UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___ to .~~

___ to

Commission file number: 000-27735

ASIA8, INC.

(Exact name of registrant as specified in its charter)

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

77-0438927

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400 Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 505-0070

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 Exchange Act of ~~Regulation S-T (§ 232.405 of this chapter)~~ 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit and post~~ file such ~~files).~~

reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during

the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

~~Indicate by check mark whether the registrant is a large accelerated filer~~contained herein, ~~an accelerated filer~~ and will not be contained, ~~a non-accelerated filer, or a smaller reporting company. See~~ to the ~~definitions~~ best of ~~“large accelerated filer~~ registrant’s knowledge,~~” “accelerated filer” and “smaller reporting company”~~ in ~~Rule 12b-2 of the Exchange Act. Smaller reporting company. þ~~ definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule

12b-2 of the Exchange Act. Smaller reporting company. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by ~~non-affiliates (19,637,775 shares) was approximately $3,142,044 based on the price of $0.16 at which the registrant’s common stock was last authorized for issuance in 2009.~~

~~At April 13~~non-affiliates (22, ~~2012 the number of~~ 813,544 shares ~~outstanding of the registrant's common stock~~) was approximately $570, 339 based on the price of $0.~~001 par value (~~025 at which the ~~only class of voting stock), was 24,411,360.~~ registrant’s common

stock was last authorized for issuance in 2012.

At April 10, 2013 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting

stock), was 30,692,727.

TABLE OF CONTENTS
PART I
Item1.		Business		3
Item 1A.		Risk Factors		15
Item 1B.		Unresolved Staff Comments		18
Item 2.		Properties		18
Item 3.		Legal Proceedings		18
Item 4.		(Removed and Reserved)		18
PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		19
Item 6.		Selected Financial Data		20
Item 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations		20
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk		26
Item 8.		Financial Statements and Supplementary Data		26
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		27
Item 9A.		Controls and Procedures		27
Item 9B.		Other Information		28
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance			29
Item 11.	Executive Compensation			31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			32
Item 13.	Certain Relationships and Related Transactions, and Director Independence			33
Item 14.	Principal Accountant Fees and Services			33
PART IV
Item 15.			Exhibits, Financial Statement Schedules	34
Signatures				35

TABLE OF CONTENTS

PART I

Item1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of

Equity Securities

Item 6.

Selected Financial Data

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Signatures

PART I

ITEM 1. ~~BUSINESS~~

~~As used herein the terms “Company,” “it,” “its,” “we,” “our,” and “us” refer to Asia8, Inc., its subsidiaries, and its predecessors, unless context indicates otherwise.~~BUSINESS

~~Corporate~~As ~~History~~used herein the terms “Company,” “it,” “its,” “we,” “our,” and “us” refer to Asia8, Inc., its

~~Asia8~~subsidiaries, ~~Inc.~~and ~~was~~its ~~incorporated in Nevada as “H&L Investments~~predecessors, ~~Inc.”~~unless incontext ~~September~~indicates ~~of 1996~~otherwise. On December 22, 1999 we changed our name to “Asia4sale.com, Inc.” on acquiring Asia4Sale.com, Ltd., a Hong Kong registered software development company. The Company sold Asia4Sale.com, Ltd. in January of 2005.

WeCorporate acquired a 49% interest in World Wide Auctioneers, Inc., a Nevada registered corporation, holding 100% of a British Virgin Island registered company World Wide Auctioneers, Ltd (“WWA”), an international equipment auction company on June 30, 2000. WWA, based in the United Arab Emirates (UAE) holds unreserved auctions on a consignment basis for the sale of construction, industrial and transportation equipment. On August 8, 2003 World Wide Auctioneers, Inc. sold 100% of WWA to a Nevada registered company, WWA Group, Inc. (“WWA Group”) in a stock exchange transaction. The stock exchange caused us to acquire a minority equity investment in WWA Group which we account for using the equity method, whereby our percentage of the net income or losses of WWA Group are accounted in our own results as other income or losses.History

~~WWA Group sold WWA to Seven International Holdings~~Asia8, ~~Ltd~~Inc., awas ~~Hong~~incorporated ~~Kong registered company, on October 31, 2010,~~ in ~~exchange~~Nevada ~~for~~as ~~its~~“H&L ~~assumption of the assets and liabilities of WWA subject to certain exceptions. The disposition did not affect WWA Group’s interest in Asset Forum~~Investments, ~~LLC~~Inc.~~, its ownership of proprietary on-line auction software or its equity interest and debt position in Infrastructure Developments Corp. (“Infrastructure~~”) in ~~which~~September itof ~~currently holds a consolidated 57~~1996.~~58%~~ ~~equity~~On ~~position.~~ December

~~The~~22, ~~Company~~1999 ~~sold~~we ~~3,240,000~~changed ~~common~~our ~~shares~~name ofto ~~WWA~~“Asia4sale.com, ~~Group~~Inc.” on ~~March~~acquiring 26Asia4Sale.com, ~~2012~~Ltd., ~~decreasing our current interest to~~ a ~~17.56%~~Hong ~~interest.~~Kong

Weregistered ~~maintain~~software ~~the~~development ~~exclusive~~company. ~~rights~~The toCompany ~~distribute~~sold ~~Atomix~~Asia4Sale.com, ~~boats~~Ltd. ~~and Renhe Mobile House products or “Wing Houses”~~ in ~~the~~January ~~UAE though sales~~ of ~~these respective products have decreased to nil over the last twenty four months due primarily to the recent global downturn~~2005. Although the downturn in the UAE has generally abated the demand for the products we have under contract has been slow to recover causing us to discontinue distribution efforts in relation to the Unic Crane and Atomix boat products.

~~Our~~We ~~business~~acquired ~~office~~a is49% ~~located~~interest ~~700~~in ~~Lavaca~~World ~~Street,~~Wide ~~Suite 1400~~Auctioneers, ~~Austin~~Inc., ~~Texas,~~a ~~and~~Nevada ~~our telephone number is (480) 505-0070. Our~~ registered ~~statutory office is located at the UPS Store 1650 3395 South Jones Boulevard~~corporation, ~~Las Vegas, Nevada 89146.~~ holding

3100% of a British Virgin Island registered company World Wide Auctioneers, Ltd (“WWA”), an

~~The~~international ~~Company~~equipment auction company on June 30, 2000. WWA, based in the United Arab Emirates

~~Distribution~~(UAE) ~~Rights~~holds unreserved auctions on a consignment basis for the sale of construction, industrial and

~~The~~transportation ~~Company coordinates its efforts with those of WWA Group to increase the value of its investment by developing business operations that are in some way related to those of WWA Group~~equipment. WeOn ~~maintain~~August ~~the exclusive rights to distribute a wide array of products within the UAE including Unic Hydraulic Cranes that are manufactured in Japan~~8, ~~Atomix~~2003 ~~Pleasure~~World ~~Boats~~Wide ~~that are manufactured in China~~Auctioneers, ~~and “Wing Houses” that are manufactured in China~~Inc. ~~All~~sold ~~three~~100% ~~products are~~ of ~~high~~WWA ~~quality~~to and priced by the manufacturers near the high end of the market when compared with their respective competitors. Since obtaining these distribution rights we have sold 37 Unic cranes, 7 Atomix Boats, and 5 Wing Houses. a

~~Despite~~Nevada ~~our~~registered ~~initial success in distributing products under license~~company, ~~the~~WWA onset of recessionary economic conditions in 2008 throughout the Gulf Region stifled new construction projects which reduced the demand for Unic Cranes and Atomix Boats to a point where continued sales on a competitive basis were untenable. CurrentlyGroup, ~~we no longer market either Unic Cranes or Atomix Boats~~Inc. ~~Product distribution efforts are now focused entirely on~~ (“~~Wing~~WWA ~~Houses~~Group”) onin a ~~joint~~stock ~~basis~~exchange ~~with Infrastructure, an affiliated entity~~transaction. The

~~The~~stock ~~Wing~~exchange ~~House~~caused ~~mobile~~us ~~shelter system was specifically designed~~ to ~~meet~~acquire ~~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~~minority 40equity ~~foot~~investment ~~container with all ISO fittings~~ in ~~place~~WWA ~~for~~Group ~~easy~~which ~~transport. These~~we units can be placed anywhere with a swinglift and opened into an 850 square-foot living or working environment within 4 to 5 hours. The Wing House is an ideal solution for any application requiring low-cost, rapidly-mobile living or office space. The units are effectively insulated and carry a 5-star energy use rating, making them ideal for use in the hot climate conditions of the Gulf Region. The units are pre-wired for telephone, internet, and television, and can be ordered with pre-installed air conditioning and blinds. All units are delivered complete with all electrical wiring including lighting, sockets and switches, complete plumbing and a hot water system, external lighting, built-in cabinetry, and a fully fitted bathroom. The Wing House retails at approximately $65,000 and faces virtually no equivalent competition. The Wing House is built in China by Renhe Manufacturing.have

~~WWA~~historically ~~Group~~accounted ~~Equity~~for ~~Interest~~using the equity method, whereby our percentage of the net income or losses of

~~Asset~~WWA ~~Forum~~Group were accounted in our own results as other income or losses. Due to WWA Group common

~~WWA~~stock ~~Group~~issuances ~~holds~~the aCompany’s ~~majority~~equity interest indecreased Asset Forum, an Arizona based company that provides an international listing service that matches sellers with buyers for heavy equipment and real estate. We have supplemented Asset Forum's distinctive listing service with our on-line auction software to ~~perform~~32% ~~the~~as ~~actual bidding and selling function~~ of ~~items~~December ~~for~~31, ~~on-line auction~~2011. ~~The~~On ~~Asset~~March Forum business model is based on advertising assets for sale in a “free listing by owner” format that provides listing services for owners over a broad range of asset categories. The platform includes a unique forum function that enables the viewer to post comments on the items displayed and permits buyers to deal directly with sellers. Asset Forum’s combination of open forum26, ~~owner direct and customized auctions in one marketplace for buyers and sellers attracted thousands of asset listings in 2011.~~

42012, the Company sold 3,240,000 shares of WWA Group to raise much needed capital reducing its equity

~~Infrastructure~~interest to 16%. By April 15, 2012 the Company had exchanged 2,412,408 shares of WWA Group to settle

~~Project~~various ~~Management~~debts. Since the Company no longer owns a substantial shareholding in WWA Group it no longer

~~WWA~~records ~~Group~~its ~~maintains~~share ~~a consolidated 57.58% equity interest~~ in ~~Infrastructure, a project management company due to~~ the ~~conversion~~profit ofand aloss ~~promissory note due into shares~~ of ~~Infrastructure~~WWA ~~on November 21, 2011~~Group.

~~Infrastructure~~Current isoperations aconsist ~~project~~of ~~management~~marketing ~~company~~efforts ~~focused~~for onWing ~~specialized~~House ~~projects~~mobile ~~and~~shelters. ~~subcontracts~~Despite in the $1decrease ~~million to $10 million range throughout the Middle East, Africa and Asia. Managed by engineers with extensive experience~~ in construction, disposal, environmental remediation, telecommunications, and technical project management, Infrastructure seeks out project management opportunities in oil and gas infrastructure and support activities, permanent and temporary forward base camp installation and communications, construction endeavors, debris disposal and reclamation, earthmoving and mining operations. US Military contracts in Southeast Asia have been a significant source of recent work, with Infrastructure’s projects including:our

~~Design/build~~equity ~~construction~~interest ofin aWWA ~~Close~~Group ~~Quarters Battle (CQB) Training Facility, Camp Erawan, Thailand; the project consists of the construction for the U~~Inc.S. ~~Navy~~and ofits aagreement ~~two-story~~to ~~shoot~~be ~~house~~acquired ~~for~~by ~~military~~Summit ~~training; awarded May~~Digital, ~~2009~~Inc., ~~completed~~we ~~January 21, 2010.~~ continue

~~Construction~~to ofwork ~~seven (7) new barracks, wash facilities, food-preparation facilities and dining facilities, along~~ with ~~the~~WWA ~~repair~~Group ~~of existing,~~ and ~~construction~~Infrastructure ofDevelopment ~~additional~~Corporation ~~roads,~~(“Infrastructure”) ~~sidewalks,~~to ~~wells,~~develop ~~lighting and electrical distribution, for~~ the ~~U.S. Navy's GPOI Training Facilities, Kampong Spoe, Cambodia; awarded August 2009, completed April 29, 2010.~~

~~Blank~~distribution ~~Purchase Agreements for heavy equipment and adviser and troop transportation, in support~~ of ~~the~~Wing ~~2010~~House USmobile ~~Army “Angkor~~shelter Sentinel” exercise in Cambodia, part of the Global Peace Operations Initiative, which aims to train, and where appropriate equip, 75,000 Peacekeepers worldwide; commenced August 2010, ongoing for one yearsystems.

~~· Design/build contract for the US Navy’s Lido Phase II project in Indonesia consisting of designing and building a two storey barrack~~Meanwhile, ~~dining~~we ~~facilities,~~continue ~~a mess hall, a kitchen, roads, parking areas, and site utilities; contract awarded September 29, 2010. (Infrastructure was unable~~ to ~~complete~~work ~~this~~towards ~~project~~the ~~due~~acquisition toof ~~issues~~Emerging ~~related~~Market toProperty ~~its~~Advisors ~~subcontractors so work was abandoned at the end of 2011~~Ltd.)

~~The number of U~~(“EMP”).S. ~~government~~On ~~projects~~May ~~available~~16, ~~for bidding within Infrastructure’s target range is enormous. The challenge facing Infrastructure is not finding projects to bid on~~2012, ~~but rather selecting~~ the ~~opportunities~~Company ~~that~~signed ~~will~~an beagreement ~~profitable and will align with our business development plan without exposing Infrastructure~~ to ~~unnecessary~~acquire risks. The U.S. government selection criteria for successful bids are predicated on “lowest price” and “technically acceptable”. Since Infrastructure has determined that the margins on many of these "lowest price" projects is too smallEMP, ~~it has suspended bidding on~~ a ~~wide~~UK ~~range~~limited ~~of projects and instead has decided to focus its bidding on specialty contracts that do not have hundreds of bidders with whom it must compete.~~liability

~~Prefabricated~~company ~~Housing~~in a stock for stock exchange transaction. EMP is involved in the marketing of international real

~~The~~estate ~~Company~~opportunities ~~and~~to ~~Infrastructure~~prospective ~~act~~investors asthrough ~~partners~~the ~~in distributing several types of highly portable and economical prefabricated structures manufactured in China and Thailand~~internet.EMP ~~These~~offers ~~structures~~lead ~~are ideal for use as residences or offices space on project sites~~generation, ~~and are also a useful solution for disaster relief situations and other environments requiring the rapid deployment of low-cost housing structures.~~email

5marketing campaigns and property showings to a variety of clients that are intent on presenting a wide array

~~The market for disaster relief and reconstruction efforts encompasses affected populations as well as rapidly deployable operation and residence bases for relief personnel. The need for this type~~ of ~~structure~~real ~~has~~estate ~~been~~investment ~~powerfully~~options ~~underscored~~to byinternational ~~recent earthquakes and tsunamis~~investors. Clients ~~Infrastructure believes that low-cost, readily transportable prefabricated structures~~ are analso ~~ideal~~offered ~~solution~~assistance ~~providing both immediate relief and long-term viability for disaster-affected areas, and it is actively pursuing relationships~~ with ~~both relief agencies and governments of disaster-prone areas.~~

~~Since~~corporate ~~November of 2011~~identity, ~~the~~web ~~Company~~development ~~has~~and ~~received~~enhanced ~~over~~graphics ~~150 inquiries for Wing House information from over 20 countries. We have provided 30 formal quotations from these inquiries but are yet~~ to ~~receive~~build ~~any~~awareness ~~formal~~of ~~purchase~~the ~~orders.~~opportunities

~~Domestic~~presented. ~~Operations~~Since 2005 EMP has consistently increased its revenue stream, grown gross profit margins, and

~~Infrastructure~~established ~~has~~a ~~more~~loyal ~~recently~~customer ~~begun contact with major U~~base.S. ~~construction~~On ~~firms~~completion tothe ~~establish~~Company ~~strategic~~will ~~partnerships~~acquire ~~for~~EMP ~~domestic U.S. military construction projects. One of these relationships~~ as ~~enabled Infrastructure with the facility to bid and work on facilities of~~ a ~~classified~~wholly ~~nature in the United States, a separate and highly specialized market. Infrastructure continues to pursue strategic partnerships but to date has not bid on any domestic projects.~~owned

~~Alternative~~subsidiary ~~Fuels~~that will continue to operate as an autonomous unit. Due to delays associated with obtaining the

~~Infrastructure~~requisite ~~has~~financial ~~recently~~information ~~decided~~we todo ~~diversify~~not ~~its~~expect ~~operations~~ to ~~address~~close the ~~worldwide~~anticipated ~~demand~~transaction ~~for~~until ~~transportation~~the ~~and~~2nd ~~energy~~quarter ~~generation alternative fuels.~~ of

~~Infrastructure's~~2013 ~~first~~subject ~~step into the alternative fuels business was with operations at its facility in Chonburi, Thailand with the diesel~~ to ~~CNG~~shareholder ~~conversion of a 250Kva/200Kw Cummins diesel generator at the end of 2011~~approval. ~~Infrastructure expects to expand CNG operations with additional generator acquisitions, conversions and sales in Thailand in the coming months.~~

~~Infrastructure~~Our ~~entered~~business ~~into~~office ais ~~memorandum~~located of700 ~~understanding~~Lavaca ~~with Cleanfield Energy~~Street, ~~Inc.~~Suite ~~("Cleanfield") on July 1~~1400, ~~2011~~Austin, ~~as amended on July 7~~Texas, ~~2011 to focus on developing a network of CNG conversion facilities~~ and ~~fueling~~our ~~stations~~telephone innumber ~~key areas where the market~~ is already sustainable. Cleanfield was formed in Arizona for the purpose of pursuing opportunities in the natural gas powered engine industry. The founder spent three years researching and consulting on the industry in the western and southern United States, and developing a business plan suitable for entering into the industry in its early stage. The founder was attracted to partnering with Infrastructure for its project management experience and its Utah base. Utah is one of the leading states in the U.S. for natural gas engine power and clean energy initiatives.

~~Cleanfield’s~~(480) ~~business model has unique advantages for both investors and communities~~505-0070. ~~Investors~~Our ~~have~~registered ~~the~~statutory ~~opportunity~~office tois ~~develop~~located aat ~~locally oriented, environmentally sensitive business in an industry that’s already making money and that has almost unlimited potential. Communities can seize~~ the ~~opportunity~~UPS toStore ~~promote~~1650 ~~clean~~3395 ~~energy~~South and local and national employment. Both can take advantage of a huge array of federal and state governmental incentives designed to promote the transition from expensive, polluting, imported gasoline and diesel to clean, affordable CNG.Jones

6Boulevard, Las Vegas, Nevada 89146.

Cleanfield has also partnered with U-Fix-It Center – a Tempe, Arizona-based automotive services facility – to provide the Company's CNG vehicle conversion in the Phoenix area. U-Fix-It staff are certified installers and safety inspectors of EPA certified CNG conversion kits. U-Fix-It Center operates a 22-bay repair center offering a broad spectrum of automotive services. Cleanfield’s agreement with U-Fix-It provides for the use of U-Fix-it facilities and the execution of conversion jobs by U-Fix-It mechanics on a per-job basis. These terms allow Cleanfield to enter the conversion business with minimal startup cost, without carrying the overhead cost of the facility and mechanics. Cleanfield also leases space from the U-Fix-It Center.3

The memorandum of understanding provides Infrastructure with the exclusive right to collaborate with Cleanfield and the right of first refusal to acquire or form a more comprehensive joint venture with Cleanfield. Infrastructure is committed to providing Cleanfield with interim funding to cover expenses for the furtherance of its business plan.Company

~~Products~~The Company retains the rights to distribute a wide array of products within the UAE including Unic

~~Cleanfield~~Hydraulic isCranes anthat ~~authorized~~are ~~distributor~~manufactured ~~and~~in ~~installer of conversion kits and natural gas compressors produced by Go Natural~~Japan, aAtomix ~~Utah-based~~Pleasure ~~company~~Boats that ~~has~~are ~~emerged~~manufactured ~~as a leading player~~ in ~~the CNG conversion field. All Go Natural products have full EPA and CARB approval.~~China,

Goand ~~Natural~~“Wing ~~offers~~Houses” ~~one~~that ofare ~~the~~manufactured ~~largest ranges of EPA and CARB conversion kits~~ in ~~the~~China. ~~industry,~~All ~~enabling~~three ~~Cleanfield~~products toare ~~service and convert a large number~~ of ~~vehicle~~high ~~types.~~quality ~~Since Go Natural’s primary facility is located in Woods Cross, Utah, necessary parts~~ and ~~kits~~priced ~~can~~by ~~be easily transported to~~ the ~~Cleanfield facility.~~

Gomanufacturers ~~Natural~~near ~~products~~the ~~are~~high ~~price-competitive.~~end ~~The cost~~ of ~~conversion~~the ~~and~~market ~~EPA~~when ~~certified~~compared ~~vehicle~~with their ~~starts~~respective ~~at about $7,500 and increases primarily based upon on cylinder configuration~~competitors. ~~CNG Kits start at $6,000 and fuel cylinders start at $1,500 each, installed. Depending on range needed more than one cylinder can be used.~~Since

~~The~~obtaining ~~installed~~these ~~system~~distribution ~~includes:~~rights we have sold 37 Unic cranes, 7 Atomix Boats, and 5 Wing Houses.

