UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

of the

SECURITIES EXCHANGE ACT OF 1934

Date of Event Requiring Report: ~~August~~May 816, ~~2011~~2012

ASIA8, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

000-27735 ~~(Commission File Number) 77-0438927 (IRS Employer Identification Number)~~

77-0438927

(Commission File Number)

(IRS Employer Identification Number)

Eric Montandon, Chief Executive Officer

~~404~~700 W.Lavaca ~~Powell Lane~~Street, Suite ~~303-304,~~1400 Austin, Texas ~~78753~~ 78701

(Address of principal executive offices)

(480) 505-0070

(Registrant'’s telephone number, including area code)

N/A

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligation of the registrant under any of the following provisions:~~

?obligation of the registrant under any of the following provisions:

□

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

?□

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

?□

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~240.14d-2(b))~~

?240.14d-2(b))

~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~□

1Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

~~______________________________________________________________________________~~240.13e-4(c))

~~ITEM~~Page ~~4.01~~1

~~CHANGES~~ITEM ~~IN REGISTRANTS CERTIFYING ACCOUNTANT~~1.01

~~(a)~~ENTRY OnINTO ~~August~~A 8,MATERIAL 2011, upon the authorization and approval of its board of directors, Asia8, Inc. (the "Company") dismissed Konstandinos Jerry Georgatos, Certified Public Accountant (“Georgatos”) as its independent registered public accounting firm. AGREEMENT

~~The~~On ~~report~~May of16, ~~Georgatos~~2012 on the ~~consolidated~~board ~~financial statements~~ of ~~the~~directors ~~Company as~~ of ~~and~~Asia8, ~~for~~Inc. (the ~~years~~“Company”) ~~ended~~caused ~~December~~it ~~31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as~~ to ~~uncertainty,~~enter ~~audit~~into ~~scope,~~a ~~or accounting principles.~~Share

~~Between~~Exchange ~~August~~Agreement 9, 2009 (the date of engagement) and August 8, 2011 (the date of dismissal) there were no disagreements with Georgatos on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ~~the~~acquire ~~satisfaction~~all of ~~Georgatos, would have caused Georgatos to make reference to~~ the ~~subject~~issued ~~matter~~and ofoutstanding ~~the~~shares ~~disagreement in its review~~ of ~~the~~Emerging ~~Company’s~~Market ~~consolidated financial statements for the years ended December 31, 2010 and 2009.~~Property

~~The~~Advisors, ~~Company~~Ltd. ~~has~~(“EMP”) ~~requested~~from ~~that Georgatos furnish it with a letter addressed to~~ the ~~Securities~~shareholders ~~and~~thereof ~~Exchange~~in ~~Commission~~exchange ~~stating~~for ~~whether~~shares orof ~~not it agrees with~~ the ~~above~~Company’s ~~statements. A copy of such letter, dated August 8, 2011, is filed herewith as Exhibit 16.~~common

~~(b) On~~stock. ~~August~~The 8,transaction ~~2011,~~is ~~upon~~subject ~~the~~to ~~authorization~~shareholder ~~and~~ approval ~~of the board of directors, the Company engaged Pinaki & Associates LLC (“Pinaki”) as its independent registered public accounting firm~~.

NoThe ~~consultations~~Share ~~occurred~~Exchange ~~between~~Agreement ~~the~~provides ~~Company~~that ~~and Pinaki during~~ the ~~years~~shareholders ~~ended December 31, 2010 and 2009 and through August 8, 2011, regarding either (i) the application~~ of ~~accounting~~EMP ~~principles~~will toreceive ~~a specific completed or contemplated transaction, the type of audit opinion~~ that ~~might~~number be rendered on the Company’s financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of ~~disagreement requiring disclosure under Item 304(a)(1)(iv) of Regulation S-K or reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.~~ shares

~~_____________________________________________________________________________________~~equal to a forty nine percent (49%) in the Company and the appointment of one person to the Company’s

board of directors in exchange for the acquisition of EMP.

EMP is involved in the internet marketing of a wide range of international real estate investment

opportunities through lead generation, email marketing campaigns and property showings to buyers

around the world. Sellers are also offered assistance with corporate identity, web development and

enhanced graphics to build awareness of the opportunities presented.

The Company expects to conclude the transaction on or before June 30, 2012.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

On May 16, 2012 the Company authorized the issuance of 3,114,000 restricted common shares to retire

2,280 preferred shares series 1 comprised of $228,000 in principal and $83,400 in interest valued at $0.10

a share in reliance upon the exemptions from registration provided by Section 4(2) and Regulation S of

the Securities Act.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on

the following factors: (1) the issuance was an isolated private transaction by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the restricted common shares

were offered and authorized was a non-U.S. offeree with an address in a foreign country.

On May 16, 2012 the Company authorized the issuance of 4,864,301 restricted common shares for cash in

debt settlement for valuable services rendered in the amount of $145,929.03 valued at $0.03 a share in

reliance upon the exemptions from registration provided by Section 4(2), Regulation D and Regulation S

of the Securities Act of 1933 as follows:

Name

Consideration

Basis

Exemption

Digamber Naswa

$20,366

Debt Settlement

678,867

Sec. 4(2)/Reg S

Eric Montandon

$43,515

Debt Settlement

1,450,000

Sec. 4(2)/Reg D

Adderley Davis & Associates

$23,000

Debt Settlement

766,667

Sec. 4(2)/Reg S

Orsa & Company

$23,048

Debt Settlement

768,267

Sec. 4(2)/Reg D

Alfredo Cruz

$36,000

Debt Settlement

1,200,000 Sec. 4(2)/Reg S

Page 2

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on

the following factors: (1) the issuances were isolated private transactions by the Company which did not

involve a public offering; (2) the offerees had access to the kind of information which registration would

disclose; and (3) the offerees are financially sophisticated.

The Company complied with the requirements of Regulation D of the Securities Act by: (i) foregoing any

general solicitation or advertising to market the securities; (ii) offering only to accredited offerees; (iii)

having not violated antifraud prohibitions with the information provided to the offerees; (iv) being

available to answer questions by the offerees; and (v) providing restricted common shares to the offerees.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to offerees who were outside the United

States at the time of the offering, and ensuring that the offerees to whom the restricted common shares

were offered and authorized were non-U.S. offerees with addresses in foreign countries.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

~~_____________________________________________________________________________________~~(d)

~~The following exhibit is attached as part of this report:~~Exhibits

~~EXHIBIT~~The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.

~~PAGE~~Exhibit No.

NOPage No.

~~NO.~~ Description

~~DESCRIPTION~~10

Attached

~~Letter~~Share ~~from~~Exchange ~~Georgatos~~Agreement todated ~~the~~May ~~Securities~~16, ~~and Exchange Commission~~2012

2SIGNATURES

~~_________________________________________________________________________~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

~~SIGNATURE~~report to be signed on its behalf by the undersigned hereunto duly authorized.

_____________________________________________________________________________

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

Asia8, Inc.

Date

By: /s/ Eric Montandon

~~August~~May 818, ~~2011~~2012

Name: Eric Montandon

Title: Chief Executive Officer and Chief Financial Officer

Page 3

Filing Compare · ASIA8, INC.