |
| Net revenues                                   | $5,271,848                          | $5,622,671 |
| Direct costs                                   | (3,851,459)                         | (4,302,349) |
| Operating expenses                             | (1,240,231)                         | (1,486,773) |
| Other income (expense)                         | (11,651)                            | (24,862) |
| Income taxes                                   | -                                   | - |
|                                           |                                |   |
| Net Income(Loss)      | $37,666                             | $(206,387) |

**NOTE5- ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE**

Except as indicated in theNote 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, 2007. Therefore, those        footnotes are included herein by reference.

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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 thisquarterly reportcontain        forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences        include but are not limited to those discussed in the subsection entitled*Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31.Allinformationpresented herein is based on thethreemonthperiod endedMarch 31, 2008.

**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 40% 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 sales and shipping,        with an investment into a limestone mining venturein the United Arab Emirates. 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 $600 million worth of vehicles and equipment. WWA Group also manages unreserved auctions in Australia through a        joint venture partner.

In addition to the holding of WWA Group’s shares, the Company also has direct operations. We have the exclusive rightto distributea diverse array ofproducts, as follows:         

| ***Product***                                   | ***Distribution area*** | ***Beginning of distribution*** | ***Total u******nits sold******through******March 31, 2008*** | ***Units sold in three months ended March 31, 2008*** |
|-------------------------------------------------|-------------------------|---------------------------------|---------------------------------------------------------------|-------------------------------------------------------|
| Unic Cranes                                     | U.A.E.                  | May 31, 2007                    | 22                                                            | 4                                                     |
| Atomix Boats                                    | U.A.E.                  | June 30, 2007                   | 4                                                             | __                                                    |
| “Wing House” mobile shelter systems | Middle East region      | November 2007                   | 1                                                             | __                                                    |

Unic Cranes, manufactured in Japan by Furukawa Co., Ltd.,are among the world’s most popularand highly regarded products within theirmarketnichethat have        achieved a dominant market position in Japanandseveral other markets.UnicCranesare compact, efficient, and easy to maneuver, characteristicsideally suited to the busy, confined, urban construction environments that are typical of the U.A.E.

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Atomix Boats include a range ofeightdesigns 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.Allboats 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.

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. Theseunitscan be placed anywhere with a swinglift and opened into an850 square-footliving 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 andahot water system, external lighting, built-in cabinetry, and afully fitted        bathroom.The Wing House retails at approximately $65,000 and faces virtually no equivalent competition.The Wing House isbuiltby Renhe Manufacturing China andhas beenre-branded by the Company.

In 2007 we also acquired exclusive distributorship rights to 20 countries for sales of Trident 3-wheeled CNG (clean natural gas) powered vehicles. We did sell by contract two sub-dealerships for the vehicles in 2007, but were unable to collect fees due for the sale. In April 2008 we discontinued our efforts to market the Trident vehicles due to        price, quality and competition issues.

**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 Housemobile shelter systemspursuant to the respective distribution        agreements.We anticipate thatwemay require additional capital to develop our respective businesses andwe dohave a commitment in place to provide additional capital as necessary to develop our sales infrastructure.

***WWA Group*** 

WWA Group’sauctions 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*** 

Many prospective buyers of UnicCranesare WWAGroupcustomers.As such, we do not have to spend significant amounts on advertising, sales staff, or administrative matters to sell        UnicCranes.SinceMay 1, 2007we have only required the assistance of onesales consultant working with our operations manager for our sales.         Our current focus is to sellourremaining stock of UnicCrane inventory acquired in connection withour distribution agreement. Subsequently, we plan touse the gross sales to pay down debt associated with the cranes and to order new stock. Gross profit margins will be used to pay general and        administrative expenses.                  We plan to purchase used UnicCranes from Asian markets to add to our Dubaiinventoryinan effortto service a broader market of buyers with shorter lead time on delivery.         

***Atomix Boats*** 

Wewill continue to formalizerelationships with real estate agents involved in selling marina and waterfront property throughout the U.A.E.in lieu of building an in-house retail sales team.These agentswork oncommissionto sell boats along side theirhousing units. We are also planning to work in a joint venture with Emirates Boat Share Ltd. to co-market AtomixBoats.         

***Wing House Mobile Shelters***         We are displaying and using Wing House office units at the WWAGroupauction yard, and actively marketing the unit to the thousands of visitors toouryard each year. We are offering the units for sale or rental on a 60 day delivery schedule from orderdate. We are negotiating financingwith the manufacturer to spur future sales efforts.         