~~The~~However, ~~Cylinder~~the isonset ~~used to store CNG at a working pressure~~ of ~~200~~recessionary ~~bar~~economic ~~that~~conditions isin ~~fitted~~2008 ~~with~~significantly aimpacted ~~shutoff valve and a safety burst disc. The cylinders are type approved by~~ the ~~Chief~~demand ~~Controller of Explosives, Government of India~~ for

~~The~~Unic ~~Vapor~~Cranes ~~Bag~~and ~~encloses~~Atomix ~~the~~Boats. ~~cylinder~~The ~~valve~~result ~~and~~being ~~the~~that, ~~pipes~~we ~~connecting~~no itlonger ~~and~~market iseither ~~vented~~Unic ~~out~~Cranes ofor ~~the car~~ Atomix

~~High~~Boats. ~~Pressure~~Product ~~Fuel~~distribution ~~Lines~~efforts ~~connect~~are ~~the~~now ~~refueling~~focused entirely ~~valve~~on to“Wing ~~the~~Houses” ~~CNG~~on ~~Cylinder~~a ~~and~~joint ~~Pressure~~basis ~~Regulator~~ with WWA

~~The~~Group ~~Refueling~~and ~~Valve is used to refuel the CNG cylinder~~ Infrastructure.

~~The~~Prefabricated Pressure Regulator has a Solenoid Valve to shut off gas supply to the engine. The CNG stored at a high pressure in the cylinder is reduced to just below atmospheric pressure by this unit. This negative pressure is also a safety feature that will not allow gas to pass through when the engine is not running Housing

The ~~Gas-Air~~Company’s ~~Mixer~~prefabricated ishousing abusiness ~~unique~~is ~~component,~~focused ~~specially~~around ~~designed~~the tomarketing ~~suit~~and ~~each~~sale ~~engine~~of ~~model.~~“Wing ~~It precisely meters gas fed into the engine~~ Houses”

~~The~~in ~~Petrol-Solenoid~~North ~~Valve~~America, isthe ~~used~~Middle toEast ~~cut~~and ~~off~~parts ~~petrol~~of ~~supply~~South-East toAsia ~~the~~as ~~engine~~a ~~when~~distributor itpursuant isto ~~run~~an ~~on CNG~~ agreement

~~The~~with ~~Selector Switch is fitted at~~ the ~~dashboard,~~Renhe ~~enabling the driver to choose either the CNG mode or the petrol mode of operation~~Group. The ~~electronics~~Wing ~~built~~House ~~into this unit also ensures safety by switching off the gas solenoid whenever the engine~~ is ~~switched off. It also serves as~~ a ~~fuel~~solution ~~indicator~~ for ~~the~~any ~~quantity~~application ofrequiring ~~CNG~~low-cost, ~~available in the cylinder~~ rapidly-mobile

~~One of the primary advantages of Go Natural is a range of products and an industry-leading three-year/100,000 mile warranty~~structures.

7The standard Wing House units are mobile modular prefabricated structures that fold out from standard

Go40-foot ~~Natural’s~~or ~~hydraulic~~20-foot ~~compressors~~shipping ~~were~~containers ~~developed~~to inready-to-use ~~partnership~~structures, with ~~Parker~~all ~~Hannifin~~baths, ~~a multibillion dollar component manufacturer. These new compressors will be available to the market in 2012. The compression chambers compress large amounts of gas with every stroke~~water, ~~compressing gas on both backward and forward strokes and reaching 5~~plumbing,~~000~~ ~~psi in only 2 stages. Durability is more than 3 times that of other conventional compressors.~~ air

~~Cleanfield~~conditioning, ~~will~~lighting, ~~initially~~cable, ~~offer~~network ~~Go Natural products in its conversion centers~~ and ~~rely~~electrical onfittings the proven Go Natural range of solutions for fueling station installations. Cleanfield intends to offer its customers the widest possible range of high-quality natural gas vehicle and service station products available in ~~the market today~~place. ~~Cleanfield~~This isfolding ~~closely~~capacity ~~monitoring~~allows ~~the approval processes of several leading candidates for diesel to natural gas conversion systems, and intends to offer diesel-to-gas conversions as soon as an EPA/CARB-approved system is available.~~a

~~Services~~standard 40-foot unit delivered with a 320 square foot footprint to open into an 880 square foot structure in

~~Cleanfield~~4 ~~will~~to ~~initially~~5 ~~provide a range of conversion services~~hours, ~~including~~in ~~conversion~~a ~~of gasoline engines to CNG and the replacement of diesel engines or gasoline engines for which no EPA/CARB conversion~~ process ~~exists~~requiring ~~with~~only ~~CNG~~basic ~~engines.~~hand ~~Diesel-to-CNG~~tools conversions will be provided when EPA/CARB-approved processes become available. Cleanfield also provides consulting services for public or private entities that wish to convert fleets of vehicles to CNG. These packages typically involve fleet conversion, establishment of strategically located fueling points, and ~~assistance~~workers incapable ~~maximizing the benefits offered by a broad but complex range~~ of ~~federal~~following ~~and state incentive programs.~~simple

~~Competition~~instructions. Any truck and hoisting equipment capable of handling standard shipping containers can

~~Distribution~~transport ~~Rights~~and place a Wing House. Since container sizes are standard around the world, this equipment is

~~The~~widely ~~Wing House mobile shelter faces no direct competition as a prefabricated expandable container-based mobile shelter system, though a variety of site-built shelter options provides indirect competition~~available. ~~Typical~~ The ~~portable~~combination ~~cabins used for temporary office in the region are much cheaper than the Wing Houses, but they (i) have a life span~~ of ~~less~~standard ~~than~~ISO ~~half~~container ~~that~~dimensions ofand afittings ~~Wing House, (ii) cannot be moved~~ and ~~re-used without virtually rebuilding~~ the ~~units,~~ability ~~(iii) can only be trucked as 35 square meters of cabin space per truck (as opposed~~ to ~~Wing House 80 square meter per truck folded in), and (iv) have inferior wiring, lighting, bath fixtures, and insulation.~~

~~WWA~~quickly ~~Group~~unfold ~~Equity~~into ~~Interest~~a structure much larger than the original container makes the Wing House extremely

~~Asset~~economical ~~Forum~~to ship. Two or more Wing Houses can be joined end to end or side to side to form larger

~~Asset~~structures. Multiple ~~Forum~~standard ~~competes~~floor ~~with~~plan ~~auction~~configurations ~~companies worldwide for Internet buyers. There~~ are ~~numerous~~available ~~on-line auctioneers of used equipment~~ and ~~property,~~custom ~~mainly~~plans ~~based~~can inbe ~~the U~~ordered.S. and Japan, including Ritchie Brothers Auctioneers, Inc. and Iron Plant, which offer live on-line bidding at their on-line and physical auctions. We believe that buyer acceptance of on-line equipment and property auctions have reached a point where significant net returns are possible. We believe that while there is significant competition from on-line auction companies, we expect that our unique software features used by Asset Forum will help us successfully penetrate a niche in the on-line major equipment market.

8While other container-based prefabricated structures are available, they offer final available space equal to

~~Infrastructure~~that of the original container. We are aware of no other container-based prefabricated modular structure

~~Project~~that ~~Management~~shares ~~Competition~~the ability of the Wing House to open into a structure much larger than the delivered unit.

~~Since~~Wing ~~2009~~Houses ~~Infrastructure~~are ~~has~~rated ~~been~~for ~~active~~extreme intemperatures, ~~the~~safe ~~Southeast~~in ~~Asian~~hurricanes ~~construction~~ and project management business. This activity has generated sufficient experience to analyze current and prospective competition. To date this competition has come almost exclusively from large local and regionally based construction firms. We know of at least 10 other companies that bid on U.S. government projects in the region that are in the $500earthquakes,~~000~~ tomeet ~~$10,000,000 range, and at least 5 additional companies that bid on~~ the ~~larger U.S. government projects. All competitors are well funded, and have more experience and economies of scale than we do.~~highest

~~Infrastructure’s~~safety ~~competitive~~and ~~position~~building ~~against~~code ~~these~~standards, ~~companies~~and ~~is built around the fact that these companies~~ are typically structured as regional equivalents of large international construction firms which typically maintain large headquarters facilities with the extensive staff needed to support bidding and operations on a very ~~wide range of local and international contracts~~economical. ~~Relying~~ The onunits ~~this~~use ~~type~~insulation ofsourced ~~structure increases their overhead cost and diminishes their ability to field competitive proposals.~~ from

~~Infrastructure’s~~Bradford ~~competitive strategy for bidding on private projects in the future is to maintain an extremely lean corporate structure with minimal staff~~Insulation, ~~facility,~~Australia’s ~~and~~leading ~~asset~~insulation ~~depreciation costs in order to focus on a rigorous process of project selection, targeting only those projects it is most likely to win while reducing the staff time required for bid preparation~~brand. The ~~Infrastructure~~units ~~maintains~~carry a ~~very~~5-star ~~low~~energy ~~cost~~use ~~structure,~~rating ~~but has a high level of expertise~~ and extensive experience with U.S. government contracting and other projects with rigorous technical specifications enables it to submit bids with a level of technical qualification that other small companies with equivalent cost structures cannot match. Infrastructure’s principal competitive advantages are:

~~• International~~ideal ~~standard~~for ~~technical~~use ~~expertise;~~in extreme climates

~~• A low-cost structure enabling us to bid lower than competitors without compromising margins;~~Marketing

~~• Service~~We ~~delivery,~~are ~~including~~displaying ~~the~~and ~~ability~~using toWing ~~deliver~~House ~~personnel,~~office ~~processes,~~units ~~systems and technology~~ on anthe ~~“as~~internet ~~needed,~~and ~~where~~in ~~needed,~~a ~~when~~yard ~~needed”~~in ~~basis~~Thailand ~~with the required local content and presence;~~while

~~• Highest~~actively ~~standard~~marketing ~~health,~~the ~~safety,~~units ~~and~~by ~~environmental~~email. We ~~practices;~~are offering the units for sale or rental on a 60 day delivery

~~• Technological~~schedule ~~sophistication;~~from ~~and~~order date. We are negotiating financing with the manufacturer to spur sales efforts though

~~• Extensive~~demand ~~experience~~for inthis ~~developing~~type ~~nations~~of ~~and~~housing ~~high-risk~~has ~~environments~~receded.Infrastructure may continue to tender contracts in Asia that

~~Alternative~~may ~~Fuels~~lead ~~Competition~~to more “in house” created demand for the units. The Company and Infrastructure will share gross

~~The~~profits ~~CNG~~made ~~conversion~~on ~~business~~any insales ~~certain~~or ~~areas~~rentals ofgenerated ~~the~~by ~~U.S. is highly competitive. Companies with greater financial resources, existing staff and labor forces, and experience are in a better position than~~ Infrastructure’s ~~to compete for conversion bids~~efforts. ~~However, Cleanfield has unique advantages in the market having teamed up with Go Natural, including:~~

~~three-year/100,000 mile warranty~~ 4

~~Complete~~WWA ~~turnkey solutions for fleet managers to switch to natural gas~~ Group

~~CFE~~Since ~~conversions~~the ~~are~~relationship ~~approved~~between by the ~~EPA~~Company and ~~the~~WWA ~~air~~Group ~~resource~~is ~~board~~one of ~~California~~common management control, we

~~CFE~~benefit ~~conversion~~from isthe acontacts ~~partnership~~and ~~with~~business ~~U-Fix-It~~development ~~mechanics~~opportunities ~~that~~generated ~~offers~~by usits abusiness ~~low cost high quality facility with minimal overhead cost, U-Fix-It operates a 22-bay secure facility centrally located in Tempe very close to the 101 of the 202 freeways~~activities. We

9intend to provide additional business support to WWA Group as necessary in order to access opportunities

~~This~~generated ~~pattern~~in ~~provides obvious profitable locations for future stations~~common. ~~Experience with existing stations indicates that profitability is already possible at today’s vehicle density, suggesting strong growth potential as CNG adoption increases.~~

Integration of fleet conversion with provision of public CNG fueling infrastructure provides additional opportunity: in-house sales to fleet vehicles provide an immediate revenue source for the fueling facility, while public use provides strong growth potential.Infrastructure

~~The~~Since ~~compressor~~the isrelationship anbetween ~~integral~~the ~~part~~Company ofand ~~any~~Infrastructure ~~CNG filling station, whether for home, fleet, or commercial use. Go Natural~~ is ~~developing~~one ~~a new breed~~ of ~~natural~~common ~~gas~~management ~~compressors~~control, ~~running on hydraulics instead of rotary driven motors. These compressors have several distinct advantages over conventional compressors:~~we

~~The~~believe ~~reduced~~that ~~speed~~there ~~compressor~~exists ~~moves~~an atopportunity ~~35 – 50 Strokes per minute compared~~ to ~~conventional~~utilize ~~technology~~our ~~running~~international ~~over~~presence ~~1,000 RPM. This reduces friction caused damage~~ and ~~will~~existing ~~increase~~relationships ~~the life of the system.~~ to

~~Most~~assist ofInfrastructure ~~the~~in ~~rotary~~procuring ~~driven~~new ~~compressors~~projects ~~require~~and ~~crank~~managing ~~case~~existing ~~lubrication~~ones. ~~The~~We Goexpect ~~Natural~~to ~~design~~continue ~~is oil free, eliminating the need for coalescing filtration~~ to ~~eliminate injector failure.~~ work

Anwith ~~auto-cycling~~Infrastructure ~~system~~on ~~keeps~~an ~~all~~as ~~electronic~~needed ~~valves~~basis ~~separated~~to ~~from~~provide ~~the~~any ~~hydraulic~~assistance ~~power~~that ~~unit.~~might ~~This~~be ~~allows~~required ~~the compressor to avoid using explosion proof motors~~ and ~~controls,~~within ~~which reduces cost significantly~~ our

~~Use~~ability ~~of a modular design allows repairs~~ to ~~be easily accomplished in the field by the users~~assist. ~~This reduces maintenance cost.~~

~~The modular design also allows for the customer to start out wi th a small unit then add additional units as demand increases without having to replace the initial investment.~~ Products

~~Used~~Wing inHouses ~~parallel~~come ~~they~~in ~~provide~~many ~~redundancy~~building toconfigurations ~~the~~and ~~station~~room soconfigurations, ~~the~~and ~~station~~they isretail ~~never out of operation if a compressor goes down.~~ at

~~Contracts~~approximately $45,000-$85,000 ex-port in China. The Wing House is built in China by Renhe

~~WWA~~Manufacturing ~~Group~~and ~~Equity~~has ~~Interest~~been re-branded by the Company. Renhe has an exclusive distribution agreement

~~Infrastructure~~with MKL Asia, a company owned by the original patent holder who is also the principal of Renhe. MKL

~~Infrastructure’s~~Asia ~~contracts~~has ~~can~~granted be broadly categorized as either cost-reimbursable or fixed-price, the latter sometimes being referred to as lump-sum. Some contracts can involve both fixed-price and cost-reimbursable elements. Fixed-price contracts are for a ~~fixed sum to cover all costs and any profit element for a defined scope of work. Fixed~~sub-~~price~~distribution ~~contracts~~license ~~entail more risk~~ to ~~Infrastructure because they require it to predetermine both~~ the ~~quantities~~Company ~~of work to be performed~~ and ~~the~~its ~~costs~~affiliates associated with executing the work. Although fixed-price contracts involve greater risk than cost-reimbursable contracts, they also are potentially more profitable since the owner/customer pays a premium to ~~transfer~~market ~~more project risk to Infrastructure. Cost-reimbursable contracts include contracts where the price is variable based upon Infrastructure’s actual costs incurred for time~~ and ~~materials,~~sell orWing for variable quantities of work priced at defined unit rates, including reimbursable labor hour contracts. Profit on cost-reimbursable contracts may be based upon a percentage of costs incurred and/or a fixed amount. Cost reimbursable contracts are generally less risky than fixed-price contracts because the owner/customer retains many of the project risks.House

10in North America, the GCC, and most of Southeast Asia.

~~Insurance~~Wing Houses are suitable for a wide range of applications, including:

~~WWA~~ living ~~Group Equity Interest~~space

~~Infrastructure~~ office space

~~All of the Infrastructure’s operations carry “All Risks Insurance”, the costs of which are passed~~  on tosite ~~clients within bid proposals. This insurance is mandatory and any competing bidders will also pass on similar costs.~~showrooms

~~Marketability~~ restaurants

~~Distribution~~ worker ~~Rights~~accommodation

~~Despite~~ forward ~~the~~operations relative downturn in construction products across the Gulf Region there continues to be a market for our Wing House product. Many of the construction projects in progress require, temporary mobile housing and offices. Although our Wing Houses are priced above the market for temporary office or labor housing, this disadvantage is offset by the superior quality, easy mobility and long life of the Wing House system. We are further encouraged that government safety policies for temporary camps and offices are becoming more restrictive making our Wing Houses an attractive option. We continue to believe that our efforts to market Wing Houses will result in sales over the near term and become an important source of revenue going forward.bases

~~WWA~~Standard ~~Group~~configurations ~~Equity Interest~~include:

~~Infrastructure~~ 3 Bedrooms + 1 Living room + 1 Kitchen + 1 bath + 1 Laundry

~~Project~~ 4 ~~Management~~Bedrooms + 2 Kitchens + 2 baths

~~Engineering~~ 4 ~~services~~Bedrooms of+ ~~the~~4 type offered by Infrastructure are in considerable demand. The recent global economic slowdown has seen some reduction in projects offered for tender and an increase in competition for tenders, but Infrastructure is currently evaluating several private projects for bidding. We can offer no assurance that any of these bids will be awarded to Infrastructure, but we have confidence in the company’s abilities and competitive position, and the figure indicates that sufficient opportunities exist for further expansion. baths

~~Southeast~~ 6 ~~Asia~~Bedrooms ~~provides~~+ an6 ideal working environment Infrastructure as there is a substantial U.S. military presence in the area that is relatively dispersed and focused on training, disaster relief, support for local forces and civic assistance projects. These activities provide numerous contract opportunities including diplomatic construction plans, development and relief aid spending, and private construction opportunities. The region enjoys a relatively high degree of political stability and presents a very manageable risk picture.baths

~~Indonesia~~ 8 ~~and~~Bedrooms ~~East~~+ ~~Timor,~~4 along with Malaysia, Papua New Guinea, and the southern Philippines are active with new U.S. government funded building projects and private sector projects, including infrastructure, oil & gas, and mining projects. These markets are determined to be relatively open to new qualified bidders relative to other project markets in Southeast Asia and the Pacific Rim.baths

11 1 Classroom + 1 bath + 1 Office

~~Infrastructure~~ 1 ~~has~~large bid on several projects in this region with a demonstrated capacity to perform work in this region supported by our physical presence in Thailand provide a solid base for regional expansion. Despite the marketability of Infrastructures’ services it has suspended bidding in the region at this time due to low project margins.room

~~Alternative~~The ~~Fuels~~Wing ~~Market~~House is available in configurations specifically optimized for classroom use, wired with

CNG is entrenched in a variety of states, notably Arizona, southern California, Colorado, Utah and Louisiana. Cleanfield believes CNG use will predictably expand out from these core areas and along corridors linking these areas. For this reason, Infrastructure selected the Southwestern United States as its initial target market, beginning in Arizona. CNG is already a significant market presence in nearby California and Utah. As a major corridor between these early adopters, Arizona is well situated to be the next takeoff point in CNG adoption, providing an ideal groundhigh-~~floor~~speed ~~opportunity.~~Internet ~~Competition remains limited, giving Cleanfield the opportunity to establish its presence early~~ and ~~build~~with acomputer ~~base~~stations ~~for subsequent expansion, rather than entering the already competitive markets of Utah and Southern California~~included.

~~Arizona~~The isrange ~~also in the midst~~ of anproducts ~~effort~~also toincludes ~~position itself as a major center for alternative energy development, building from a dominant position in~~ the ~~solar~~newly ~~energy~~developed ~~industry~~“pop ~~and~~out” ~~expanding~~20 ~~into other alternative energy fields. Cleanfield has been granted membership to the exclusive Valley of the Sun Clean Cities Coalition through 2012. The coalition is a group of public agencies~~ and ~~prominent~~40 ~~corporations~~foot ~~committed~~rapid todeployment expanding alternative energy use. Coalition members already operate nearly 7,000 alternative fuel vehicles and displace some 30 million gallons of petroleum fuel annually with alternative fuels such as natural gas, biodiesel, propane, ethanol, and electricity. According to a 2010 survey, this represents 10% of the annual consumption of alternative transportation fuel in the U.S. Coalition members have set the target of having one million Alternative Fuel Vehicles in the U.S., with fleet operators in the coalition holding a mandate to reduce carbon footprints. Area companies participating in the initiative include:units

~~AT&T~~ that slide out in minutes and are also pre-fit with all baths and fixtures.

~~Coca-Cola~~ 5

~~Enterprise Holdings (Enterprise, Alamo, National)~~ Markets

~~FedEx~~ The Modular Building Institute (MBI) estimates that at the end of 2011 there were well over 500,000

~~Frito~~code-~~Lay~~ compliant relocatable buildings in North America. MBI estimated that the total value of industry

~~General~~owned ~~Electric~~ relocatable buildings was between $5.5 - $6.0 billion, and that these assets generated estimated

~~OSRAM~~annual ~~Sylvania~~ revenues of $3.0 billion. MBI reports that

~~PepsiCo~~ ... fleet owners indicated that top markets served were: classrooms or educational units;

~~Rider~~construction ~~Trucks~~ site offices; general offices; retail/hospitality; and “energy/industrial” This last

~~Schwan’s~~category ~~Staples~~ is comprised mainly of workforce housing accommodations in areas of energy

~~Thyssen/Krupp elevators~~ exploration.

~~UPS~~ Income from the three largest companies primarily engaged in the sale and lease of relocatable buildings

~~Verizon~~exceeds 50 percent of the total industry revenue. The ten largest fleet owners account for greater than 75

~~Approximately~~percent ~~58%~~ of ~~Arizona’s~~total ~~population~~revenue ~~lives~~while inthe ~~cities~~top oftwenty ~~100,000~~account orfor ~~more,~~greater ~~the~~than ~~highest~~90 ~~ratio in the U~~percent.S. ~~This~~About ~~population~~75 ~~concentration~~percent ~~makes it easy to reach a large percentage~~ of ~~the populace with a network of strategically located facilities.~~all

Ininventory ~~additional~~of torelocatable ~~Arizona,~~buildings ~~Cleanfield~~in isNorth ~~beginning~~America tois ~~focus~~controlled onby ~~areas in and around~~ the ~~gas-rich~~ten ~~states~~largest offleet ~~Oklahoma and Texas~~owners, ~~which~~with are being heavily promoted and rapidly adopting CNG for vehicles. Louisiana will likely be Cleanfield's jumping off point in the area as the company has been making inroads to landing conversion contracts there in recent months.90

12percent controlled by the top 20 largest fleet owners.

~~Patents,~~Fleet ~~Trademarks,~~owners ~~Licenses,~~generated ~~Franchises,~~revenue from the following sources:

~~Concessions,~~ Leasing ~~Royalty~~activity ~~Agreements~~– ~~and Labor Contracts~~45%

~~The~~ Sales ~~Company~~– neither owns nor has applied for any patents or trademarks. We do not license any of our technology from other companies. However, the Company does have an exclusive distribution agreement with Renhe for the Wing Houses.30%

~~WWA~~ Service ~~Group~~– ~~Equity~~(transportation, ~~Interest~~installation, stairs, ramps, etc.) – 25%

~~WWA~~A ~~Group~~2011 ~~has~~report noby ~~patents~~Sage orPolicy ~~trademarks but does hold various Internet domain names in its own name and in that of Asset Forum. WWA~~ Group’s, ~~proprietary~~titled ~~software~~The isEconomic ~~safeguarded~~& byFinancial ~~the~~Performance ~~terms and conditions~~ of ~~our development agreement with~~ the ~~software developer which includes our exclusive ownership of the software and confidentiality provisions~~U.S. Modular

~~Infrastructure~~Building Industry, analyzed thousands of relocatable building transactions over a 10 year period. The

~~Infrastructure~~average ~~has~~annual noreturn ~~patents~~on orinvestment ~~trademarks~~of ~~but~~a ~~does~~relocatable ~~hold~~building ~~various~~sold ~~Internet~~was ~~domain~~18 ~~names.~~percent, which was achieved

~~Governmental~~after ~~and~~an ~~Environmental~~average ~~Regulation~~holding period of 5.8 years.

~~Environment~~Change in U.S. Employment by Sector

~~Our~~Dec-07 ~~operations are subject~~ to the general corporate laws and regulations of those countries in which we, WWA Group or Infrastructure currently operate relating to, among other things, imports and exports of equipment, worker safety and the use, storage, discharge and disposal of environmentally sensitive materials. The expansion of operations into other countries may subject us to additional national, federal, provincial, state and local laws, rules and regulations relating to, among other things, imports and exports of equipment, worker safety and the use, storage, discharge and disposal of environmentally sensitive materials. The development or expansion of operations depends upon the receipt of required licenses, permits and other governmental authorizations. Under some of the laws regulating the use, storage, discharge and disposal of environmentally sensitive materials, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as related costs of investigation and property damage. Laws of this nature often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of hazardous or toxic substances.

~~Climate~~Nov-11 ~~Change Legislation and Greenhouse Gas Regulation~~ to

Many studies over the past couple decades have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on Climate Change, and the “Kyoto Protocol.” Although the United States is not participating in the Kyoto Protocol, several states have adopted legislation and regulations to reduce emissions of greenhouse gases. Restrictions on emissions of methane or carbon dioxide that may be imposed in various nations and states could adversely affect our operations and demand for our products. May-12

13May-12

Additionally, the United States Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and emissions limits under the Clean Air Act, even without Congressional action, which could adversely affect the products we sell and the demand for our products. Finally, acts of Congress, particularly such as the “American Clean Energy and Security Act of 2009,” also known as the “Waxman-Markey cap-and-trade legislation,” approved by the United States House of Representatives on June 26, 2009, as well as the decisions of lower courts, large numbers of states, and foreign governments which affect climate change regulation could have a material adverse effect on our business, financial condition, and results of operations.Combined

~~Doing~~Mining ~~Business~~(including ~~with~~oil ~~Nationals~~& ~~of Countries identified by the U.S. as State Sponsors of Terrorism~~ gas)

~~The U~~16.S State Department and the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) has identified Iran, Sudan and Syria as state sponsors of terrorism, and forbade the sale of goods or services by U.S. persons or companies to these countries or to agents of the respective governments of these countries. On April 27, 2007 WWA Group received a “cease and desist” order from OFAC proscribing the sale of equipment or services, or facilitating the sale of equipment or services to persons with registered addresses in Iran, Syria or Sudan. WWA Group has never sold equipment at auction or delivered equipment to countries or to agents of the respective governments of those countries that OFAC has identified as state sponsors of terrorism. However, we had in the past sold equipment to private individuals or companies resident in Iran, Sudan or Syria who may have, on their own accord, have exported such purchased equipment to their country of residence. Since May of 2007 until the disposition of World Wide Auctioneers in October of 2010, in compliance with the OFAC “cease and desist” order, we enforced a strict policy of prohibiting the sale of equipment to any persons or companies that register to bid using addresses in Iran, Sudan or Syria. On January 13, 2012 WWA Group received a Cautionary Letter from OFAC as a final enforcement response to apparent violations in lieu of a civil penalty. 0%

~~Employees~~3.3%

~~The Company has one employee, who also serves as an officer and director~~19. Our chief executive officer spends approximately 10 hours per week on our business. We use sales consultants, brokers, attorneys, and accountants as necessary to assist in the development of our business. 30%

~~Reports~~Education toand ~~Security Holders~~Health

~~The Company’s annual report contains audited financial statements~~9. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and other information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by the Company with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at http://www.sec.gov.4%

141.3%

~~ITEM 1A~~10. ~~RISK FACTORS~~70%

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

~~Risks Related to the Company’s Business~~0.2%

~~IF THE COMPANY DOES NOT GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE ITS BUSINESS, IT MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS~~1.0%

~~As of December 31, 2011, the Company had a working capital deficit of $208,895~~1. We will have to obtain additional working capital from debt or equity placements to continue operations. Although, we have a commitment for the provision of additional working capital, this commitment may prove to be insufficient. Should we be unable to secure additional capital, such condition would cause us to reduce expenditures which would have a material adverse effect on our business.20%

~~MARKET~~Professional ~~ACCEPTANCE~~& OFBusiness ~~THE PRODUCTS WE HAVE DISTRIBUTION RIGHTS TO IS CRITICAL TO OUR GROWTH~~Services

~~The Company expects to generate revenue from the sale of mobile shelters though results to date do not indicate a willingness to pay for our product~~-1. Since market acceptance of our products is critical we can offer no assurance that revenue will be generated from the sale of Wing Houses. Should be unable to procure customers for our products our results of operations will continue to be negatively impacted.3%

~~WE COMPETE WITH LARGER AND BETTER-FINANCED CORPORATIONS~~1.7%

~~Competition within the international market for mobile shelters is intense~~0. While the products we are entitled to distribute are distinguished by next-generation innovations that are more sophisticated, flexible and cost effective than many competitive products currently in the market place, a number of entities offer mobile shelters and new competitors may enter the market in the future. Some of our existing and potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do, including well known multi-national corporations. 40%

~~AS A DISTRIBUTOR WE DEPEND ON THE PERFORMANCE OF A THIRD PARTY MANUFACTURER~~Government

~~The Company relies on Renhe Manufacturing China to procure Wing House mobile shelters for distribution~~-1. Our business plan is reliant on the delivery of products from this manufacturer, which reliance reduces the level of control we have and exposes us to significant risks such as inadequate capacity, late delivery, substandard quality and higher prices, all of which could adversely affect our results.8%

15-0.2%

~~OUR CHIEF EXECUTIVE OFFICER DOES NOT OFFER HIS UNDIVIDED ATTENTION TO THE COMPANY DUE TO HIS VARIED RESPONSIBILITIES~~ -2.00%

~~Our~~Total chief executive officer does not offer his undivided attention to our business as he also serves as the chief executive officer of WWA Group and as a director of Infrastructure. His responsibilities cause him to divide his time, the majority of which is dedicated to the management of WWA Group. The division of time however does not necessarily indicate a division of interests as the Company owns approximately 18% of the outstanding shares of WWA Group. Nonetheless, his varied responsibilities may compromise the Company’s ability to successfully conduct its business operations.Non-Farm

~~THE COMPANY’S SUCCESS DEPENDS ON ITS ABILITY TO RETAIN KEY PERSONNEL~~-3.6%

~~The Company’s future success will depend substantially on the continued services and performance of Eric Montandon~~0. The loss of the services of Eric Montandon could have a material adverse effect on our business prospects, financial condition and results of operations. Our future success also depends on the Company’s ability to identify, attract, hire, train, retain and motivate technical, managerial and sales personnel. Competition for such personnel is intense, and we cannot assure that we will succeed in attracting and retaining such personnel. Our failure to attract and retain the necessary technical, managerial and sales personnel would have a material adverse effect on our business prospects, financial condition and results of operations. 8%

~~OUR BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS~~-2.80%

~~International~~Trade, ~~national~~Transportation ~~and~~& local standards set by governmental regulatory authorities set the regulations by which products are certified across respective territories. Further, climate change legislation and greenhouse gas regulation is becoming increasingly ubiquitous. The products which we intend to distribute are subject to such regulation in addition to national, state and local taxation. Although we believe that we can successfully distribute our products within current governmental regulations it is possible that regulatory changes could negatively impact our operations and cause us to diminish or cease operations.Utilities

~~Future Risks Related to the Company’s Stock~~-5.2%

~~THE COMPANY INTENDS TO APPLY TO HAVE ITS STOCK QUOTED ON THE OTCBB~~0.7%

~~The Company has no public trading market for its shares, and we cannot represent to you that a market will ever develop~~-4. Nonetheless, we do intend to seek a quotation on the OTCBB. However, there can be no assurance that we will obtain a quotation on the OTCBB or that obtaining a quotation will generate a public trading market for our shares. Further, if we obtain a quotation on the OTCBB, this may limit our ability to raise money in an equity financing since many institutional investors do not consider OTCBB stocks for their portfolios. Therefore, an investors’ ability to trade our stock might be restricted as only a limited number of market makers quote OTCBB stock Trading volumes in OTCBB stocks are historically lower, and stock prices for OTCBB stocks tend to be more volatile, than stocks traded on an exchange or the NASDAQ Stock Market. We may never qualify for trading on an exchange or the NASDAQ Stock Market.50%

16Financial Activities

~~THE COMPANY’S STOCK PRICE COULD BE VOLATILE~~-6.1%

~~Should a public market for our shares develop, the future market price could be subject to significant volatility and trading volumes could be low~~0. ~~Factors affecting our market price will include:~~4%

~~· perceived prospects;~~ -5.70%

~~· negative variances in our operating results, and achievement of key business targets;~~ Manufacturing

~~· limited trading volume in shares of our common stock in the public market;~~ -13.0%

~~· sales or purchases of large blocks of our stock;~~ 1.5%

~~· changes in, or our failure to meet, earnings estimates;~~ -11.50%

~~· changes in securities analysts’ buy/sell recommendations;~~ Construction

~~· differences between our reported results and those expected by investors and securities analysts;~~ -26.4%

~~· announcements of new contracts by us or our competitors;~~ -0.1%

~~· announcements of legal claims against us;~~ -26.50%

~~· market~~Source: ~~reaction~~Bureau toof ~~any~~Labor ~~acquisitions~~Statistics, ~~joint ventures or strategic investments announced by us;~~ CES

~~· developments~~A inFreedonia ~~the~~Group's ~~financial~~industry ~~markets;~~market research report from late 2011 indicated that inside the multi-billion

~~· general~~dollar ~~economic,~~U.S. ~~political~~nonresidential orprefabricated ~~stock~~building ~~market~~system ~~conditions.~~industry, modular building systems provide the

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

Wemarket. ~~incur~~The ~~significant~~Company's ~~expenses~~own asresearch aon ~~result~~market ofdemand ~~the~~– ~~Sarbanes-Oxley~~combined ~~Act~~with ofnew ~~2002,~~features ~~which~~and ~~expenses~~refinements ~~may continue to negatively impact our financial performance.~~of

~~We incur significant legal, accounting and other expenses as a result of~~ the ~~Sarbanes-Oxley~~product ~~Act~~to ofmeet ~~2002,~~more asstringent ~~well~~buyer asstandards ~~related~~– ~~rules~~has ~~implemented~~influenced byit ~~the~~to ~~Commission,~~initiate ~~which~~this ~~control~~rollout ~~the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed~~ in ~~the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly~~2013. The

~~Our~~Company ~~internal~~has ~~controls over financial reporting may not be considered effective in the future, which CONCLUSION could result in~~ a ~~loss~~target of ~~investor~~100 ~~confidence~~unit insales ~~our financial reports and~~ in ~~turn have an adverse Affect on SHAREHOLDER PERCEPTION~~2013.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our shareholders could lose confidence in the accuracy and completeness of our financial reports, which in turn could have an adverse affect on shareholder perception.6

17International Markets

~~the~~The Company ~~does~~holds ~~not~~distribution ~~pay~~rights ~~dividends.~~for the Wing House in both the Gulf Cooperation Council (GCC),

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

~~ITEM~~sustained ~~1B.~~high ~~UNRESOLVED~~oil ~~STAFF~~and ~~COMMENTS~~gas prices, this has emerged as one of the world’s most rapidly growing regions.

~~Not~~Steffen ~~applicable.~~ Hertog of the London School of Economics states:

~~ITEM~~No 2.other ~~PROPERTIES~~rich region in the world has grown as fast as the GCC in recent years and none has

~~The~~as ~~Company~~rosy ~~currently~~an ~~maintains~~outlook ~~limited~~for ~~executive~~the ~~office~~near ~~space~~future: atIMF ~~700~~estimates ~~Lavaca~~of ~~Street,~~real ~~Suite~~GDP ~~1400,~~growth ~~Austin, Texas 78701~~ for ~~which~~2012 ~~it pays rent of $60 a month on a recurring basis~~range

~~The~~from ~~Company~~2 ~~does~~percent ~~not~~(Bahrain) ~~believe~~to ~~that~~6.3 itpercent ~~will~~(Saudi ~~need~~Arabia), towith ~~maintain~~ a ~~larger~~regional ~~office~~average atof ~~any time in the foreseeable future in order to carry out its operations~~4.9

~~ITEM~~percent. Average growth for 2013 is expected to again reach above 3. ~~LEGAL~~percent ~~PROCEEDINGS~~- all the while

~~The~~all ~~Company~~countries isbar ~~currently~~Bahrain ~~not~~are aexpected ~~party~~ to ~~any~~rack ~~legal~~up ~~proceedings~~sizeable fiscal surpluses between 5.8 and

~~ITEM~~26 4percent of GDP thanks to continuing high oil prices. ~~(REMOVED~~Consumer ~~AND~~confidence ~~RESERVED)~~is at an all

~~Removed~~time high and ~~reserved~~privately driven sectors like retail and construction are expanding rapidly.

18Non-oil growth is emerging as a major growth driver, as regional governments invest oil income in heavy

~~PART~~industry, IIinfrastructure, and other developments in an effort to diversify their oil-dependent economies.

~~ITEM~~The 5.combination ~~MARKET~~of ~~FOR~~high ~~COMMON~~investment ~~EQUITY,~~in ~~RELATED~~increased ~~STOCKHOLDER~~energy ~~MATTERS,~~production ~~AND~~and ~~ISSUER~~surging ~~PURCHASES~~investment OFin ~~EQUITY SECURITIES~~economic

Asdiversification ofcreates ~~the~~a ~~date~~significant ofopportunity ~~this filing, there is no public market~~ for ~~our securities. The Company has future plans to file for trading on~~ the ~~OTCBB~~marketing which is sponsored by the Financial Industry Regulatory Authority (FINRA). However, there can be no assurance that the Company will ever be accepted for trading on the OTCBB. Since there is no public trading of ~~our~~modular ~~securities,~~workforce ~~there~~housing ~~is no high or low bid pricing to report~~solutions.

~~Capital~~Virtually ~~Stock~~all construction labor in the GCC is provided by contractual workers from other countries. These

~~The~~workers ~~following~~are istypically ahoused ~~summary~~on ofjob ~~the~~sites, ~~material~~and ~~terms~~construction ofmanagers need the ~~Company’s~~ability ~~capital stock. This summary is subject~~ to ~~and~~pack ~~qualified~~up ~~by our articles of incorporation and bylaws.~~housing

~~Common~~facilities ~~Stock~~as jobs finished and move them to other job sites as easily as possible. The extreme mobility and

Asrapid ofdeployment ~~April 13, 2012 there were 1,645 shareholders~~ of ~~record holding a total of 24,411,360 shares of fully paid and non-assessable common stock of~~ the ~~50,000,000~~Wing ~~shares~~House ofmake ~~common~~it ~~stock, par value $0.001, authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders because~~ a ~~portion~~strong ofcontender ~~our~~for ~~outstanding~~acceptance ~~common stock is held~~ in ~~broker “street names” for~~ the ~~benefit~~GCC ~~of individual investors~~market. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

~~Preferred~~The ~~Stock~~Company also holds marketing rights for the Wing House in Southeast Asia, a region that the OECD

Asexpects ofto ~~April~~maintain ~~13,~~a ~~2012~~“robust” ~~there~~average ~~were 2,280 shares~~ of ~~Series~~5.5% 1over ~~preferred issued and outstanding of~~ the ~~25,000,000~~next ~~shares~~five ~~of preferred stock, par value of $0~~years.~~001,~~ Large ~~authorized.~~infrastructure ~~Preferred shares are convertible into 400 shares of the Company’s common stock~~projects, ~~bear interest at 9% per annum, and have no redemption provision.~~

~~The~~energy ~~Company’s~~and ~~preferred~~mining ~~shares~~industry ~~may~~developments, ~~have~~disaster ~~such rights~~relief, ~~preferences~~ and ~~designations~~temporary asoffices ~~determined~~are byamong the ~~board~~niches ~~of directors and may be issued in different series’. Series 1 is the only series currently outstanding.~~open

~~Warrants~~for the Wing House in Southeast Asia.

~~As of April 13, 2012 the Company had no outstanding warrants to purchase shares of our common stock.~~Competition

~~Stock~~The ~~Options~~Wing House mobile shelter faces no direct competition as a prefabricated expandable container-based

Asmobile ofshelter ~~April~~system ~~13,~~though ~~2012~~a ~~the~~variety ~~Company~~of ~~had~~site-built noshelter ~~outstanding stock~~ options toprovide ~~purchase~~indirect ~~shares of our common stock~~competition. Typical

~~Dividends~~portable cabins used as temporary offices in some regions are much cheaper than the Wing Houses, but they

~~The~~(i) ~~Company~~have ~~has~~a ~~not~~life ~~declared~~span ~~any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment~~ of ~~dividends~~much isless ~~within~~than ~~the~~half ~~discretion~~that of ~~the~~a ~~board~~Wing ~~of directors and will depend on our earnings~~House, ~~capital~~(ii) ~~requirements,~~cannot ~~financial~~be ~~condition,~~moved and ~~other~~re-used ~~relevant factors. There are no restrictions that currently limit the Company's ability to pay dividends on its common stock other than those generally imposed by applicable state law.~~without

19virtually rebuilding the units, (iii) can only be trucked as 35 square meters of cabin space per truck (as

~~Transfer~~opposed ~~Agent~~to Wing House 80 square meter per truck folded in), and ~~Registrar~~(iv) have inferior wiring, lighting, bath

~~The~~fixtures, ~~Company’s transfer agent~~ and ~~registrar~~insulation. The isWing ~~Interwest~~Houses ~~Transfer~~are ~~Company,~~competitively ~~1981~~priced E.in ~~Murray-Holladay~~certain ~~Road~~markets, ~~Holladay,~~and ~~Utah,~~for ~~84117–5164.~~certain ~~Interwest’s phone number is (801) 272-9294.~~ users

~~Purchases~~that ofare ~~Equity~~looking ~~Securities~~for ~~made~~more bymodern ~~the~~and ~~Issuer~~efficient ~~and~~workforce ~~Affiliated~~accommodation ~~Purchasers~~as opposed to the more utilitarian

~~None~~pre-fabricated structures used in the past.