***Related Operations***         The Company has also entered into a sublease with Fastcraft Marine FZE to occupy 50% of a 2,000 square meter shop and warehouse in Ras al Khaimah port, U.A.E., which will serve as our service and logistics centerfor our Atomix BoatsandUnicCranesbusinesses. We have agreed to pay rent of $40,000 per        year for a 5-year term for use of this building space and quayside space. We have also engaged Fastcraft Marine FZE to service, warranty, manage and deliver allAtomix BoatsandUnicCranes we import to the U.A.E. By contracting a well established company in a shared facility, and passing the costs onto the buyers, we believe we can avoid        growing our own overhead and salary costs long into the future.

**Results of Operations**

During thethree month periodendingMarch31, 2008 and that period since commencing the distribution of our products,  the Companysoldseveral units of each ofthe crane, boat and mobile shelterproduct lines to a total of 18 customers.We expect to generate revenue from increased sales of these productsover the next twelve months.

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***Revenue***

Revenue for thethree month periodendedMarch31, 2008was $232,956as compared to $0 for thethree month        periodendedMarch 31, 2007.The realization of revenue can be attributed to the sale of Unic Cranes.  We expect that revenue will increasein future periods aswe focuson building sales fromourdistributorship agreements.         

***Gross Profit***         

Gross profitfor thethree month periodendedMarch 31, 2008was $187,602as comparedto$0 for thethree month periodendedMarch 31, 2007.Gross profit is the difference between the gross sale prices of our products and the total direct costs of purchasing them and selling them.The gross margin forcurrent periodis 81% ofrevenue.We expect thatour gross profit will increase in future periods commensurate with increase revenue.

***Expenses***

Expensesfor thethree month periodendedMarch 31, 2008were$85,954as compared $16,721for thethree month periodendedMarch 31, 2007.The increase in expenses over the comparative periods can beprimarilyattributed to theaddition of salaries, rent, and marketing costs that we did not        incur prior to our commencing sales operations for our products. The Companyexpects that general and administrative expenses willincreasein relation to our efforts to build each of ourbusinesses.         

Depreciation and amortization expenses for thethree month periodsendedMarch31,2008 and2007were        $2,442and $383respectively.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***

Other income for thethree month periodendedMarch 31, 2008was $14,957as comparedto other losses of$87,508for thethree month periodendedMarch 31, 2007.Other income in the currentperiodcan be attributed to a gain on equity investments tied to our interest in WWAGroup.We expect that other income related tothe business operations of WWA Groupwill continue to increase as WWAGroupcontinues to outperform historical results.         

***Net Income/Losses***

Net incomefor thethree month periodendedMarch 31, 2008was $116,604as comparedto net loss of$95,213for thethree month periodendedMarch 31, 2007.Therealization ofnet income in the current period can be attributed both to the realization ofgross        profit on salesrevenue in the currentperiodandto theother incomerecognized asagain on our equity investmentin WWA Group. We expect to continue to        realize net income from operationsand gains on our equity investment.

***Capital Expenditures***

The Companyexpended no amounts on capital expenditures for the period from July 9, 1999 (inception) toMarch31,2008except to acquire distribution rights forUnicCranes, AtomixBoats,and Trident vehicles pursuant to which wepaid $65,000 and common stock valued at $224,000 of goodwillin the second quarter of 2007.We also purchased a company vehiclein        2007 and inventory for resale beginning in2007.

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

The Company has an income tax benefit resulting from net operating losses to offset any future operating profit. However, the Company has not recorded this benefit in the financial statements because it cannot be assured that 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. Further,as we addadditional sales and administrative staff in the U.A.E. and other countries withhigh inflation,management willre-evaluatethe impact ofinflationonour business and operations.

***Liquidity and Capital Resources         ***

Cash flow used in operating activities for thethree monthsendedMarch31,2008was $83,325as compared        to $45,200for thethree monthsendedMarch 31,2007.Theincrease in cash flow used in operating activities in the current period can beprimarilyattributed        toa decrease in accounts payable and accrued expenses of $250,233 that were not fully offset bythe realization of net income. We expecttorealizecash flowfromoperating activitiesin future        periods.

Cash flow used in investing activities for thethree monthsendedMarch31,2008 and2007was        $0.

Cash flow provided by financing activitiesfor thethree monthsendedMarch 31,2008was $55,000as compared to $54,289for thethree monthsendedMarch 31,2007.Cash flow provided by financing activities in the current period can be attributedtocash received        against a note payablethat was not fully offset by cash paid on a note payable.

As ofMarch31, 2008, the Companyhad a working capital deficit of        $67,224.While wegeneratedsufficient cash flow from operations to cover our expendituresin the first quarter of 2008, such condition may not continue. Until the point at which cash flow from operationsconsistently coversexpenditures we will have to obtain additional working capital from debt or equity placements to effectively continue our operations. Although we have a commitment for the provision of additional working capital, this commitment may prove to be insufficient.Should we        beunable to secure additional capital to cover any short fall in cash flow, suchcondition would cause us to reduceexpenditures whichcould have a materialadverse effect on our business.