~~Recent~~A ~~Sales~~number of ~~Unregistered~~US ~~Securities~~and Canadian companies compete in the high quality prefabricated structure market,

~~None.~~notably Sunbelt Modular, Pacific Mobile Structures, Mobile Modular, Satellite Shelters, Williams

~~ITEM~~Scotsman, 6M Space Modular Buildings, and ModSpace. These ~~SELECTED~~companies ~~FINANCIAL~~use ~~DATA~~a variety of systems,

~~Not~~typically ~~required~~“panelized”, to install mobile structures in various configurations. Many of these structures are

~~ITEM~~designed 7.to ~~MANAGEMENT’S~~be ~~DISCUSSION~~semi-permanent, ~~AND~~and ~~ANALYSIS~~fill OFa ~~FINANCIAL~~distinctly ~~CONDITION~~different ~~AND~~niche ~~RESULTS~~from OFthe ~~OPERATIONS~~Wing House. They offer

~~This~~greater ~~Management’s~~flexibility ~~Discussion~~in ~~and~~terms ~~Analysis~~ of ~~Financial~~size, ~~Condition~~with ~~and~~larger ~~Results of Operations~~ and ~~other~~more ~~parts~~open offloor this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” ~~“predicts,” and similar terms~~available. They ~~Forward-looking statements~~ are ~~not~~also 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 current report. Our fiscal year end is December 31. typically

~~Discussion~~more expensive and ~~Analysis~~require more time to install. While these structures will continue to dominate the

~~General~~market for larger structures, the Company believes that the Wing House will fill an underserved niche

~~The~~demand ~~Company’s~~for ~~current~~high ~~focus~~quality isstructures tooffering ~~work~~a ~~together~~far ~~with~~higher ~~WWA~~degree ~~Group and Infrastructure to increase the value~~ of ~~its~~mobility ~~investment~~ and tofar ~~leverage~~faster ~~those~~installation relationships to develop the distribution of Wing House mobile shelter systems. We anticipate that we will require additional capital to market this business and recognize that the economic downturn in the global economy has decreased demand for our products that depend on the vitality of the construction sector industry in the Gulf Region. than

~~Distribution~~current ~~Rights We are displaying and using Wing House office units on the internet and in a yard in Thailand while actively marketing the units by email~~offerings. We are offering the units for sale or rental on a 60 day delivery schedule from order date. We are negotiating financing with the manufacturer to spur sales efforts though demand for this type of housing has receded. Infrastructure may continue to tender contracts in Asia that may lead to more “in house” created demand for the units. The Company and Infrastructure will share gross profits made on any sales or rentals generated by Infrastructure’s efforts.

207

~~WWA~~The ~~Group~~Company ~~Equity~~also ~~Interest~~competes with companies focused on the leasing of modular workforce housing and the

WWA Group’s auctions developed a significant customer base that achieved consistent revenue and profits that led to a dominant market share in Dubai, its primary operating market. The Company invested in WWA in 2000, anticipating potential future value appreciation in that investment, and possible synergies with our management’s ~~experience in Asian product sourcing and WWA’s core auction and selling business. WWA Group sold WWA to Seven on October 31, 2010. Since the relationship between the Company and WWA Group is one~~ of ~~common~~workforce ~~management~~housing ~~control, we benefit from the contacts and business development opportunities generated by its business activities~~facilities. Companies Weengaged ~~intend~~in tothis ~~provide additional financial and~~ business ~~support~~include toBlack ~~WWA Group as necessary to help grow the value of our equity interest, and to provide us opportunities that are related to and generated by WWA Group. Asset Forum~~Diamond

~~WWA~~ Group’s ~~business~~Limited, ~~strategy~~Target ~~going~~Logistics, ~~forward~~Atco isStructures ~~to build Asset Forum into a global internet hub for the buying~~ and ~~selling~~Logistics, ofRapid ~~assets.~~Camp ~~Management~~Ltd, ~~has~~Guerdon ~~long recognized the trend towards a web based marketplace that utilizes contemporary technology to safely bring buyers and sellers together. Asset Forum is the necessary outcrop of that trend.~~ Modular

~~Asset~~Buildings, ~~Forum~~Williams isScotsman, anStock ~~Arizona~~Modular, ~~based~~Wilmot ~~company~~Modular that provides an international listing service that matches sellers with buyers for heavy equipment and real estate. We have supplemented Asset Forum's distinctive listing service with our on-line auction software to perform the actual bidding and selling function of items for on-line auction. The Asset Forum business model is based on advertising assets for sale in a “free listing by owner” format that provides listing services for owners over a broad range of asset categories. The platform includes a unique forum function that enables the viewer to post comments on the items displayed and permits buyers to deal directly with sellers which we have enhanced with our proprietary On Line Bidding software. Asset Forum’s combination of open forumStructures, ~~owner direct~~ and ~~customized~~many ~~auctions in one marketplace for buyers and sellers attracted thousands of asset listings in 2011~~others. While some

~~WWA Group is yet to realize revenue from the operation~~ of ~~Asset~~these ~~Forum~~companies ~~yet~~do ~~the~~produce ~~model~~their ~~for~~own ~~generating~~modular ~~income~~housing ~~from~~units, ~~this~~their ~~type~~primary ofbusiness ~~web~~lies ~~based sales facility exists. Management plans to increase awareness of Asset Forum from a database of former clients garnered from many years~~ in the physical auction business and from a host of prospective new clients used to being able to buy and sell through existing electronic sales facilities. The transition of new visitors to the Asset Forum website will be accomplished by marketing the site through trade journalsleasing, ~~magazines, websites and trade shows. Once a critical mass of buyers and sellers, yet to be determined, has been reached management intends to include an income producing component onto the site.~~

~~Management~~installation, expects that the income producing component will be based on commissions earned from sellers on the actual sale of assets listed for on line auction on Asset Forum’s web site. Commissions will range from 2% to 12% depending on the value of the item sold and ~~negotiations~~management ~~with the seller(s). Asset Forum will also charge a buyer’s premium ranging from 1% to 7% depending on the value~~ of ~~the~~workforce ~~item~~camps. ~~Seller’s~~ ~~commissions~~The ~~and~~rapid ~~buyer’s~~growth ~~premiums will comprise the bulk~~ of ~~revenue~~this ~~generated. Asset~~sector ~~Forum’s~~is ~~seller’s~~demonstrated ~~commission and buyer’s premiums are generally lower on average than the industry standards being charged~~ by ~~competing models. Other revenue can be generated by~~ the gross profit margin earned by items bought by Asset Forum for its own account, and sold at on line auction. In certain cases, Asset Forum will also negotiate with a seller to take a percentage of the sold price amount over a certain minimum selling price, rather than a seller’s commission.

21recent results of the Black Diamond Group, a publicly traded industry leader with operations focused on

~~Infrastructure~~Western Canada.

~~WWA~~Black Diamond Group maintains a consolidated 57.58% equity interest in Infrastructure, a project management company due to the conversion of a promissory note due into shares of Infrastructure on November 21, 2011. We believe that despite competitive pricing pressures, a significant number of projects fall within the criteria expressed by Infrastructure and that alternative fuel conversions will become widespread as fuel prices rise and fueling infrastructure becomes available. Operating

~~Since~~Income ~~each~~(Millions of WWA Group and Infrastructure share common management we believe that there exists an opportunity to utilize our international presence and existing relationships to assist Infrastructure in procuring new projects and managing existing ones. Management recognizes that Infrastructure’s success is critical to any gain on its investment. The effect being we work with Infrastructure on an as needed basis to provide any assistance that might be required and within our ability to assist. CAD)

~~Expansion Plans into other Businesses~~2009

The Company is currently targeting operating businesses and assets that are priced at current market levels that do not rely on expanding economies to generate profit. Since the Company’s ability to raise capital for acquisitions is limited our current intention is to rely on stock for stock exchange transactions as a means by which to expand into new business opportunities. The Company has signed a memorandum of agreement to acquire Emerging Market Property Advisors, a UK limited liability company in a stock for stock exchange transaction. We expect that this share exchange to proceed in the 2nd quarter of 2012 subject to shareholder approval.$20

~~Results of Operations~~2010

During the year ending December 31, 2011, the Company failed to realize revenues from the sale of its products, which failure resulted in a continuation of net losses for the period. Nevertheless, the Company remains optimistic that Wing Houses are still in demand, and that a global economic recovery in 2012 alongside the efforts of Infrastructure will generate sales of Wing Houses. $27

~~Revenue~~2011

~~Revenue for the twelve month periods ended December 31, 2011 and December 31, 2010 was~~ $0. The lack of revenues over the comparative periods can be primarily attributed to the effect that a global recession has had on the demand for products for which we act as a distributor. We expect revenue in future periods with a return to normalization in the global markets. 63

~~Operating Expenses~~2012

~~Operating expenses for the twelve month period ended December 31, 2011 were~~ $113,430 as compared to expenses of $55,756 for the twelve month period ended December 31, 2010. The increase in expenses over the comparative periods can be attributed to increases in general and administrative expenses. We expect that operating expenses will decrease until such time as the capital becomes available to us to expand our marketing efforts.72

~~Depreciation~~Source: ~~and amortization expenses for the twelve month period ended December 31, 2011 and December 31, 2010 were $0 and $719 respectively~~Morningstar. The decrease in depreciation and amortization expenses over the comparative periods can be attributed mainly to the full depreciation of existing equipment. Depreciation and amortization expenses are expected to increase in the event we acquire assets in the process of expanding our distribution activities.ca

22The Company recognizes these companies as competitors but also sees them as potential customers. If the

~~Other~~Company ~~expenses~~can ~~for~~provide ~~the~~these ~~twelve~~companies ~~month~~with ~~period~~a ~~ended~~facility ~~December~~option ~~31,~~that ~~2011~~is ~~were~~more $1economical,~~409,617~~ asmore ~~compared to other expenses of $557~~efficient,~~050~~ ~~in the twelve month period ended December 31, 2010. The other expenses in the current period can be primarily attributed to the loss on equity investments tied to our interest in WWA Group~~ and ~~the payment of a dividend on our preferred stock offset by other income. We expect to continue to realize other expenses related to the business operations of WWA Group in the near term.~~

~~Net~~more ~~Losses~~easily portable than the structures they currently use, we believe that a significant number of these

~~Net~~companies ~~losses~~would ~~for~~adopt the ~~twelve~~Wing ~~month~~House ~~period ended December 31, 2011 were $1,523,047~~ as ~~compared~~part ~~to net losses~~ of ~~$612,806~~their ~~for~~leasing ~~the twelve month period ended December 31, 2010~~fleet. The increase in net losses in the current period can be primarily attributed to the increase in the loss on our equity investments in addition to increases in general and administrative expenses. We expect to continue to realize net losses until such time as our operations produce revenue and our equity investments provide us a return on our investment.

~~Capital~~Patents, ~~Expenditures~~Trademarks, Licenses, Franchises,

~~The~~Concessions, ~~Company~~Royalty ~~did~~Agreements ~~not~~and ~~spend~~Labor ~~any significant amounts on capital expenditures during the year ended December 31, 2011.~~Contracts

~~Income~~We ~~Tax~~neither ~~Expense~~own ~~(Benefit)~~ nor have applied for any patents or trademarks. We do not license any of our technology

~~The Company may have an income tax benefit resulting~~ from ~~net~~other ~~operating losses to offset any future operating profit~~companies. However, ~~the~~we ~~Company~~have ~~has~~a ~~not~~distribution ~~recorded~~agreement ~~this~~with ~~benefit~~Renhe infor the ~~financial~~Wing ~~statements because it cannot be assured that it will utilize the net operating losses carried forward in future years~~Houses.

~~Impact~~Marketing ofand ~~Inflation~~ Advertising Methods

The Company ~~believes~~markets ~~that~~the ~~inflation~~Wing ~~has~~Houses ~~had~~through atraditional ~~negligible~~methods, ~~effect~~internet onweb ~~operations~~sites ~~over~~and ~~the past three years.~~emails

~~Liquidity~~Dependence ~~and~~on ~~Capital~~Major ~~Resources~~ Customers or Suppliers

AsThe ofCompany ~~December~~is ~~31,~~not ~~2011,~~dependent ~~the~~on ~~Company~~one ~~had~~or a ~~working~~few ~~capital deficit of $208~~customers,~~895.~~ ~~Our~~as ~~current~~we ~~assets~~have ~~totaled~~a ~~$5,485~~product ~~comprised~~targeted ofto ~~cash~~a ~~totaling~~wide ~~$391~~range ~~and other assets~~ of ~~$5,094. Our total assets were $219,865 consisting of current assets and our equity investments totaling $214,380. At December 31, 2011 our current and total liabilities were $286,884.~~

~~Cash flow used in operating activities for the year ended December 31, 2011 was $32,668 as compared to cash flow used in operating activities of $55,444 for the year ended December 31, 2010~~buyers. The change in cash flow used in operating activities in the current period can be attributed primarily to the increase in accounts payable. We expect that cash flow used in operating activities will continue to decrease as net losses decrease.

~~Cash~~Governmental ~~flow provided by investing activities for the years ended December 31, 2011~~ and ~~December~~Environmental ~~31, 2010 was $0. We expect to use cash flow in investing periods in future periods as capital becomes available to expand our business.~~Regulation

~~cash~~Health ~~flow~~and provided by financing activities of $88,000 for the year ended December 31, 2010. Cash flow used by financing activities in the current twelve month period can be attributed to a decrease in a note payable. We expect to have cash flow provided by financing activities in the near term in order to continue operations.Safety

23We are subject to numerous health and safety laws and regulations imposed by the governments controlling

~~The~~the ~~Company~~jurisdictions ~~owns shares of WWA Group as an equity investment. The shares are restricted common stock~~ in awhich ~~publicly~~we ~~traded~~operate ~~company~~and ~~with~~by aor ~~current~~clients ~~face~~and ~~market~~project ~~value of over $406,000~~financiers. WeThese ~~could~~regulations ~~sell a portion of these shares, subject to the limitations imposed by Rule 144, as a source of operating funds as the Company did in March of 2012.~~ are

~~The~~frequently ~~Company’s current assets are insufficient to conduct its business operations over the next twelve (12) months. We will have to seek at least $100~~changing,~~000~~ ~~in debt or equity financing over the next twelve months to fund our marketing efforts for our Wing Houses~~ and toit ~~evaluate~~is ~~other~~impossible ~~business opportunities. The Company has no current commitments or arrangements with respect~~ to, orpredict ~~immediate sources of this funding. Further, no assurances can be given that funding is available. The Company’s shareholders are~~ the ~~most~~effect ~~likely source~~ of ~~new~~such ~~funding~~laws ~~in the form of loans or equity placements though none have made any commitment for future investment~~ and ~~the~~regulations ~~Company has no agreement formal or otherwise. The Company’s inability to obtain sufficient funding will have a material adverse affect~~ on ~~its~~us ~~ability~~in ~~to continue business operations.~~the

~~The~~future. ~~Company~~We ~~does~~actively ~~not~~seek ~~expect~~ to ~~pay~~maintain ~~cash~~a ~~dividends~~safe, inhealthy ~~the~~and ~~foreseeable~~environmentally ~~future.~~friendly work place for all of our

~~The~~employees ~~Company~~and ~~had~~those nowho ~~lines~~work ofwith ~~credit~~us. orHowever, ~~other~~we ~~bank~~provide ~~financing~~some ~~arrangements.~~of our services in high-risk locations

~~The~~and ~~Company~~as ~~has~~a noresult ~~defined~~we ~~benefit~~may ~~plan~~incur orsubstantial ~~contractual~~costs ~~commitment~~to ~~with~~maintain ~~any~~the safety of ~~its~~our ~~officers~~personnel. orAll ~~directors.~~of our operations

~~The~~and ~~Company~~personnel ~~has~~are nocovered ~~current~~by ~~plans~~comprehensive ~~for~~“all ~~the~~risk” ~~purchase~~insurance, orthe ~~sale~~costs of ~~any~~which ~~plant~~are orincluded ~~equipment~~in our

~~Off Balance Sheet Arrangements~~contracts.

As of December 31, 2011, the Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.8

~~Critical~~Office ~~Accounting~~of ~~Policies~~Foreign Assets Control

InThe ~~the~~Office ~~notes~~of toForeign ~~the~~Assets ~~audited~~Control ~~financial~~("OFAC") ~~statements~~of ~~for~~ the ~~year~~U.S. ~~ended~~Department ~~December 31, 2011 included in our Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results~~ of ~~operations and our financial position. The Company believes that~~ the ~~accounting~~Treasury ~~principles~~administers ~~we utilized conform to accounting principles generally accepted in the United States of America.~~and

~~The~~enforces ~~preparation~~economic ~~of financial statements requires our management to make significant estimates~~ and ~~judgments~~trade ~~that~~sanctions ~~affect~~based ~~the~~on ~~reported amounts of assets, liabilities, revenues and expenses~~U. ~~By their nature, these judgments are subject to an inherent degree of uncertainty~~S. Onforeign anpolicy ~~on-going basis, we evaluate estimates. We base our estimates on historical experience~~ and ~~other~~national ~~facts~~security ~~and~~goals 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. against

24targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in

~~Revenue~~activities ~~Recognition~~related to the proliferation of weapons of mass destruction, and other threats to the national

~~The~~security, ~~Company~~foreign ~~intends~~policy toor ~~generate~~economy ~~revenue through the sale~~ of ~~its products on a private, commercial, and industrial basis. Revenue from product sales is recognized at~~ the ~~time~~United ~~the product is shipped and invoiced and collectability is reasonably assured~~States. ~~The~~OFAC ~~Company~~acts ~~believes~~under ~~that~~presidential ~~certain~~national ~~revenue should be recognized as title passes to the customer at the time of shipment.~~emergency

~~Going~~powers ~~Concern~~as well as authority granted by specific legislation to impose controls on transactions and freeze

~~The~~assets ~~Company’s~~under ~~auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $3,712,641 as of December 31, 2011~~U. ~~The~~S. ~~Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources~~jurisdiction. ~~Management’s~~ ~~plan~~Since ~~to address~~ the Company’s ~~ability~~is ~~to continue as~~ a ~~going concern includes: (i) obtaining funding from the private placement of debt or equity; and (ii) realizing revenues from the sale of Wing Houses or additional business opportunities~~U.S. ~~Management~~corporation, ~~believes that~~ it ~~will~~is bebound ~~able~~ to ~~obtain funding to allow~~ the ~~Company~~regulations ~~to remain a going concern through the methods discussed above, though there can be no assurances that such methods will prove successful.~~of

~~Forward~~OFAC. ~~Looking~~Although ~~Statements~~we ~~and~~have ~~Factors~~never ~~That~~contracted ~~May~~nor ~~Affect~~made ~~Future~~any ~~Results~~effort ~~and~~to ~~Financial~~contract ~~Condition~~with countries which OFAC has

~~The~~identified ~~statements~~as ~~contained~~state insponsors ~~the section titled Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations and elsewhere in this current report~~terrorism, ~~with~~ the ~~exception~~possibility ofexists 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~~certain orOFAC ~~may~~sanctioning ~~not~~methods ~~materialize. These statements include, but are not limited to, statements concerning:~~could

~~· our~~be ~~anticipated~~employed ~~financial~~against ~~performance;~~certain of our operations.

~~· the~~Environmental ~~sufficiency of existing capital resources;~~Regulation

~~· our~~The ~~ability~~countries towhere ~~fund~~we ~~cash~~do ~~requirements~~business ~~for~~often ~~future~~have ~~operations;~~numerous environmental regulatory requirements by which

~~· uncertainties~~we ~~related~~must toabide in the ~~growth~~normal course of our ~~business~~operations. ~~and~~We ~~the~~do ~~acceptance~~not ofexpect ~~our~~costs ~~products~~related ~~and~~to ~~services;~~environmental

~~· our~~matters ~~ability~~will tohave ~~achieve~~a ~~and~~material ~~maintain~~adverse aneffect ~~adequate~~on ~~customer~~our ~~base~~consolidated tofinancial ~~generate~~position ~~sufficient~~or ~~revenues~~our toresults ~~maintain and expand operations;~~of

~~· the volatility of the stock market; and,~~operations.

~~· general~~Climate ~~economic~~Change ~~conditions.~~Legislation and Greenhouse Gas Regulation

WeMany ~~wish~~studies toover ~~caution~~the ~~readers~~past ~~that~~couple ~~our~~decades ~~operating~~have ~~results~~indicated ~~are subject to various risks and uncertainties~~ that ~~could~~emissions 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~~certain ~~date~~gases ofcontribute ~~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.~~

25warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit

~~Stock-Based~~emissions ~~Compensation~~of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on

~~The~~Climate ~~Company~~Change, ~~has~~and ~~adopted~~the ~~Accounting Standards Codification Topic (~~“~~ASC~~Kyoto Protocol.”) ~~which~~Although ~~addresses~~ the ~~accounting~~United ~~for~~States ~~stock-based~~did ~~payment~~not ~~transactions~~adopt ~~in which an enterprise receives employee services in exchange for (a) equity instruments of~~ the ~~enterprise~~Kyoto ~~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.~~Protocol,

~~The~~several ~~Company~~states ~~has~~have noadopted ~~outstanding~~legislation ~~stock~~and ~~options~~regulations orto ~~related~~reduce ~~stock~~emissions ~~option~~of ~~expense~~greenhouse gases.

WeAdditionally, ~~account for equity instruments issued in exchange for~~ the ~~receipt~~United ofStates ~~goods~~Supreme orCourt ~~services~~has ~~from~~ruled, ~~other than employees~~ in ~~accordance~~Massachusetts, ~~with~~et ~~ASC~~al. ~~505~~v. ~~Costs~~EPA ~~are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued~~, ~~whichever~~that ~~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.~~EPA

~~Recent~~abused ~~Accounting~~its ~~Pronouncements~~discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile

~~Please~~sources. ~~see~~As ~~Note~~a 3result toof ~~our~~the ~~financial~~Supreme ~~statements~~Court ~~for~~decision ~~recent~~the ~~accounting~~EPA ~~pronouncements.~~issued a finding that serves as the foundation

~~ITEM~~under ~~7A.~~the ~~QUANTITATIVE~~Clean ~~AND~~Air ~~QUALITATIVE~~Act ~~DISCLOSURES~~to ~~ABOUT~~issue ~~MARKET~~other ~~RISK~~rules that would result in federal greenhouse gas regulations and

~~Not~~emissions ~~required~~limits under the Clean Air Act, even without Congressional action. Finally, acts of Congress,

~~ITEM~~particularly 8.those ~~FINANCIAL~~such ~~STATEMENTS~~as ~~AND~~the ~~SUPPLEMENTARY~~“American ~~DATA~~Clean Energy and Security Act of 2009” approved by the United

~~Our~~States ~~audited~~House ~~financial~~of ~~statements~~Representatives, ~~for~~as well as the ~~years~~decisions ~~ended~~of ~~December~~lower 31courts, ~~2010~~large ~~and~~numbers ~~2009~~of ~~are~~states, ~~attached hereto as F-1 through F-13.~~and

26foreign governments could widely affect climate change regulation. Greenhouse gas legislation and

~~ASIA8~~regulation could have a material adverse effect on our business, ~~INC.~~financial ~~AND~~condition, ~~SUBSIDIARIES~~and results of

~~Years Ended December 31, 2011 and 2010~~operations.

~~INDEX~~Marketability

~~Page~~Distribution Rights

~~Report~~Despite ofthe ~~Independent~~relative ~~Registered~~downturn ~~Public~~in ~~Accounting~~construction ~~Firm~~products ~~F-2~~across the Gulf Region there continues to be a

~~Consolidated~~market ~~Balance~~for ~~Sheets~~our ~~F-3~~Wing House product. Many of the construction projects in progress require, temporary

~~Statements~~mobile ofhousing ~~Operations F-4~~and offices. Although our Wing Houses are priced above the market for temporary office

~~Statements~~or labor housing, this disadvantage is offset by the superior quality, easy mobility and long life of ~~Stockholders’~~the ~~Equity F-5~~Wing

~~Statements~~House ofsystem. We ~~Cash~~are ~~Flows F-6~~further encouraged that government safety policies for temporary camps and offices

~~Notes~~are tobecoming ~~Financial~~more ~~Statements~~restrictive ~~F-7~~making our Wing Houses an attractive option. We continue to believe that

~~F-1~~our efforts to market Wing Houses will result in sales over the near term and become an important source of

~~Pinaki~~revenue &going ~~Associates LLC~~forward.

~~Certified Public Accountants~~9

~~625 Barksdale Rd, Suite 113,~~ Employees

~~Newark~~The Company has one employee, DEwho ~~19711~~also serves as an officer and director. Our chief executive officer

~~Phone:~~spends ~~510-274-5471~~approximately |10 ~~pmohapatra@pinakiassociates~~hours per week on our business.~~com~~ We use sales consultants, brokers, attorneys, and

Toaccountants as necessary to assist in the ~~Board~~development of ~~Directors~~our business.

~~Asia8~~Reports ~~Inc.~~to Security Holders

~~700~~The ~~Lavaca~~Company’s ~~Street,~~annual ~~Suite~~report ~~1400~~contains audited financial statements. We are not required to deliver an

~~Austin~~annual report to security holders and will not automatically deliver a copy of the annual report to our

~~Texas~~security ~~78701~~holders unless a request is made for such delivery. We file all of our required reports and other

Weinformation ~~have~~with ~~audited~~ the ~~accompanying~~Securities ~~consolidated balance sheets of Asia8 Inc. as of December 31, 2011and 2010~~ and ~~the~~Exchange ~~related~~Commission ~~consolidated statements of income, stockholders’ equity and cash flows for~~ (the ~~years ended December 31, 2011and 2010~~“Commission”). ~~These~~The ~~consolidated~~public ~~financial~~may ~~statements~~read ~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.~~ and

Wecopy ~~conducted~~any ~~our~~materials ~~audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require~~ that ~~we plan and perform the audits to obtain reasonable assurance about whether the financial statements~~ are ~~free~~filed ofby ~~material misstatement. An audit includes examining, on a test basis, evidence supporting~~ the ~~amounts~~Company ~~and~~with ~~disclosures in~~ the ~~financial~~Commission ~~statements.~~at ~~An audit also includes assessing~~ the ~~accounting~~Commission’s ~~principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.~~Public

~~The~~Reference ~~accompanying~~Room ~~financial~~at ~~statements~~100 ~~have~~F ~~been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements~~Street, ~~the Company has suffered recurring losses from operations that raises a substantial doubt about its ability to continue as a going concern~~N. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty In our opinion~~E., ~~the consolidated financial statements referred to above present fairly~~Washington, inD.C. ~~all material respects, the financial position of Asia8 Inc~~20549. asThe ofpublic ~~December~~may ~~31,~~obtain ~~2011~~information ~~and~~on ~~2010, and~~ the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2011and 2010 , in conformity with accounting principles generally accepted in the United States of America.

~~/s/~~operation ~~Pinaki~~of &the ~~Associates~~Public ~~LLC~~Reference Room by calling the Commission at 1-800-SEC-0330. The statements

~~Pinaki~~and &forms ~~Associates~~filed ~~LLC.~~by us with the Commission have also been filed electronically and are available for viewing

~~Hayward~~or copy on the Commission maintained Internet site that contains reports, CAproxy and information

~~April 11~~statements, ~~2012~~and other information regarding issuers that file electronically with the Commission. The

~~F-2~~Internet address for this site can be found at http://www.sec.gov.

ASIA8, Inc.
Consolidated Balance Sheets
	December 31,
	2011	2010
ASSETS
CURRENT ASSETS
Cash	$ 391	$ 35,066
Other current assets	5,094	3,594
Total Current Assets	5,485	38,660
FIXED ASSETS, Net	-	-
OTHER ASSETS
Investments	214,380	1,668,104
Total Other Assets	214,380	1,668,104
TOTAL ASSETS	$ 219,865	$ 1,706,764
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$ 286,884	$ 250,735
Total Current Liabilities	286,884	250,735
TOTAL LIABILITIES	286,884	250,735
STOCKHOLDERS' EQUITY
Preferred stock: 25,000,000 shares authorized;
$0.001 par value; 2,280 and 1,000 shares	2	2
issued and outstanding, respectively
Common stock: 100,000,000 shares authorized;
$0.001 par value; 24,411,360 and 24,156,078 shares
issued and outstanding, respectively	24,411	24,411
Additional paid-in capital	3,621,210	3,621,210
Accumulated deficit	(3,712,641)	(2,189,594)
Total Stockholders' Deficit	(67,018)	1,456,029
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 219,865	$ 1,706,764

ITEM 1A.

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

~~F-3~~The Company’s operations and securities are subject to a number of risks. Below we have identified and

ASIA8, Inc.
Statements of Operations
			For the Years Ended
			December 31,
			2011		2010
REVENUES			$	-	$	-
COST OF GOODS SOLD				-		-
	GROSS PROFIT			-		-
OPERATING EXPENSES
	Depreciation and amortization			-		719
	General and administrative			113,430		55,037
		Total Operating Expenses		113,430		55,756
LOSS FROM OPERATIONS				(113,430)		(55,756)
OTHER INCOME (EXPENSES)
	Other income			64,627		-
	Preferred stock dividend			(20,520)		(20,520)
	Income from equity investment			(1,453,724)		(536,530)
		Total Other Income (Expenses)		(1,409,617)		(557,050)
NET INCOME (LOSS)			$	(1,523,047)	$	(612,806)
BASIC INCOME (LOSS) PER SHARE			$	(0.06)	$	(0.03)
FULLY DILUTED INCOME (LOSS) PER SHARE				(0.06)		(0.01)
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING				24,158,876		24,158,876
FULLY DILUTED WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING				24,158,876		24,158,876

discussed the material risks that we are likely to face. Should any of the following risks occur, they will

~~The~~adversely ~~accompanying~~affect ~~notes~~our ~~are~~operations, anbusiness, ~~integral~~financial ~~part~~condition ofand/or ~~these~~operating ~~financial~~results ~~statements.~~as well as the future

~~F-4~~trading price and/or the value of our securities.

ASIA8, Inc.
Audited Statements of Stockholders' Equity
								Additional		Accumulated		Total
	Preferred Stock				Common Stock			Paid-In		Deficit		Stockholders'
	Shares	Amount			Shares	Amount		Capital				Deficit
Balance, December 31, 2007	1,000	$	1	$	23,071,835	$	23,072	$	3,280,227	$	(72,598)	3,230,702
Common stock issued for debt
at $0.16 per share	-		-		1,084,243		1,084		172,394		-	173,478
Preferred stock issued for debt
at $100.00 per share	1,280		1		-		-		127,999		-	128,000
											-
Net loss for the year ended
December 31, 2008	-		-		-		-		-		(130,656)	(130,656)
Balance, December 31, 2008	2,280	$	2	$	24,156,078	$	24,156	$	3,580,620	$	(203,253)	3,401,525
Common stock issued for debt
at $0.16 per share	-		-		255,282		255		40,590		-	40,845
Net loss for the year ended
December 31, 2009	-		-		-		-		-		(1,373,535)	(1,373,535)
Balance, December 31, 2009	-	$	2		24,411,360	$	24,411	$	3,621,210	$	(1,576,788)	2,068,835
Net loss for the year ended
December 31, 2010	-		-		-		-		-		(612,806)	(612,806)
Balance, December 31, 2010	-	$	2		24,411,360	$	24,411	$	3,621,210	$	(2,189,594)	1,456,029
Net loss for the year ended
December 31, 2011	-		-		-		-		-		(1,523,047)	(1,523,047)
Balance, December 31, 2011	-	$	2		24,411,360	$	24,411	$	3,621,210	$	(3,712,641)	(67,018)

Risks Related to the Company’s Business

~~The~~IF ~~accompanying~~THE ~~notes~~COMPANY ~~are~~DOES anNOT ~~integral~~GENERATE ~~part~~SUFFICIENT ofCASH ~~these~~FLOW ~~financial~~FROM ~~statements.~~OPERATIONS AND IS

~~F-5~~UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE ITS BUSINESS, IT MAY NOT BE ABLE

	Asia 8, Inc.
	Statement of Cash flows
		For The Years Ended December 31,
		2011	2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		(1,523,047)	(612,806)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation expense		-	719
(Gain) Loss on disposition of assets		-	-
(Gain) Loss on equity investments		1,453,724	536,530
Loss on Investments		-	-
Changes in operating assets and liabilities
(Increase) decrease in receivables		-	0
(Increase) decrease in other current assets		(1,500)	(3,594)
Increase (decrease) in accounts payable and
accrued expenses		38,155	23,707
	Net Cash Used in Operating Activities	(32,668)	(55,444)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of Fixed assets		-	-
	Net Cash Provided by (Used in)
	Investing Activities	-	-
CASH FLOWS FROM FINANCING ACTIVITIES
Common and preferred stock issued for cash/debt		-	-
Increase(decrease) in note payable		(2,006)	88,000
	Net Cash Provided by Financing Activities	(2,006)	88,000
NET INCREASE (DECREASE) IN CASH		(34,675)	32,556
CASH AT BEGINNING OF PERIOD		35,066	2,510
CASH AT END OF PERIOD		391	35,066

TO EFFECTIVELY CONTINUE OPERATIONS

~~The~~As ~~accompanying~~of ~~notes~~December ~~are~~31, an2012, ~~integral~~the ~~part~~Company ofhad ~~these~~a ~~financial~~working ~~statements~~capital deficit of $15,713. We will have to obtain

~~F-6~~additional working capital from debt or equity placements to continue operations. Should we be unable to

~~ASIA8~~secure additional capital, ~~INC.~~such condition would cause us to reduce expenditures which would have a

~~Notes~~material toadverse ~~the~~effect ~~Financial~~on ~~Statements~~our business.

~~December~~MARKET ~~31,~~ACCEPTANCE ~~2011~~OF ~~and~~THE ~~2010~~PRODUCTS WE HAVE DISTRIBUTION RIGHTS TO IS CRITICAL

~~NOTE~~TO 1OUR ~~- ORGANIZATION AND HISTORY~~GROWTH

~~Asia8, Inc. (formerly Asia4sale.com, Inc.), a Nevada corporation, was incorporated in September of 1996.~~ The Company ~~was~~expects ~~formerly known as H&L Investments, Inc. The name of the corporation was changed~~ to ~~Asia4sale.com,~~generate ~~Inc.,~~revenue onfrom ~~December 22, 1999 and a Certificate of Amendment of Articles of Incorporation duly filed with~~ the ~~Office~~sale of ~~the~~mobile ~~Secretary~~shelters ofthough ~~State~~results ~~for~~to ~~the~~date ~~State~~do ~~of Nevada on December 29, 1999.~~not

~~The~~indicate ~~Company~~a ~~changed~~willingness ~~its name on December 22, 1999 with the intent~~ to ~~acquire~~pay ~~Asia4Sale.com,~~for ~~Ltd.,~~our ~~a Hong Kong registered software development company (“LTD”) which was incorporated in March of 1999~~product. AtSince ~~that~~market ~~time~~acceptance ~~the Company had 1,000,000 shares~~ of ~~common~~our ~~stock~~products ~~outstanding~~is ~~and~~critical nowe 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.can

~~The~~offer ~~Company~~no ~~thus~~assurance ~~became~~that arevenue ~~software~~will ~~development~~be ~~company~~generated infrom the ~~process~~sale of ~~designing~~Wing ~~and~~Houses. ~~building~~Should abe ~~web~~unable ~~based system for B2B and B2C selling, bartering, and auctioning of consumer goods and services~~ to ~~the Asian market place.~~

Inprocure ~~2000~~customers ~~the~~for ~~Company~~our 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~~our anresults ~~overall downturn in the popularity~~ of ~~emerging~~operations ~~B2C~~will ~~and~~continue ~~B2B products. The Company eventually sold Asia4Sale.com, Ltd.~~ to anbe ~~unrelated~~negatively ~~party in January of 2005~~impacted.

The Company acquired a 49% interest in World Wide Auctioneers, Inc., a Nevada registered corporation, holding 100% of a British Virgin Island registered company World Wide Auctioneers, Ltd (“WWA”), an international equipment auction company on June 30, 2000. WWA, based in the United Arab Emirates (UAE) holds unreserved auctions on a consignment basis for the sale of construction, industrial and transportation equipment. On August 8, 2003 World Wide Auctioneers, Inc. sold 100% of WWA to a Nevada registered company, WWA Group, Inc. (“WWA Group”) in a stock exchange transaction. The stock exchange caused the Company to acquire a minority equity investment in WWA Group which it accounts for using the equity method. WWA Group sold WWA to Seven International Holdings, Ltd. (“Seven”), a Hong Kong registered company, on October 31, 2010, in exchange for Seven’s assumption of the assets and liabilities of WWA subject to certain exceptions. The disposition did not affect WWA Group’s interest in Asset Forum, LLC., its ownership of proprietary on-line auction software or its equity interest and debt position in Infrastructure Developments Corp. (“Infrastructure”) in which it currently holds an unconsolidated 63% equity position.10

~~The~~WE ~~Company~~COMPETE ~~maintains~~WITH ~~the~~LARGER ~~exclusive~~AND ~~rights~~BETTER-FINANCED to distribute Unic Cranes, Atomix boats and Renhe Mobile House products or “Wing Houses” in the UAE though it has since discontinued distribution efforts in relation to the Unic Crane and Atomix boat products. CORPORATIONS

~~F-7~~Competition within the international market for mobile shelters is intense. While the products we are

~~ASIA8~~entitled to distribute are distinguished by next-generation innovations that are more sophisticated, ~~INC.~~flexible

~~Notes~~and tocost effective than many competitive products currently in the ~~Financial~~market ~~Statements~~place, a number of entities offer

~~December~~mobile ~~31,~~shelters ~~2011~~and new competitors may enter the market in the future. Some of our existing and ~~2010~~potential

~~NOTE~~competitors 2have –longer ~~GOING~~operating ~~CONCERN~~histories, greater name recognition, larger customer bases and

~~The~~significantly ~~accompanying~~greater ~~consolidated~~ financial ~~statements have been prepared on a going concern basis~~, ~~which~~technical ~~contemplates the realization of assets~~ and ~~liabilities~~marketing inresources ~~the~~than ~~normal~~we ~~course of business. Accordingly, they~~ do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has accumulated losses and working capital and cash flows from operations are negative which raises doubt as to the validity of the going concern assumptions. These financials do not include any adjustments to the carrying value of the assets and liabilities, ~~the~~including ~~reported~~well revenues and expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate; such adjustments could be material. The Company will have a new look after the acquisition of EMP. Both parties have signed a MOU and the deal should go through soon. EMP is making good revenue currently and is expected to grow nicely. Continuance of the Company as a going concern is dependent on successful completion of this deal.known

~~NOTE 3~~ multi-national ~~SIGNIFICANT ACCOUNTING POLICIES~~corporations.

a.AS ~~Accounting~~A ~~Method~~DISTRIBUTOR WE DEPEND ON THE PERFORMANCE OF A THIRD PARTY MANUFACTURER

The Company’s ~~financial~~relies ~~statements~~on ~~are~~Renhe ~~prepared~~Manufacturing ~~using~~China ~~the~~to ~~accrual~~procure ~~method~~Wing ofHouse ~~accounting.~~mobile ~~The~~shelters ~~Company has elected a December 31 year-end.~~for

bdistribution. ~~Basic~~Our ~~Loss~~business ~~per~~plan ~~Share~~is reliant on the delivery of products from this manufacturer, which reliance

~~For~~reduces the ~~Year~~level ~~Ended~~of ~~December~~control 31we have and exposes us to significant risks such as inadequate capacity, ~~2011~~late

~~Income~~delivery, ~~Shares~~substandard ~~Per-Share~~quality and higher prices, all of which could adversely affect our results.

~~(Numerator)~~OUR ~~(Denominator)~~CHIEF ~~Amount~~EXECUTIVE OFFICER DOES NOT OFFER HIS UNDIVIDED ATTENTION TO THE

$COMPANY ~~(1,523,047)~~DUE ~~24,158,876~~TO $HIS ~~(0.06)~~VARIED RESPONSIBILITIES

~~For~~Our ~~the~~chief ~~Year~~executive ~~Ended~~officer ~~December~~does ~~31,~~not ~~2010~~offer his undivided attention to our business as he also serves as an

~~Income~~officer ~~Shares~~and ~~Per~~director ~~Share~~of WWA Group and Infrastructure. His responsibilities cause him to divide his time, the

~~(Numerator)~~majority ~~(Denominator)~~of ~~Amount~~which is dedicated to WWA Group. The division of time however does not necessarily indicate

$a ~~(612,806)~~division ~~24,158,876~~of $interests ~~(0.03)~~as the Company works with each of WWA Group and Infrastructure in the marketing

~~The computations~~ of ~~basic~~Wing ~~loss~~Houses. ~~per~~Nonetheless, ~~share~~his ofvaried ~~common~~responsibilities ~~stock~~pose ~~are~~a ~~based~~risk onto the ~~weighted~~Company ~~average~~that ~~number~~it ofmight ~~shares outstanding at the date of the financial statements.~~not

c.receive ~~Provision~~the ~~for~~management ~~Taxes~~focus required.

~~Deferred~~THE ~~taxes~~COMPANY’S ~~are~~SUCCESS ~~provided~~DEPENDS onON aITS ~~liability~~ABILITY ~~method~~TO ~~whereby~~RETAIN ~~deferred~~KEY tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.PERSONNEL

~~F-8~~The Company’s future success will depend substantially on the continued services and performance of Eric

~~ASIA8, INC~~Montandon. The loss of the services of Eric Montandon could have a material adverse effect on our

~~Notes~~business toprospects, ~~the~~financial ~~Financial~~condition ~~Statements~~and results of operations. Our future success also depends on the

~~December~~Company’s 31ability to identify, ~~2011~~attract, hire, train, retain and ~~2010~~motivate technical, managerial and sales

~~NOTE~~personnel. 3Competition -for ~~SIGNIFICANT~~such ~~ACCOUNTING~~personnel ~~POLICIES~~is ~~(Continued)~~intense, and we cannot assure that we will succeed in

cattracting and retaining such personnel. ~~Provision~~ ~~for~~Our ~~Taxes~~failure ~~(Continued)~~to attract and retain the necessary technical, managerial

~~Net~~and ~~deferred~~sales ~~tax~~personnel ~~assets~~would ~~consist~~have ofa ~~the~~material ~~following~~adverse ~~components~~effect ason ofour ~~December~~business 31prospects, ~~2011~~financial ~~and~~condition ~~2010:~~and

~~2011~~results ~~2010~~of operations.

~~Deferred~~OUR ~~tax~~BUSINESS ~~assets~~IS SUBJECT TO GOVERNMENTAL REGULATIONS

~~NOL~~International, ~~Carryover~~national $and ~~813,537~~local $standards ~~707,107~~set by governmental regulatory authorities set the regulations by

~~Valuation~~which ~~allowance~~products ~~(813,537)~~are ~~(707~~certified across respective territories. Further,~~107)~~ climate change legislation and

~~Net~~greenhouse ~~deferred~~gas ~~tax~~regulation ~~asset~~is $becoming -increasingly $ubiquitous. -The products which we intend to distribute

~~The~~are ~~income~~subject ~~tax~~to ~~provision~~such ~~differs~~regulation ~~from~~in ~~the~~addition ~~amount of income tax determined by applying the U.S. federal income tax rate of 39%~~ to ~~pretax income from continuing operations for the years ended December 31~~national, ~~2011~~state and ~~2010~~local ~~due~~taxation. toAlthough ~~the~~we ~~following:~~believe that we

~~2011~~can ~~2010~~successfully distribute our products within current governmental regulations it is possible that

~~Book~~regulatory ~~income~~changes ~~(loss)~~could $negatively ~~(69,323)~~impact $our ~~(76,276)~~operations and cause us to diminish or cease operations.