The Companyis holding shares of WWA Groupas an equity investment. The current face market value of these shares isover $4million. The shares are restricted common stock in a publicly traded        company. As the market allows and in accordance with the limits of Rule 144, we may sell a portion of the shares as a source of operating funds ifneeded. Any sales proceeds couldbe used to fundthepayment of ongoingoperationalexpenses.

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In April of 2007 we reached an agreement to obtain up to $500,000 from an investor in exchange for shares of Series 1 preferred stock on an as needed basis secured by 500,000 shares of our WWA Group common stock. The Series 1 preferred shares are convertible to common stock in the Company at $0.40 per share, bear interest at 9% per annum, and        have no redemption provision. The investor has subscribed to 1,000 Series 1 preferred shares in exchange for $100,000 as of the date of this report. We have the option of selling another $400,000 worth of preferred stock to the same investor on the same terms and conditions. We have yet to exercise this option, as we have sufficient cash flow to meet obligations.

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

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

***Off Balance Sheet Arrangements***

As of March 31, 2008, 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 ismaterial to stockholders.

***Critical Accounting Policies***

In the notes to the audited financial statements forthe year ended December 31, 2007, 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.

***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:

 

 

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|  | ·      | 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*On January 1, 2006, we adopted 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. In January 2005, the Securities and Exchange Commission (Commission) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions        be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R.        The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as        determined under the pro forma provisions of SFAS No. 123.**

**Prior to the adoption of SFAS No.123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of        SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.**

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**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.**

***Recent Accounting Pronouncements***

In March 2008, the 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 our financialstatements.

In December 2007, the FASB issued SFAS No. 160,“Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51.”This statements objective is to improve the relevance, comparability, and transparency of the financial        information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised),“Business Combinations.”This revision statement’s objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides        in its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”SFAS 159 creates a fair value optionallowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for        certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide        information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted.The Companyis continuing to evaluate SFAS 159 and to assess the impact onourresults of operations and financial condition if an election is made to adopt the standard.

In January 2007, we adopted FIN 48. FIN 48 clarifies the accounting for uncertain taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, "*Accounting for Income Taxes."*FIN 48 prescribes a recognition threshold        and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.

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**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 that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures wereeffectivein recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.         

***Management’s Report on Internal Control over Financial Reporting***

        Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United        States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:         

|  | ·      | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

·     

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

·     

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Due toits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of        compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as ofMarch 31, 2008, based on criteria established in*Internal Control – Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).        As a result of this assessment, managementhad notidentifiedanymaterial weaknesses in internal control over financial reporting.

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***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 theperiodendedMarch 31, 2008, that materially affected, or are reasonably likely to materially affect,        the Company’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

None.

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

Since our future operating results are highly uncertainyou should carefully consider the risks described below, in addition to the other information contained in thiscurrentreport. If any of these risks actuallyimpact the Company, our business, financial condition or results of operations could be seriously harmed and youcouldlose all or part ofanyinvestmentin our business.         

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

*IF THE COMPANY**DOES NOT**GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS UNABLE TO**OBTAIN ADDITIONAL CA**PITAL**TO OPERATE ITS BUSINESS,**IT**MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS*

As ofMarch 31, 2008, the Companyhad a working capital deficit of $67,224.While        wegeneratedsufficient cash flow from operations to cover our expendituresin the first quarter of 2008, such condition may not continue. Until the point at which cash flow from operations consistently coversexpenditures we will have to obtain additional working capital from debt or equity placements to effectively continue our operations. Although, we have a commitment for the provision of additional working capital, this commitment may prove to be insufficient.Should we beunable to secure        additional capital to cover any short fall in cash flow, suchcondition would cause us to reduceexpenditures whichcould have a materialadverse effect on our business.

*THE CONSTRUCTION CRANE,**BOAT, AND MOBILE SHELTER INDUSTRIES**ARE**SUBJECT TO RAPID TECHNOL**OGICAL 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 theproductswhich we are entitled to distributecould become obsoleteat any time. Competitors havedevelopedproducts similar toor 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.

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*MARKET ACCEPTANCE OF THE PRODUCTS**WE INTEND TO DISTRIBUTE**IS CRITICAL TO**OUR**GROWTH*

The Company intends togenerate revenue from the sale ofconstruction cranes, boats, and mobile shelters; as such,market acceptance ofour products is critical. Ifourprospectivecustomers do not acceptorpurchasethese products, thenourrevenue, cash flow and/or operating results will be negatively impacted.