~~Income from equity investment (1,453,274) (536,530)~~11

	Valuation allowance		1,523,047			612,806
		$		-	$		-

Future Risks Related to the Company’s Stock

AtTHE ~~December~~COMPANY ~~31,~~INTENDS ~~2011,~~TO ~~the~~APPLY ~~Company~~TO ~~had~~HAVE ~~net~~ITS ~~operating~~STOCK ~~loss~~QUOTED ~~carry~~ON ~~forwards~~THE of approximately $3,935,851 that may be offset against future taxable income through the year 2029. No tax benefit has been reported in the December 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.OTCBB

~~Due~~The toCompany ~~the~~has ~~change~~no inpublic ~~ownership~~trading ~~provisions~~market offor ~~the~~its ~~Tax Reform Act of 1986~~shares, ~~net~~and ~~operating~~we ~~loss~~cannot ~~carry~~represent ~~forwards for Federal income tax reporting purposes are subject~~ to ~~annual~~you ~~limitations.~~that ~~Should~~ a ~~change~~market ~~in ownership occur, net operating loss carry forwards may be limited as to use in the future.~~will

dever develop. ~~Estimates~~Nonetheless, we do intend to seek a quotation on the OTCBB. However, there can be no

~~The~~assurance ~~preparation~~that ofwe ~~financial~~will ~~statements~~obtain ina ~~conformity~~quotation ~~with~~on ~~accounting principles generally accepted in~~ the ~~United~~OTCBB ~~States~~or ~~of America requires management to make estimates and assumptions~~ that ~~affect~~obtaining ~~the~~a ~~reported~~quotation ~~amounts~~will ofgenerate ~~assets~~a and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.public

etrading market for our shares. ~~Fair~~Further, ~~Value~~if ofwe ~~Financial~~obtain ~~Instruments~~a quotation on the OTCBB, this may limit our ability to

Asraise atmoney ~~December~~in ~~31,~~an ~~2011,~~equity ~~the~~financing ~~fair~~since ~~value~~many ofinstitutional ~~cash~~investors ~~and~~do ~~accounts~~not ~~and~~consider ~~advances~~OTCBB ~~payable,~~stocks ~~including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments.~~for

~~F-9~~their portfolios. Therefore, an investors’ ability to trade our stock might be restricted as only a limited

~~ASIA8,~~number ~~INC.~~of market makers quote OTCBB stock Trading volumes in OTCBB stocks are historically lower,

~~Notes~~and stock prices for OTCBB stocks tend to ~~the~~be ~~Financial~~more ~~Statements~~volatile, than stocks traded on an exchange or the

~~December~~NASDAQ ~~31,~~Stock ~~2011~~Market. ~~and~~We ~~2010~~may never qualify for trading on an exchange or the NASDAQ Stock Market.

~~NOTE~~THE 3COMPANY’S -STOCK ~~SIGNIFICANT~~PRICE ~~ACCOUNTING~~COULD ~~POLICIES~~BE ~~(Continued)~~VOLATILE

f.Should ~~Newly~~a ~~Issued~~public ~~Accounting~~market ~~Pronouncements~~for our shares develop, the future market price could be subject to significant

~~Recent~~volatility ~~Accounting~~and ~~Pronouncements~~trading volumes could be low. Factors affecting our market price will include:

In May 2011, the Financial Accounting Standards Board (FASB) issued an accounting standard update to provide guidance on achieving a consistent definition of and common requirements for measurement of and disclosure concerning fair value as between U.S. GAAP and International Financial Reporting Standards. This accounting standard update is effective for the Company beginning in the third quarter of fiscal 2012. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements but does not expect it will have a material impact

Inperceived June 2011, the FASB issued an accounting standard update to provide guidance on increasing the prominence of items reported in other comprehensive income. This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of equity and requires that the total of comprehensive income, the components of net income, and the components of other comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. It is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This accounting standard update is effective for the Company beginning in the first quarter of fiscal 2013.prospects;

In August 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2013 and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

g.negative ~~Concentration~~variances in our operating results, and achievement of ~~Risk~~key business targets;

~~The Company does not rely on any one or a few major customers for sales revenue.~~

h.limited ~~Revenue~~trading ~~Recognition~~volume in shares of our common stock in the public market;

Revenues consist of revenues earned in the Company’s capacity as seller of certain products by direct and brokered sale. All revenue is recognized when the sale is complete and the Company has determined that the proceeds are collectible.

~~All~~sales ~~costs~~or purchases of ~~goods~~large ~~sold~~blocks ~~are accounted for under Costs~~ of ~~Goods~~our ~~Sold.~~stock;

~~F-10~~

~~ASIA8~~changes in, ~~INC.~~or our failure to meet, earnings estimates;

~~Notes to the Financial Statements~~

~~December~~changes ~~31,~~in ~~2011~~securities ~~and~~analysts’ ~~2010~~buy/sell recommendations;

~~NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

i.differences ~~Cash~~between our reported results and ~~Cash~~those ~~Equivalents~~expected by investors and securities analysts;

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

j.announcements ~~Accounts~~of ~~Receivable~~new contracts by us or our competitors;

Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Specific reserves are estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables, and changes in payment histories. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

Aannouncements ~~trade receivable is considered to be past due if any portion~~ of ~~the~~legal ~~receivable~~claims ~~balance~~against ~~has not been received by the contractual pay date. Interest is not charged on trade receivables that are past due.~~us;

~~NOTE 4 - SIGNIFICANT EVENTS~~

Onmarket ~~May~~reaction ~~1, 2007 the Company entered into an agreement~~ to ~~acquire~~any ~~the exclusive distribution rights to sell Furukawa Unic Cranes in the U.A.E.~~acquisitions, ~~along~~joint ~~with~~ventures ~~ownership~~or ofstrategic ~~$415,000~~investments ofannounced ~~the~~by ~~seller’s equipment assets in the U.A.E. As per the agreement, the Company committed to seller 800,000 shares of its common stock, and assumed associated liabilities totaling $415,000.~~us;

On May 1, 2007 the Company entered into an agreement to acquire the first right of refusal to acquire the exclusive rights to sell Trident Tri-Car vehicles in 20 countries chosen by the Company. The agreement required the Company to pay $65,000 in cash consideration to the seller for a 2-year first right of refusal for the 20 countries, plus additional cash commitments for each country when test vehicles are sent to the country and the Company commits to becomes the exclusive distributor in that country.

Ondevelopments ~~May 1, 2007, the Company entered into an agreement to acquire the rights to the exclusive distributorship agreement for Atomix Boats~~ in the ~~U.A.E.,~~financial ~~manufactured in China by the Atomix Boats Co. Ltd. Zhejiang, in exchange for 600,000 shares of the Company’s common stock~~markets;

During the year ended December 31, 2008, the Company issued 1,084,243 shares of common stock by converting notes payables into equity at $0.16 per share. In addition, the Company issued 1,280 shares of preferred stock at $100 per share.

Ongeneral ~~April 27~~economic, ~~2007~~political ~~the~~or ~~Company elected to reverse-split its common~~ stock onmarket ~~a one-share-for-two-share basis~~conditions. ~~All references to common stock within these financial statements have been retroactively restated to reflect this reverse stock-split.~~

~~F-11~~In addition, our future stock price may fluctuate in ways unrelated or disproportionate to our operating

~~ASIA8~~performance. General economic, ~~INC.~~political and stock market conditions that may affect the market price of

~~Notes~~our tocommon ~~the~~stock ~~Financial~~are ~~Statements~~beyond our control. The market price of our common stock at any particular time

~~December~~may 31not remain the market price in the future. In the past, ~~2011~~securities ~~and~~class ~~2010~~action litigation has been

~~NOTE~~instituted 5-against ~~EQUITY~~companies ~~INVESTMENT~~following periods of volatility in the market price of their securities. Any such

~~In August 2000 the Company paid $970~~litigation,~~000~~ ~~cash~~if toinstituted ~~acquire~~against ~~49% of WWA World Wide Auctioneers~~us, ~~Inc.,~~could aresult Nevada registered company holding 100% of British Virgin Island registered company World Wide Auctioneers, Ltd. In August 2003 WWA World Wide Auctioneers, Inc. sold 100% of its subsidiary World Wide Auctioneers, Ltd. to Nevada registered company WWA Group, Inc. (“WWA”), in asubstantial ~~stock~~costs for stock transaction whereby the stock of WWA Group, Inc. was issued directly to owners of WWA World Wide Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA Group, Inc. in 2003, comprising 47.5% of the issued and ~~outstanding~~a ~~stock~~diversion of ~~WWA~~management’s ~~Group, Inc. At December 31, 2011, the Company owned 32% of the issued and outstanding WWA Group, Inc. common stock.~~attention

~~Condensed~~and ~~financial information of WWA:~~resources.

	December 31,
	2011	2010
Cash	49,010	$ 3,835
Receivables	0	0
Other current assets	229,375	3,196,838
Fixed assets	0	0
Other assets	0	1,219,219
Total Assets	$ 277,386	$ 4,419,892
Auction payables	27,856	$ 0
Other current liabilities	532,403	99,220
Minority Interest	(104,245)	0
Common stock	22,592	22,592
Additional paid-in capital	4,449,080	4,449,080
Retained earnings	(4,650,300)	(151,000)
Total Liabilities and Stockholders' Equity	$ 277,386	$ 4,419,892

WE INCUR SIGNIFICANT EXPENSES AS A RESULT OF THE SARBANES-OXLEY ACT OF 2002,

~~Condensed~~WHICH ~~financial~~EXPENSES ~~information~~MAY ofCONTINUE ~~WWA:~~TO NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE.

	For the Years Ended December 31,
	2011	2010
Net revenues	-	$ 84,770
Direct costs	-	78,017
Operating expenses	126,816	207,638
Other income (expense)	(4,384594)	(270,929)
Income taxes	-	1027
Loss from discontinued Operation	-	(439,531)
Non-Controlling Loss Loss recognized on sale of operation Net Income (Loss)	(12,111) - $(4,499,299)	- (749,227) $(1,660,570)

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as

~~F-12~~well as related rules implemented by the Commission, which control the corporate governance practices of

~~ASIA8,~~public ~~INC~~companies. Compliance with these laws, rules and regulations, including compliance with Section

~~Notes~~404 toof the ~~Financial~~Sarbanes-Oxley ~~Statements~~Act of 2002, as discussed in the following risk factor, has substantially increased

~~December~~our 31expenses, ~~2011~~including legal and ~~2010~~accounting costs, and made some activities more time-consuming and

~~NOTE 6- EQUITY TRANSACTIONS~~costly.

In 2009, the Company issued 255,282 shares of common stock for cash at $0.16 per share. In 2008, the Company issued 1,084,243 shares of common stock by converting notes payables into equity at $0.16 per share. In 2007, the Company issued 2,124,250 shares of common stock for cash at prices ranging from $0.08 to $0.16 per share for a total value of $304,800. 12

~~During~~OUR ~~the~~INTERNAL ~~year~~CONTROLS ~~ended~~OVER ~~December~~FINANCIAL ~~31,~~REPORTING ~~2008~~MAY ~~the~~NOT ~~Company~~BE issued 1,280 shares of preferred stock for cash at $100 per share. During the year ended December 31, 2007, the Company issued 1,000 shares of common stock at $100 per share. The each share of preferred stock is convertible to 400shares of common stock. The Series 1 preferred shares have a coupon rate of 9% interest per annum, with no redemption provision.CONSIDERED

~~NOTE~~EFFECTIVE, 7-WHICH ~~SUBSEQUENT~~CONCLUSION ~~EVENTS~~COULD RESULT IN A LOSS OF INVESTOR CONFIDENCE IN

~~The~~OUR ~~Company~~FINANCIAL ~~evaluated~~REPORTS ~~its~~AND ~~December~~IN ~~31,~~TURN ~~2011~~HAVE ~~financial~~AN ~~statements~~ADVERSE ~~for~~AFFECT ~~subsequent~~ON events through the date the financial statements were issued. On March 26, 2012, the Company sold 3,240,000 out of its investment in WWA Group shares at a price of $0.025 per share, for a net gross amount of $81,000. SHAREHOLDER

~~F-13~~PERCEPTION.

~~ITEM~~Pursuant ~~9 CHANGES~~to INSection ~~AND~~404 ~~DISAGREEMENTS~~of ~~WITH~~the ~~ACCOUNTANTS~~Sarbanes-Oxley ONAct ~~ACCOUNTING~~of ~~AND~~2002 ~~FINANCIAL~~we ~~DISCLOSURE~~are required to furnish a report by our

~~None~~management on our internal controls over financial reporting. Such report must contain, among other

~~ITEM~~matters, ~~9A CONTROLS~~an ~~AND~~assessment ~~PROCEDURES~~of the effectiveness of our internal controls over financial reporting as of the end of

~~Evaluation~~the ofyear, ~~Disclosure~~including ~~Controls~~a ~~and~~statement ~~Procedures~~as to whether or not our internal controls over financial reporting are

Ineffective. ~~connection~~This ~~with~~assessment ~~the~~must ~~preparation~~include ofdisclosure ~~this annual report, an evaluation was carried out by the Company’s management, with the participation~~ of ~~the~~any ~~chief~~material ~~executive~~weaknesses ~~officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined~~ in ~~Rules~~our ~~13a-15(e)~~internal ~~and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2011. 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.over

~~Based~~financial onreporting ~~that~~identified ~~evaluation,~~by ~~the Company’s~~ management. ~~concluded,~~Since aswe ofare ~~the~~unable ~~end~~to ofassert ~~the period covered by this report,~~ that ~~the~~our ~~Company’s~~internal ~~disclosure~~ controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.are

~~Management’s~~effective, ~~Report~~our onshareholders ~~Internal~~may ~~Control~~lose ~~over~~confidence ~~Financial~~in ~~Reporting~~the accuracy and completeness of our financial reports,

~~The~~which 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~~turn ~~with~~could ~~United~~have ~~States~~an ~~generally~~adverse ~~accepted~~affect ~~accounting~~on ~~principles~~shareholder ~~(GAAP)~~perception. ~~Internal control over financial reporting includes those policies and procedures that:~~

~~Pertain~~THE toCOMPANY ~~the~~DOES ~~maintenance~~NOT ofPAY ~~records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;~~ DIVIDENDS.

~~Provide~~The ~~reasonable~~Company ~~assurance~~does ~~that~~not ~~transactions~~pay ~~are~~dividends. ~~recorded~~We ashave ~~necessary~~not topaid ~~permit~~any ~~preparation~~dividends ofsince ~~the~~inception ~~financial statements in accordance with generally accepted accounting principles,~~ and ~~that~~have ~~receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and~~ no

~~Provide~~intention ~~reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~paying ~~acquisition,~~any ~~use,~~dividends orin ~~disposition of~~ the ~~Company’s~~foreseeable ~~assets~~future. ~~that~~Any ~~could~~future ~~have~~dividends awould ~~material~~be ~~effect~~at on the ~~financial statements.~~ discretion

~~Due~~of toour ~~its~~board ~~inherent~~of ~~limitations,~~directors ~~internal~~and ~~control~~would ~~over~~depend ~~financial~~on, ~~reporting~~among ~~may~~other ~~not prevent or detect misstatements. Also~~things, ~~projections of any evaluation of effectiveness to~~ future ~~periods~~earnings, ~~are~~our ~~subject~~operating ~~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.~~and

27financial condition, our capital requirements, and general business conditions. Therefore, shareholders

~~The~~should Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment did not ~~identify~~expect any ~~material~~type ~~weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination~~ of ~~deficiencies~~cash inflow ~~internal~~from ~~control~~their ~~over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis~~investment. Since the assessment of the effectiveness of our internal control over financial reporting did not identify any material weaknesses, management considers its internal control over financial reporting to be effective.

~~This~~THE ~~annual~~ELIMINATION ~~report~~OF ~~does~~MONETARY ~~not~~LIABILITY ~~include~~AGAINST anOUR ~~attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have~~DIRECTORS, ~~nor~~OFFICERS have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.AND

~~Changes~~EMPLOYEES inUNDER ~~Internal~~NEVADA ~~Controls~~LAW ~~over~~AND ~~Financial~~THE ~~Reporting~~EXISTENCE OF INDEMNIFICATION RIGHTS FOR

~~During~~OUR ~~the period ended December 31~~DIRECTORS, ~~2011,~~OFFICERS ~~there~~AND ~~has~~EMPLOYEES ~~been~~MAY noRESULT ~~change~~IN inSUBSTANTIAL ~~internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.~~EXPENDITURES

~~ITEM~~BY ~~9B OTHER~~THE ~~INFORMATION~~COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS

OnAND ~~March 26, 2012 the Company sold 3,240,000 shares of the common stock of WWA Group in a private transaction for $0~~EMPLOYEES.~~025 a share for an aggregate total of $81,000.~~

28Our certificate of incorporation contains a specific provision that eliminates the liability of directors for

~~PART~~monetary ~~III~~damages to the Company and the Company’s stockholders; further, the Company is prepared to

~~ITEM~~give ~~10 DIRECTORS,~~such ~~EXECUTIVE~~indemnification ~~OFFICERS,~~to ~~AND~~its ~~CORPORATE~~directors ~~GOVERNANCE~~and officers to the extent provided by Nevada law. The Company

~~Officers~~may ~~and~~also ~~Directors~~have contractual indemnification obligations under its employment agreements with its executive

officers. The ~~following~~foregoing ~~table~~indemnification ~~sets~~obligations ~~forth~~could ~~the~~result ~~name,~~in ~~age and position of each director and executive officer of~~ the Company asincurring ~~of December 31, 2011:~~substantial

Name	Age	Year Appointed	Positions and Offices
Eric Montandon	46	2000	Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director
Alfredo “Alex” Cruz	53	2006	Secretary and Director

expenditures to cover the cost of settlement or damage awards against directors and officers, which the

~~Eric~~Company ~~Montandon~~may ~~was~~be ~~appointed~~unable asto ~~an officer and director of the Company in April 2000~~recoup. HeThese ~~will~~provisions ~~serve until the next annual meeting of our shareholders~~ and ~~his~~resultant ~~successor~~costs ismay ~~elected~~also ~~and~~discourage ~~qualified.~~the Company

~~Business~~from ~~Experience:~~bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may

~~Mr.~~similarly ~~Montandon~~discourage ~~joined~~ the ~~board~~filing of ~~directors~~derivative oflitigation ~~the~~by ~~Company in 2000 and became its CEO and CFO. He was instrumental in~~ the Company’s ~~acquisition~~stockholders ~~and~~against development of World Wide. His primary business focus has been on those two companies and WWA Group since 2003. In 1994 Mr. Montandon was involved in forming Momentum Asia, Inc., a design and printing operation in Subic Bay, Philippines. He operated this company as its CEO until the ~~middle of 2000. Between 1988 and 1992 he worked for Winius-Montandon, Inc. as a commercial real estate consultant and appraiser in Phoenix, Arizona.~~

~~Officer~~Company’s directors and ~~Director~~officers ~~Responsibilities~~even ~~and~~though ~~Qualifications:~~such actions, if successful, might otherwise benefit the

~~Mr. Montandon is responsible for the overall management of the~~ Company and ~~is involved in many of~~ its ~~day-to-day operations, finance and administration~~stockholders.

~~Mr. Montandon~~ITEM ~~graduated from Arizona State University in 1988 with a Bachelor’s Degree in Business Finance~~1B. ~~He has worked with early stage companies for the past two decades.~~

~~Other~~UNRESOLVED ~~Public~~STAFF ~~Company Directorships in the Last Five Years:~~COMMENTS

~~Over~~Not ~~the last five years Mr~~applicable. Montandon has been an officer and/or director of three other public companies: WWA Group (from February 2000 to present) (chief executive officer, chief financial officer and director), Net Telecommunications, Inc., formerly a telecommunications service provider (from September 2000 to present) (director) and Infrastructure Developments, a project management company (from May 2011 to present).

~~Alfredo~~ITEM ~~Cruz has served as director since January of 2006 and as corporate secretary since 2000 through the present~~2.

29PROPERTIES

~~Business~~The ~~Experience:~~Company currently maintains limited executive office space at 700 Lavaca Street, Suite 1400, Austin,

~~Mr.~~Texas ~~Cruz~~78701 ~~has~~for anwhich ~~established~~it ~~corporate~~pays ~~legal~~rent ~~practice, Cruz & Reyes Law Offices, in Manila, the Philippines, and is currently its managing partner. He has 15 years~~ of ~~experience~~$75 ina ~~corporate~~month ~~law. Mr. Cruz’s vast experience in corporate work focuses~~ on ~~the~~a ~~legal~~recurring management of both domestic and foreign investments. His concentration is on mergers and acquisitions, joint ventures, incorporations, administrative licensing, and corporate housekeeping; he also has general exposure in trial and appellate litigation in Contract, Corporate, Domestic Relations, Entertainment, Insurance, Injunction, and Libel Law.basis

~~Officer~~The ~~and~~Company ~~Director~~does ~~Responsibilities~~not ~~and~~believe ~~Qualifications:~~that it will need to maintain a larger office at any time in the foreseeable

~~Mr.~~future ~~Cruz~~in isorder ~~responsible~~to ~~for~~carry ~~overseeing~~out ~~management~~its ~~of the Company and is involved at the board of directors level as an independent director~~operations.

~~Mr. Cruz graduated from the University of the Philippines in 1982 with a Bachelor's Degree in Economics. He continued on at the University of the Philippines and received his law degree in 1986.~~13

~~Other~~ITEM ~~Public Company Directorships in the Last Five Years:~~3.

~~None.~~LEGAL PROCEEDINGS

~~Term~~The ofCompany ~~Office~~is currently not a party to any legal proceedings.

~~Our~~ITEM ~~directors are appointed for a one (1) year term to hold office, until the next annual meeting of our shareholders, or until removed from office in accordance with our bylaws~~4. ~~Our executive officers are appointed by our Board of Directors and hold office until removed by the board.~~

~~Family~~MINE ~~Relationships~~SAFETY DISCLOSURES

~~There~~Not ~~are no family relationships between or among the directors or executive officers~~applicable.

~~Involvement in Certain Legal Proceedings~~14

~~During~~PART the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of the ability or integrity of any of the Company’s directors, persons nominated to become directors or executive officers.II

~~Compliance~~ITEM ~~with Section 16(A) of the Exchange Act~~5.

~~Based~~MARKET ~~solely~~FOR ~~upon~~COMMON ~~a review of Forms 3~~EQUITY, 4RELATED ~~and~~STOCKHOLDER ~~5 furnished to the Company~~MATTERS, ~~we are unaware of any persons or entities which, during the period ended December 31, 2011, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.~~

~~Code~~AND ofISSUER ~~Ethics~~PURCHASES OF EQUITY SECURITIES

~~The~~As ~~Company has adopted a Code~~ of ~~Ethics within~~ the ~~meaning~~date of ~~Item~~this ~~406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers~~filing, ~~such~~there asis ~~the~~no ~~principal~~public ~~executive~~market ~~officer,~~for ~~principal~~our ~~financial officer, controller, and persons performing similar functions~~securities. The Company has ~~incorporated~~future aplans ~~copy of its Code of Ethics by reference as Exhibit 14~~ to ~~this Form 10-K. Further, the Company’s Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting the Company.~~

30file for trading on the OTCBB which is sponsored by the Financial Industry Regulatory Authority

~~Board~~(FINRA). ofHowever, ~~Directors~~there ~~Committees~~can be no assurance that the Company will ever be accepted for trading on the

~~The~~OTCBB. Since ~~board~~there ofis ~~directors~~no ~~has~~public ~~not~~trading ~~yet~~of ~~established~~our ansecurities, ~~audit~~there ~~committee~~is orno ahigh ~~compensation~~or ~~committee~~low orbid ~~nominating~~pricing ~~committee~~to report.

AnCapital audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee’s responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee. Stock

The ~~board~~following ofis ~~directors~~a ~~has~~summary ~~not~~of ~~established an audit committee, compensation committee or nominating committee since it believes that~~ the ~~board~~material ofterms ~~directors, consisting~~ of ~~only~~the ~~two~~Company’s ~~individuals,~~capital ~~can~~stock. ~~efficiently~~This ~~and~~summary ~~effectively~~is ~~fulfill these functions.~~ subject

~~Director~~to ~~Compensation~~and qualified by our articles of incorporation and bylaws.

~~Directors~~Common ~~receive no compensation for their services as directors. We do not anticipate adopting a provision for compensating directors in the foreseeable future.~~ Stock

~~ITEM~~December ~~11 EXECUTIVE~~31, ~~COMPENSATION~~2012 there were 1,645 shareholders of record holding a total of 30,692,727 shares of fully

~~Compensation~~paid ~~Discussion~~ and ~~Analysis~~non-assessable common stock of the 50,000,000 shares of common stock, par value $0.001,

~~Since~~authorized. ~~the~~The ~~Company~~board ~~is in the development stage, no salary is paid to retain the services~~ of ~~our~~directors ~~executive~~believes ~~officer. Should~~ that ~~determination change,~~ the ~~amount~~number we deem appropriate to compensate our executive officer will be determined in accordance with market forces though we have no specific formula to determine compensatory amounts at this time. While we have deemed that our current lack of abeneficial ~~compensatory~~owners ~~program~~is ~~and~~substantially the decisions regarding compensation are appropriately suited for our current objectives, we may adopt a compensation program in the future to include a salary for our executive officer and any additional future executive employees, which compensation may include options and other compensatory elements.greater

~~Our~~than ~~executive~~the ~~officer~~number isof ~~compensated~~record byholders ~~WWA~~because ~~Group~~a ~~for~~portion ~~services~~of ~~provided~~our tooutstanding ~~WWA~~common ~~Group.~~stock is held in broker

31“street names” for the benefit of individual investors. The holders of the common stock are entitled to one

~~Table~~vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common

~~The~~stock ~~following~~have ~~table~~no ~~provides~~preemptive ~~summary~~rights ~~information for 2011~~ and ~~2010~~no ~~concerning~~right ~~cash and non-cash compensation paid or accrued by the Company~~ to orconvert ontheir ~~behalf~~common ofstock ~~(i)~~into ~~the chief executive officer and the chief financial officer and (ii)~~ any other ~~employee to receive compensation in excess of $100,000~~securities. There

Summary Executive Compensation Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Eric Montandon, CEO, CFO, PAO, and director	2011 2010	- -	- -	- -	- -	- -	- -	- -	- -

are no redemption or sinking fund provisions applicable to the common stock.

~~The~~Preferred ~~Company has no option or stock award plans.~~ Stock

~~The~~As ~~Company~~of ~~has~~December no31, ~~consulting~~2012 ~~agreements~~there ~~with~~were ~~its~~0 ~~executive~~shares ~~officer.~~of Series 1 preferred issued and outstanding of the 25,000,000

~~The~~shares ~~Company~~of ~~has~~preferred nostock, ~~plans~~par ~~that~~value ~~provides for the payment~~ of ~~retirement benefits~~$0.001, orauthorized. ~~benefits~~Preferred ~~that~~shares ~~will~~are beconvertible ~~paid~~into ~~primarily~~400 ~~following retirement.~~shares

~~The~~of the Company’s ~~has~~common nostock, ~~agreement~~bear ~~that~~interest ~~provides for payment to our executive officer~~ at, ~~following,~~9% orper ~~in connection with the resignation~~annum, ~~retirement~~and orhave ~~other~~no ~~termination,~~redemption ~~or a change in control of Company or a change in our executive officer's responsibilities following a change in control~~provision.

~~ITEM~~The ~~12 SECURITY~~Company’s ~~OWNERSHIP~~preferred OFshares ~~CERTAIN~~may ~~BENEFICIAL~~have ~~OWNERS~~such ~~AND~~rights, ~~MANAGEMENT~~preferences ~~AND~~and ~~RELATED~~designations ~~STOCKHOLDER~~as ~~MATTERS~~determined by the

~~The~~board ~~following table sets forth certain information concerning the ownership~~ of ~~the~~directors ~~Company’s~~and ~~24,411,360~~may ~~shares~~be ~~of common stock~~ issued ~~and~~in ~~outstanding~~different asseries’. ofSeries ~~April~~1 ~~13,~~is ~~2012, with respect to: (i) all directors; (ii) each person known by us to be~~ the ~~beneficial~~only ~~owner~~series ofcurrently ~~more than five percent of our common stock; and (iii) our directors and executive officers as a group~~outstanding.

Title of Class	Names and Addresses of Directors, Officers and Beneficial Owners	Number of Shares	Percent of Class
Common	Eric Montandon Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director 700 Lavaca Street, Suite 1400, Austin, Texas 78701	210,316	0.86%
Common	Alfredo Alex S. Cruz III Director and Secretary 700 Lavaca Street, Suite 1400, Austin, Texas 78701	135,934	0.56%
Common	Adderley Davis & Associates, Ltd. Suite Z12, P.O. Box 8497, SAIF Zone, Sharjah, United Arab Emirates	6,082,433	24.92%
Common	All executive officers and directors as a group (2)	346,250	1.41%

Warrants

32As of December 31, 2012 there were no outstanding warrants to purchase shares of our common stock.

~~ITEM~~Stock ~~13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Options

~~Related~~As ~~Transactions~~of December 31, 2012 there were no outstanding stock options to purchase shares of our common stock

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us.Dividends

~~Director~~The ~~Independence~~Company has not declared any cash dividends since inception and does not anticipate paying any

~~For~~dividends ~~purposes~~in ~~of determining director independence, we have applied~~ the ~~definitions~~foreseeable ~~set out in NASDAQ Rule 4200(a)(15)~~future. ~~Under~~The ~~NASDAQ~~payment ~~Rule~~of ~~4200(a)(15),~~dividends ~~a director~~ is ~~not~~within ~~considered~~the todiscretion ~~be independent if he or she is also an executive officer or employee~~ of the ~~corporation.~~board ~~Accordingly, we consider Alfredo “Alex” Cruz to be an independent director.~~of

~~ITEM~~directors ~~14.~~and ~~PRINCIPAL~~will ~~ACCOUNTANT~~depend ~~FEES~~on ~~AND~~our ~~SERVICES~~earnings, capital requirements, financial condition, and other relevant

~~Audit~~factors. ~~Fees~~There are no restrictions that currently limit the Company's ability to pay dividends on its common

~~The~~stock ~~following~~other isthan athose ~~summary~~generally ofimposed ~~the fees billed to us~~ by ~~Pinaki~~applicable &state ~~Associates LLC (“Pinaki”) for professional services rendered for the past two fiscal years:~~ law.

Auditors’ Fees and Services
	2011	2010
Audit fees	$15,000	$19,000
Audit-related fees
Tax fees	0	0
All other fees.	0	0
Total fees paid or accrued to our principal accountants	$15,000	$19,000

~~Audit~~Transfer ~~Fees~~Agent ~~consist of fees billed for professional services rendered for the audit of our financial statements~~ and ~~review of the interim financial statements included in quarterly reports and services that are normally provided by Pinaki in connection with statutory and regulatory filings or engagements.~~ Registrar

~~Audit~~The ~~Committee~~Company’s ~~Pre-Approval~~transfer agent and registrar is Interwest Transfer Company, 1981 E. Murray-Holladay

~~The Company does not have a standing audit committee. Therefore~~Road, ~~all services provided to us by Pinaki~~Holladay, ~~as detailed above~~Utah, ~~were~~84117–5164. ~~pre-approved~~Interwest’s byphone ~~our~~number ~~board~~is of(801) ~~directors~~272-9294.

~~Pinaki~~Purchases ~~performed~~of ~~all~~Equity ~~work~~Securities ~~only~~made ~~with~~by ~~their~~the ~~permanent~~Issuer ~~full~~and ~~time~~Affiliated ~~employees.~~Purchasers

33None.

~~PART~~Recent IVSales of Unregistered Securities

~~ITEM 15~~None. ~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~

~~(a)~~ITEM ~~Consolidated Financial Statements~~6.

~~The~~SELECTED ~~following~~FINANCIAL ~~documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-13, and are included as part of this Form 10-K:~~ DATA

~~Financial~~Not ~~Statements of the Company for the years ended December 31, 2011 and 2010:~~required.

~~Report~~ITEM ~~of Independent Registered Public Accounting Firm~~7.

~~Consolidated~~MANAGEMENT’S ~~Balance~~DISCUSSION ~~Sheets~~AND ANALYSIS OF FINANCIAL

~~Statements~~CONDITION ofAND ~~Income~~RESULTS OF OPERATIONS

~~Statements~~This Management’s Discussion and Analysis of ~~Stockholders’~~Financial ~~Equity~~Condition and Results of Operations and other

~~Statements~~parts of ~~Cash~~this ~~Flows~~current report contain forward-looking statements that involve risks and uncertainties.

~~Notes~~Forward-looking tostatements ~~Financial~~can ~~Statements~~also be identified by words such as “anticipates,” “expects,” “believes,”

~~(b)~~“plans,” ~~Exhibits~~“predicts,” and similar terms. Forward-looking statements are not guarantees of future

~~The~~performance ~~exhibits~~and ~~required~~our toactual beresults ~~attached~~may bydiffer ~~Item~~significantly ~~601~~from ofthe ~~Regulation~~results ~~S-K~~discussed ~~are listed~~ in the ~~Index to Exhibits on page 36 of this Form 10-K, and are incorporated herein by this reference.~~

~~(c)~~forward-looking ~~Financial~~statements. ~~Statement~~Factors ~~Schedules~~that might cause such differences include but are not limited to those

Wediscussed ~~are~~in ~~not~~the ~~filing~~subsection ~~any~~entitled ~~financial statement schedules as part of this Form 10~~Forward-KLooking ~~because~~Statements ~~such~~and ~~schedules~~Factors ~~are~~That ~~either~~May ~~not~~Affect ~~applicable or the required information is included in the financial statements or notes thereto.~~ Future

34Results and Financial Condition below. The following discussion should be read in conjunction with our

~~SIGNATURES~~financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

~~Pursuant~~Discussion toand ~~the requirements of Section 13 or 15(d) 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.~~Analysis

Asia8, Inc.	Date
/s/ Eric Montandon By: Eric Montandon Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director	April 13, 2012

General

~~Pursuant~~The toCompany’s ~~the~~current ~~requirements~~focus ofis ~~the~~to ~~Securities~~work ~~Exchange~~together ~~Act~~with ofWWA ~~1934,~~Group ~~this report has been signed below by the following persons on behalf of the registrant~~ and inInfrastructure ~~the~~to ~~capacities~~increase ~~and on~~ the ~~dates indicated.~~ value

	Date
/s/ Eric Montandon Eric Montandon Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director	April 13, 2012
/s/ Alfredo Cruz Alfredo “Alex” Cruz Director	April 13, 2012

of its investment and to leverage those relationships to develop the distribution of Wing House mobile

35shelter systems. We anticipate that we will require additional capital to market this business and recognize

~~INDEX~~that TOthe ~~EXHIBITS~~economic downturn in the global economy has decreased demand for our products that depend on

~~Exhibit Description~~the vitality of the construction sector industry in the Gulf Region. Meanwhile, we continue to work towards

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

~~3(i)(b)* Amended~~Our ~~Articles~~financial ofcondition ~~Incorporation~~and ~~dated~~results ~~July~~of 9,operations ~~1999~~will ~~(incorporated~~depend byprimarily ~~reference from Form 10-QSB filed with the Commission~~ on ~~October~~prospective ~~20,~~income ~~1999).~~generated

~~3(i)(c)* Amended~~from ~~Articles~~our ofinvestments ~~Incorporation~~and/or ~~dated~~expansion ~~December~~businesses. 22Meanwhile, ~~1999~~our ~~(incorporated~~continued byoperation ~~reference~~is ~~from~~tied ~~Form~~to ~~10-QSB filed with the Commission on May 15, 2007).~~our

~~3(i)(d)* Amended~~ability ~~Articles~~to ofrealize ~~Incorporation~~debt ~~dated~~or ~~April~~equity ~~20,~~financing. ~~2007~~Since ~~(incorporated~~the byCompany ~~reference~~is ~~from~~currently ~~Form~~without ~~10-QSB~~income ~~filed~~it ~~with~~can ~~the~~provide ~~Commission on May 15, 2007).~~no

~~3(ii)(a)* Bylaws~~assurance ~~dated~~that ~~May~~income 6,will ~~1999~~be ~~(incorporated~~forthcoming byor ~~reference~~in ~~Form~~the ~~10-12G~~event ~~filed~~income ~~with~~is ~~the~~realized ~~Commission~~that onsuch ~~October~~return ~~20,~~will ~~1999).~~provide

~~3(ii)(b)* Amended~~sufficient ~~Bylaws~~cash ~~dated~~flows ~~January 22, 2007 (incorporated by reference~~ to ~~the~~sustain ~~Form~~our ~~8-K filed with the Commission on January 29, 2007)~~operations.

~~10(i)* Share~~Our ~~Purchase~~business ~~Agreement~~development ~~dated~~strategy ~~June~~is ~~2000~~prone ~~between~~to ~~the~~significant ~~Company~~risks ~~(formerly Asia4Sale.com, Inc.)~~ and ~~World~~uncertainties ~~Wide~~which ~~Auctioneers,~~are ~~Inc.~~having ~~(incorporated by reference to the Form 8-K filed with the Commission on October 3, 2007).~~an

~~10(ii)* Unic~~immediate ~~Distribution~~impact ~~Agreement~~on ~~dated~~our ~~May~~efforts ~~1, 2007 between the Company and Peter Prescott (incorporated by reference~~ to ~~the~~realize ~~Form~~net ~~8-K~~cash ~~filed~~flow. ~~with~~We ~~the~~have ~~Commission~~a onlimited ~~October~~history 3,of ~~2007)~~generating income.

~~10(iii)* Atomix~~Should ~~Distribution~~we ~~Agreement~~be ~~dated~~unable ~~May~~to 1generate income, ~~2007 between~~ the Company’s ~~and~~ability ~~Peter Prescott (incorporated by reference~~ to ~~the~~continue ~~Form~~its ~~8-K~~business ~~filed~~operations ~~with~~will ~~the Commission on October 3, 2007).~~be

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

~~21 Subsidiaries of the Company (attached).~~16

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

~~32 Certification~~During of the ~~Chief~~period ~~Executive~~ending ~~Officer~~December ~~and~~31, ~~Chief~~2012, ~~Financial~~the ~~Officer~~Company ~~pursuant~~failed to 18realize ~~U.S.C.~~revenues ~~Section~~from ~~1350 as adopted pursuant to Section 906 of~~ the ~~Sarbanes-Oxley~~sale ~~Act~~ of ~~2002 (attached).~~its

~~101~~products, which failure resulted in a continuation of net losses for the period. ~~INS XBRL~~Nevertheless, ~~Instance~~the ~~Document†~~Company

~~101.~~remains ~~PRE XBRL~~optimistic ~~Taxonomy~~that ~~Extension~~Wing ~~Presentation~~Houses ~~Linkbase†~~are in demand, and that a global economic recovery in 2013 alongside

~~101.~~the ~~LAB XBRL~~efforts ~~Taxonomy~~of ~~Extension~~Infrastructure ~~Label~~and ~~Linkbase†~~WWA Group will result in sales of Wing Houses.

~~101.~~Operating ~~DEF XBRL Taxonomy Extension Label Linkbase†~~Expenses

~~101.~~Operating ~~CAL XBRL~~expenses ~~Taxonomy~~for ~~Extension~~the ~~Label~~twelve ~~Linkbase†~~month period ended December 31, 2012 were $81,306 as compared to

~~101.~~operating ~~SCH XBRL~~expenses ~~Taxonomy~~of ~~Extension~~$113,430 ~~Schema†~~for the twelve month period ended December 31, 2011. The decrease in

* Incorporatedexpenses byover ~~reference~~the ~~from~~comparative ~~previous~~periods ~~filings~~can ofbe ~~the~~attributed ~~Company.~~to decreases in general and administrative

~~† Pursuant~~expenses. toWe ~~Rule~~expect ~~406T~~that ofoperating ~~Regulation~~expenses ~~S-T,~~will ~~these~~decrease ~~interactive~~until ~~data~~such ~~files~~time ~~are~~as ~~deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of~~ the ~~Securities~~capital ~~Act~~becomes ~~of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.~~ available

49to us to expand our marketing efforts.

Other Income/Expenses

Other income for the twelve month period ended December 31, 2012 was $27,690 as compared to other

expenses of $1,409,617 in the twelve month period ended December 31, 2011. Other income in the current

period can be primarily attributed to other income and income from equity investment offset by the

payment of a preferred stock dividend. We expect to continue to realize other income related to our business

investments.

Net Losses

Net losses for the twelve month period ended December 31, 2012 were $53,616 as compared to net losses of

$1,523,047 for the twelve month period ended December 31, 2011. The decrease in net losses in the current

period can be primarily attributed to the transition in the current period to a gain on our equity investments

as compared to a loss in the prior period and the decrease in general and administrative expenses. We expect

to continue to realize net losses until such time as our operations produce revenue.

Capital Expenditures

The Company did not spend any significant amounts on capital expenditures during the year ended

December 31, 2012.

Income Tax Expense (Benefit)

The Company may have an income tax benefit resulting from net operating losses to offset any future

operating profit. However, the Company has not recorded this benefit in the financial statements because it

cannot be assured that it will utilize the net operating losses carried forward in future years.

Liquidity and Capital Resources

As of December 31, 2012, the Company had a working capital deficit of $15,713. Our current assets totaled

$8,049 were comprised of cash totaling $455 and other assets of $7,594. Our total assets were $50,409

consisting of current assets and our equity investments totaling $42,360. At December 31, 2012, our current

and total liabilities were $23,762.

Net cash used in operating activities for the year ended December 31, 2012 was $253,506 as compared to

net cash used in operating activities of $32,668 for the year ended December 31, 2011. Net cash used in

development stage activities in the current twelve month period can be attributed primarily to a number of

items that are book expense items which do not affect the total amount relative to actual cash used including

loss on equity investments. Balance sheet accounts that actually affect cash but are not income statement

related items and thus are added or deducted to arrive at cash used include decrease in other assets and

accounts payable. We expect that net cash used in operating activities will decrease as accounts payable

have significantly decreased as of year-end.

Net cash provided by investing activities for the year ended December 31, 2012 was $190,048 as compared

to zero provided by investing activities for the year ended December 31, 2011. Net cash provided by

financing activities in the current twelve month period can be attributed to proceeds from the sale of stock

and debt settlements. We expect to continue to look to cash flow provided by investing periods in future

periods to sustain operations.

Net cash provided by financing activities for the year ended December 31, 2012 was $63,521 as compared

to net cash used in financing activities of $2,006 for the year ended December 31, 2011. Net cash provided

by financing activities in the current twelve month period can be attributed to a issuance of common stock

for cash, and the redemption of preferred stock for common stock, offset by a decrease in a note payable.

We expect to have net cash provided by financing activities in the near term in order to continue operations.

The Company’s current assets are insufficient to conduct its business operations over the next twelve (12)

months. We will have to seek at least $100,000 in debt or equity financing over the next twelve months to

fund our marketing efforts for our Wing Houses and to move forward with our intended acquisition of

EMP. The Company has no current commitments or arrangements with respect to, or immediate sources of

this funding. Further, no assurances can be given that funding is available. The Company’s shareholders are

the most likely source of new funding in the form of loans or equity placements though none have made any

commitment for future investment and the Company has no agreement formal or otherwise. The

Company’s inability to obtain sufficient funding will have a material adverse affect on its ability to continue

business operations.

The Company does not expect to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements.

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

The Company has no current plans for the purchase or sale of any plant or equipment

Off Balance Sheet Arrangements

As of December 31, 2012, the Company has no significant off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to stockholders.