*WE WILL COMPETE**WITH LARGER AND BETTER-FINANCED CORPOR**ATIONS*

Competition within the international market forconstruction cranes, boats, and mobile sheltersis intense. While the productswe are entitled to distributeare 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 entitiesoffer construction cranes, boats,and mobile sheltersand new competitors may enter the market in the future. Some ofourexisting and potential        competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources thanwe do, including well known multi-national corporations.         

*AS A DISTRIBUTOR WE DEPEND ON THE PERFORMANCE OF THIRD PARTY MANUFACTURERS*

The Companyrelies onJapan-based Furukawa Unic,toprocure construction cranes for distribution, China-basedAtomix Boats Co. Ltdto procure boats for distribution, and RenheManufacturingChina to procure Wing House mobile shelters. Our business plan is reliant on the delivery of products from these respective manufacturers, whichreliance reduces thelevel of control we haveand exposesusto significant risks such as inadequate capacity, late delivery, substandard quality and higher prices, all of which couldadversely 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 approximately40% 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 ATTRACT AND RETAIN KEY PERSONNEL*

The Company’s future success will depend substantially on the continued services and performance ofEric MontandonandPeter Prescott in addition to the engagement ofother key personnelTheloss of theservices of Eric Montandon or Peter Prescottcould have a materialadverse effect on ourbusinessprospects, financial condition and results of operations. Ourfuture success also        depends on the Company’sability to identify, attract, hire, train, retain and motivate technical, managerial and sales personnel. Competition for such personnel is intense, andwe cannot assure that wewill succeed in attracting and retaining such personnel. Ourfailure to attract and retain the necessary technical, managerial and        sales personnel could have a materialadverse effect on our businessprospects, financial condition and results of operations.         

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*OUR**BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS*

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

**Future Risks Related to the Co****mpany****’s Stock**

*THE COMPANY INTENDS TO APPLY TO HAVE**ITS STOCK**QUOTED**ON THE OTCBB*

The Company hasno 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, thismay limit ourability to raise money in an equity financingsincemanyinstitutional investors do not consider        OTCBB stocks for their portfolios.Therefore, an investors’ ability to trade our stock might berestrictedasonly a limited number of market makers quoteOTCBBstockTrading volumesin        OTCBB stocksarehistorically lower, and stock pricesforOTCBB stockstend to bemore volatile, than stocks traded on an exchange orthe NASDAQStock Market.We maynever qualify for trading on an exchange orthe NASDAQStockMarket.

*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 pricemay fluctuate in ways unrelated or disproportionate toouroperating performanceThegeneral economic, political and stock market conditions that may affectthemarket price ofourcommon stock are beyondourcontrol. Themarket price ofourcommon stock at any particular time may not remainthemarket price inthefuture. Inthepast, securities class action litigation has been instituted against companies following periods of volatility inthemarket price of their securities. Any such litigation, if instituted againstus, could result in substantial costs and a diversion of management’s attention and resources.

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*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 inRule 3a51-1of the Exchange Actas,generally speaking,those securitieswhichare not listed on either NASDAQ or a national securities exchange and are priced under $5, excludingsecurities 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.

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-9under 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 reapany profit from any sale of the stock, if they can sell it at all.        Shareholders should be aware that, according to theCommission 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. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING MAY NOT BE CONSIDERED EFFECTIVE, WHICH COULD RESULT IN A LOSS OF SHAREHOLDER CONFIDENCE IN OUR DISCLOSURE*

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the year ending December 31, 2007, we are required to preparea report by our management on our internal controls over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our        internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to assert that our internal controls are effective as of December 31, 2007, shareholders could lose confidence in the accuracy and completeness of our        financial reports.

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*There is no public trading market for our stock, so you may be unable to sell your shares, or if a public trading market develops, the market price could decline below the cost of your investment.*         

Although management intends to apply for quotation on the Over the Counter Bulletin Board, currently there is no public trading market for theCompany’s common stock, and we cannot represent to you that a market will ever develop. If a public trading market for our stock does not develop, it will be very difficult, if        not impossible, for you to resell your shares in a manner that will allow you to recover, or realize a gain on, your investment. Even if a public trading market does develop, the market price couldtradebelow the amount you paid for your investment.

*We may incur significant expenses in the event that we are quoted on the Over the Counter Bulletin Board, which expenses may negatively impact our financial performance.*

Should theCompany’s application for quotation on the Over the Counter Bulletin Board be accepted, we may incur significant legal, accounting and other expenses as a result of being quoted on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission has        required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed ina priorrisk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a        substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

**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.***

/s/ Eric Montandon                              May14, 2008

Eric Montandon                         

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

                    

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**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 referencefrom 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 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 Form10-K filed with the Commission onApril 11, 2008).

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.

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.

      *     Incorporated by reference toprevious filings ofthe Company.

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