Critical Accounting Policies

In the notes to the audited financial statements for the year ended December 31, 2011 included in our Form

10-K, the Company discusses those accounting policies that are considered to be significant in determining

the results of operations and our financial position. The Company believes that the accounting principles we

utilized conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires our management to make significant estimates and

judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,

these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate

estimates. We base our estimates on historical experience and other facts and circumstances that are

believed to be reasonable, and the results form the basis for making judgments about the carrying value of

assets and liabilities. The actual results may differ from these estimates under different assumptions or

conditions. With respect to revenue recognition, we apply the following critical accounting policies in the

preparation of our financial statements.

Revenue Recognition

The Company intends to generate revenue through the sale of its products on a private, commercial, and

industrial basis. Revenue from product sales is recognized at the time the product is shipped and invoiced

and collectability is reasonably assured. The Company believes that certain revenue should be recognized

as title passes to the customer at the time of shipment.

Going Concern

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going

concern as a result of an accumulated deficit of $3,766,257 as of December 31, 2012. The Company’s

ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or

obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a

going concern includes: (i) obtaining funding from the private placement of debt or equity; and (ii) realizing

revenues from the sale of Wing Houses or through the acquisition of EMP. Management believes that it will

be able to obtain funding to allow the Company to remain a going concern through the methods discussed

above, though there can be no assurances that such methods will prove successful.

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

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this current report, with the exception of historical

facts, are forward looking statements. Forward looking statements reflect our current expectations and

beliefs regarding our future results of operations, performance, and achievements. These statements are

subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not

materialize. These statements include, but are not limited to, statements concerning:

 our anticipated financial performance;

 the sufficiency of existing capital resources;

 our ability to fund cash requirements for future operations;

 uncertainties related to the growth of our business and the acceptance of our products and services;

 our ability to achieve and maintain an adequate customer base to generate sufficient revenues to

maintain and expand operations; 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.

Recent Accounting Pronouncements

Please see Note 3 to our financial statements for recent accounting pronouncements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2012 and 2011 are attached hereto as

F-1 through F-13.

ASIA8, INC. AND SUBSIDIARIES

Years Ended December 31, 2012 and 2011

INDEX

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Statements of Operations

F-4

Statements of Stockholders’ Equity

F-5

Statements of Cash Flows

F-6

Notes to Financial Statements

F-7

F-1

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd, Suite 113,

Newark, DE 19711

Phone: 510-274-5471 | pmohapatra@pinakiassociates.com

To the Board of Directors

Asia8 Inc.

700 Lavaca Street, Suite 1400, Austin, Texas 78701

We have audited the accompanying consolidated balance sheets of Asia8, Inc. as of December 31, 2012 and

2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the years

ended December 31, 2012 and 2011. These consolidated financial statements are the responsibility of the

Company’s management. Our responsibility is to express an opinion on these consolidated financial

statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board

(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the financial statements are free of material misstatement. An audit includes examining, on a

test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also

includes assessing the accounting principles used and significant estimates made by management, as well as

evaluating the overall financial statement presentation. We believe that our audits provide a reasonable

basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a

going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring

losses from operations that raises a substantial doubt about its ability to continue as a going concern. The

financial statements do not include any adjustments that might result from the outcome of this uncertainty

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of Asia8 Inc. as of December 31, 2012 and 2011, and the related

consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31,

2012 and 2011 , in conformity with accounting principles generally accepted in the United States of

America.

/s/ Pinaki & Associates LLC.

Pinaki & Associates LLC.

Hayward, CA

April 09, 2013

F-2

ASIA8, Inc.

Consolidated Balance Sheets

Unaudited

Audited

31-Dec-12

31-Dec-11

ASSETS

CURRENT ASSETS

Cash

455 $

391

Other current assets

7,594

5,094

Total Current Assets

8,049

5,485

FIXED ASSETS, Net

OTHER ASSETS

Investments

42,360

214,380

Total Other Assets

42,360

214,380

TOTAL ASSETS $

50,409 $

219,865

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

23,762 $

286,884

Total Current Liabilities

23,762

286,884

TOTAL LIABILITIES

23,762

286,884

STOCKHOLDERS' EQUITY

Preferred stock: 25,000,000 shares authorized;

$0.001 par value; 0 and 1,000 shares

issued and outstanding, respectively

Common stock: 100,000,000 shares authorized;

$0.001 par value; 30,692,727 and 24,156,078 shares

issued and outstanding, respectively

30,692

24,411

Additional paid-in capital

3,762,212

3,621,210

Accumulated deficit

(3,766,257)

(3,712,641)

Total Stockholders' Equity

26,647

(67,018)

TOTAL LIABILITIES AND STOCKHOLDERS'

EQUITY

50,409 $

219,865

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

F-3

Asia 8 Inc

Consolidated Statements of Operations

For The Years Ended December 31,

2012

2011

REVENUES

- $

COST OF GOODS SOLD

GROSS PROFIT

OPERATING EXPENSES :

General and administrative

81,306

113,430

Depreciation and amortization

TOTAL OPERATING EXPENSES

81,306

113,430

LOSS FROM OPERATIONS

(81,306)

(113,430)

OTHER INCOME (EXPENSES)

Other income

16,503

64,627

Preferred stock dividend

(6,840)

(20,520)

Income from equity investment

18,028

(1,453,724)

TOTAL OTHER INCOME (EXPENSES)

27,690

(1,409,617)

NET INCOME (LOSS)

(53,616)

(1,523,047)

BASIC INCOME (LOSS) PER SHARE

(0.00)

(0.06)

FULLY DILUTED INCOME (LOSS) PER SHARE

(0.00)

(0.06)

BASIC WEIGHTED AVERAGE NUMBER OF SHARES

OUTSTANDING

30,692,727

24,158,876

FULLY DILUTED WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

28,341,505

24,158,876

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

F-4

ASIA8, Inc.

Audited Statements of Stockholders' Equity

Additional

Accumulated

Total

Preferred Stock

Common Stock

Paid-In

Deficit

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Balance, December 31, 2007

1,000 $

1 $ 23,071,835 $

23,072 $

3,280,227 $

(72,598)

3,230,702

Common stock issued for debt

at $0.16 per share

1,084,243

1,084

172,394

173,478

Preferred stock issued for debt

at $100.00 per share

1,280

127,999

128,000

Net loss for the year ended

December 31, 2008

(130,656)

Balance, December 31, 2008

2,280 $

2 $ 24,156,078 $

24,156 $

3,580,620 $

(203,253) $

3,401,525

Common stock issued for debt

at $0.16 per share

255,282

255

40,590

40,845

Net loss for the year ended

December 31, 2009

(1,373,535)

Balance, December 31, 2009

- $

24,411,360 $

24,411 $

3,621,210 $

(1,576,788) $

2,068,835

Net loss for the year ended

December 31, 2010

(612,806)

Balance, December 31, 2010

- $

24,411,360 $

24,411 $

3,621,210 $

(2,189,594)

1,456,029

Net loss for the year ended

December 31, 2011

(1,523,047)

Balance, December 31, 2011

- $

24,411,360 $

24,411 $

3,621,210 $

(3,712,641) $

(67,018)

Common stock issued for debt

at $0.03 a share.

2,129,367

2,129

61,752

63,881

Common stock issued for preferred

shares at $0,075 per share

3,040,000

3,040

224,960

228,000

Common stock issued for interest on

preferred shares at $0.075 per share

1,112,000

1,112

82,288

83,400

Preferred shares retired

(2)

(227,998)

(228,000)

Net loss for the year ended

(53,616)

December 31, 2012

- $

30692,727 $

30,692 $

3762,211 $

(3,766,257) $

26,647

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

F-5

Asia 8, Inc.

Statement of Cash Flows

For the Year Ended

For The Year Ended

December 31

December 31,

2012

2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

(53,616) $

(1,523,047)

Adjustments to reconcile net loss to

net cash used by operating activities:

Depreciation expense

(Gain) Loss on disposition of assets

(Gain) Loss on equity investments

(18,028)

1,453,724

Loss on Investments

Changes in operating assets and liabilities

(Increase) decrease in receivables

(Increase) decrease in other current assets

(2,500)

(1,500)

Increase (decrease) in accounts payable and

accrued expenses

(179,362)

38,155

Net Cash Used in Operating Activities

(253,506)

(32,668)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of investments

81,000

Debt Settlement by issuance of equity investment

109,048

Net Cash Provided by (Used in)

Investing Activities

190,048

CASH FLOWS FROM FINIANCING ACTIVITIES

Common and preferred stock issued for cash/debt

147,280

Increase(decrease) in note payable

(83,759)

(2,006)

Net Cash Provided by Financing Activities

63,521

(2,006)

NET INCREASE (DECREASE) IN CASH

(34,675)

CASH AT BEGINNING OF PERIOD

391

35,066

CASH AT END OF PERIOD

455 $

391

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

F-6

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 1 - ORGANIZATION AND HISTORY

Asia8, Inc. (formerly Asia4sale.com, Inc.), a Nevada corporation, was incorporated in September of 1996.

The Company was formerly known as H&L Investments, Inc. The name of the corporation was changed to

Asia4sale.com, Inc., on December 22, 1999 and a Certificate of Amendment of Articles of Incorporation

duly filed with the Office of the Secretary of State for the State of Nevada on December 29, 1999.

The Company changed its name on December 22, 1999 with the intent to acquire Asia4Sale.com, Ltd., a

Hong Kong registered software development company (“LTD”) which was incorporated in March of 1999.

At that time the Company had 1,000,000 shares of common stock outstanding and no assets or liabilities.

The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares

to acquire LTD. On December 11, 2000, the Company executed a 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.

The Company acquired a 49% interest in World Wide Auctioneers, Inc., a Nevada registered corporation,

holding 100% of a British Virgin Island registered company World Wide Auctioneers, Ltd (“WWA”), an

international equipment auction company on June 30, 2000. WWA, based in the United Arab Emirates

(UAE) holds unreserved auctions on a consignment basis for the sale of construction, industrial and

transportation equipment. On August 8, 2003 World Wide Auctioneers, Inc. sold 100% of WWA to a

Nevada registered company, WWA Group, Inc. (“WWA Group”) in a stock exchange transaction. The

stock exchange caused the Company to acquire a minority equity investment in WWA Group which it

accounts for using the equity method. WWA Group sold WWA to Seven International Holdings, Ltd.

(“Seven”), a Hong Kong registered company, on October 31, 2010, in exchange for Seven’s assumption of

the assets and liabilities of WWA subject to certain exceptions. The disposition did not affect WWA

Group’s interest in Asset Forum, LLC., its ownership of proprietary on-line auction software or its equity

interest and debt position in Infrastructure Developments Corp. (“Infrastructure”) in which it currently

holds an unconsolidated 26.99% equity position.

The Company maintains rights to distribute Unic Cranes, Atomix boats and Renhe Mobile House products

or “Wing Houses” in the UAE though it has since discontinued distribution efforts in relation to the Unic

Crane and Atomix boat products.

F-7

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which

contemplates the realization of assets and liabilities in the normal course of business. Accordingly, they do

not include any adjustments relating to the realization of the carrying value of assets or the amounts and

classification of liabilities that might be necessary should the Company be unable to continue as a going

concern. The Company has accumulated losses and working capital and cash flows from operations are

negative which raises doubt as to the validity of the going concern assumptions. These financials do not

include any adjustments to the carrying value of the assets and liabilities, the reported revenues and

expenses and balance sheet classifications used that would be necessary if the going concern assumption

were not appropriate; such adjustments could be material.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The

Company has elected a December 31 year-end.

b. Basic Loss per Share

For the Year Ended December 31, 2012

Income

Per-Share Amount

(Numerator)

(Denominator)

(53,616)

30,692,727 $

(0.00)

For the Year Ended December 31, 2011

Income

Per-Share Amount

(Numerator)

(Denominator)

(1,523,047)

24,158,876

(0.06)

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.

c. Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for

deductible temporary differences and operating loss and tax credit carry forwards and deferred tax

liabilities are recognized for taxable temporary differences. Temporary differences are the

differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax

assets are reduced by a valuation allowance when, in the opinion of management, it is more likely

that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-8

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Provision for Taxes (Continued)

Net deferred tax assets consist of the following components as of December 31, 2012 and 2011:

2012

2011

Deferred tax assets

NOL Carryover

813,537 $

813,537

Valuation allowance

(813,537)

Net deferred tax asset

- $

The income tax provision differs from the amount of income tax determined by applying the U.S.

federal income tax rate of 39% to pretax income from continuing operations for the years ended

December 31, 2012 and 2011 due to the following:

2012

2011

Book income (loss)

(71,644) $

(69,323)

Income from equity investment

18,028

(1,453,274)

Valuation allowance

53,616

1,523,047

- $

At December 31, 2012, the Company had net operating loss carry forwards of approximately

$3,766,257 that may be offset against future taxable income through the year 2029. No tax benefit

has been reported in the December 31, 2012 financial statements since the potential tax benefit is

offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry

forwards for Federal income tax reporting purposes are subject to annual limitations. Should a

change in ownership occur, net operating loss carry forwards may be limited as to use in the future.

d. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the

reporting period. Actual results could differ from those estimates.

e. Fair Value of Financial Instruments

As at December 31, 2012, the fair value of cash and accounts and advances payable, including

amounts due to and from related parties, approximate carrying values because of the short-term

maturity of these instruments.

F-9

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Recent Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220):

Presentation of Comprehensive Income to increase the prominence of items reported in other

comprehensive income. Specifically, the new guidance allows an entity to present components of

net income or other comprehensive income in one continuous statement, referred to as the

statement of comprehensive income, or in two separate, but consecutive statements. The new

guidance eliminates the current option to report other comprehensive income and its components in

the consolidated statement of shareholder's equity. While the new guidance changes the

presentation of comprehensive income, there are no changes to the components that are recognized

in net income or other comprehensive income under current accounting guidance. This new

guidance is effective for fiscal years and interim periods beginning after December 15, 2011. We

adopted the new guidance and it had no impact on our consolidated financial position, results of

operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08,

Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is

intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU

2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely

than not" that the fair value of a reporting unit is less than its carrying amount as a basis for

determining whether it is necessary to perform the two-step goodwill impairment test described in

Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as

having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill

impairment tests performed for fiscal years beginning after December 15, 2011. We adopted the

new guidance and it had no impact on our consolidated financial position, results of operations or

cash flows.

In February 2013, the FASB issued authoritative guidance related to reclassifications out of

accumulated OCI. Under the amendments in this update, an entity is required to report, in one

place, information about reclassifications out of accumulated OCI and to report changes in its

accumulated OCI balances. For significant items reclassified out of accumulated OCI to net income

in their entirety in the same reporting period, reporting is required about the effect of the

reclassifications on the respective line items in the statement where net income is presented. For

items that are not reclassified to net income in their entirety in the same reporting period, a cross

reference to other disclosures currently required under U.S. GAAP is required in the notes to the

consolidated financial statements. We plan to adopt this guidance in the first quarter of fiscal year

2013 and do not believe that the adoption of this guidance will have a material impact on its

Consolidated Financial Statements.

g. Concentration of Risk

The Company does not rely on any one or a few major customers for sales revenue.

F-10

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Revenue Recognition

Revenues consist of revenues earned in the Company’s capacity as seller of certain products by

direct and brokered sale. All revenue is recognized when the sale is complete and the Company has

determined that the proceeds are collectible.

All costs of goods sold are accounted for under Costs of Goods Sold.

i. Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments

purchased with a maturity of three months or less to be cash equivalents to the extent the funds are

not being held for investment purposes.

j. Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful

receivables based on a review of all outstanding amounts on a monthly basis. Specific reserves are

estimated by management based on certain assumptions and variables, including the customer’s

financial condition, age of the customer’s receivables, and changes in payment histories. Trade

receivables are written off when deemed uncollectible. Recoveries of trade receivables previously

written off are recorded when received.

A trade receivable is considered to be past due if any portion of the receivable balance has not been

received by the contractual pay date. Interest is not charged on trade receivables that are past due.

NOTE 4 - SIGNIFICANT EVENTS

On May 1, 2007 the Company entered into an agreement to acquire the exclusive distribution rights to sell

Furukawa Unic Cranes in the U.A.E., along with ownership of $415,000 of the seller’s equipment assets in

the U.A.E. As per the agreement, the Company committed to seller 800,000 shares of its common stock,

and assumed associated liabilities totaling $415,000.

On May 1, 2007 the Company entered into an agreement to acquire the first right of refusal to acquire the

exclusive rights to sell Trident Tri-Car vehicles in 20 countries chosen by the Company. The agreement

required the Company to pay $65,000 in cash consideration to the seller for a 2-year first right of refusal for

the 20 countries, plus additional cash commitments for each country when test vehicles are sent to the

country and the Company commits to becomes the exclusive distributor in that country.

On May 1, 2007, the Company entered into an agreement to acquire the rights to the exclusive

distributorship agreement for Atomix Boats in the U.A.E., manufactured in China by the Atomix Boats Co.

Ltd. Zhejiang, in exchange for 600,000 shares of the Company’s common stock

During the year ended December 31, 2008, the Company issued 1,084,243 shares of common stock by

converting notes payables into equity at $0.16 per share. In addition, the Company issued 1,280 shares of

preferred stock at $100 per share.

F-11

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 4 - SIGNIFICANT EVENTS (Continued)

On April 27, 2007 the Company elected to reverse-split its common stock on a one-share-for-two-share

basis. All references to common stock within these financial statements have been retroactively restated to

reflect this reverse stock-split.

NOTE 5- 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, in a stock for stock transaction

whereby the stock of WWA Group was issued directly to owners of WWA World Wide Auctioneers, Inc.

The Company was issued 7,525,000 shares of WWA Group in 2003, comprising 47.5% of the issued and

outstanding stock of WWA Group. At December 31, 2011, the Company owned 32% of the issued and

outstanding shares of WWA Group. On March 26, 2012, the Company sold 3,240,000 out of its investment

in WWA Group shares at a price of $0.025 per share, for a net amount of $81,000. At March 31, 2012, the

Company owned 16% of the issued and outstanding WWA Group common stock. At April 15, 2012 the

company divested itself of 2,412,408 shares out of its investment in WWA group shares to settle $109,049

in various debts. As a result the Company does not own a substantial shareholding in WWA Group and

therefore no longer records its share in the profit & loss of WWA Group for the year ended December 31,

2012.

NOTE 6- EQUITY TRANSACTIONS

In 2012, the Company issued 2,129,367 shares of common stock by converting notes payable and other

payables into equity at $0.03 per share.

In 2012, the Company issued 4,152,000 shares of common stock to retire 2,280 preferred shares series

1comprised of $228,000 in principal and $83,400 in interest valued at $0.075 a share.

In 2009, the Company issued 255,282 shares of common stock for cash at $0.16 per share. In 2008, the

Company issued 1,084,243 shares of common stock by converting notes payables into equity at $0.16 per

share. In 2007, the Company issued 2,124,250 shares of common stock for cash at prices ranging from

$0.08 to $0.16 per share for a total value of $304,800.

In 2008, the Company issued 1,280 shares of preferred stock for $100 per share. Each share of preferred

stock is convertible to 400 shares of common stock. The Series 1 preferred shares have a coupon rate of 9%

interest per annum, with no redemption provision.

In 2007, the Company issued 1,000 shares of preferred stock at $100 per share. Each share of preferred

stock is convertible to 400shares of common stock. The Series 1 preferred shares have a coupon rate of 9%

interest per annum, with no redemption provision.

F-12

ASIA8, INC.

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 7- SUBSEQUENT EVENTS

The Company evaluated its December 31, 2012 financial statements for subsequent events through the date

the financial statements were issued. The Company is not aware of any subsequent events which would

require recognition or disclosure in the financial statements.

F-13

ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, 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”)) as of December 31, 2011.

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 were effective in recording, processing,

summarizing, and reporting information required to be disclosed, within the time periods specified in the

Commission’s rules and forms, and such information was accumulated and communicated to management,

including the chief executive officer and the chief financial officer, to allow timely decisions regarding

required disclosures.

Management’s Report on Internal Control over Financial Reporting

The 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 to its 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 our internal control over

financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which

assessment did not identify any material weaknesses in internal control over financial reporting. A material

weakness is a control deficiency, or a combination of deficiencies in internal control over financial

reporting that creates a reasonable possibility that a material misstatement in annual or interim financial

statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of

our internal control over financial reporting did identify a material weakness, management considers its

internal control over financial reporting to be ineffective.

The Company identified the following material weakness: Lack of Appropriate Independent Oversight.

The board of directors has not provided an appropriate level of oversight of the Company’s financial

reporting and procedures for internal control over financial reporting since there is, at present, only one

independent director who could provide an appropriate level of oversight, including challenging

management’s accounting for and reporting of transactions. While this control deficiency did not result in

any audit adjustments to our 2012 or 2011 interim or annual period financial statements, it could have

resulted in material misstatement that might have been prevented or detected by independent oversight.

Accordingly we have determined that this control deficiency constitutes a material weakness.

The Company intends to remedy the material weaknesses by forming an audit committee made up of

independent directors that will oversee management.

This annual report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting. We were not required to have, nor have we,

engaged our independent registered public accounting firm to perform an audit of internal control over

financial reporting pursuant to the rules of the Commission that permit us to provide only management’s

report in this annual report.

Changes in Internal Controls over Financial Reporting

During the period ended December 31, 2012, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

ITEM 9B

OTHER INFORMATION

None.

PART III

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each director and executive officer of the

Company as of December 31, 2012:

Name

Age

Year Appointed

Positions and Offices

Eric Montandon

2000

Chief Executive Officer, Chief Financial

Officer, Principal Accounting Officer,

and Director

Alfredo “Alex” Cruz

2006

Secretary and Director

Eric Montandon was appointed as an officer and director of the Company in April 2000. He will serve

until the next annual meeting of our shareholders and his successor is elected and qualified.

Business Experience:

Mr. Montandon joined the board of directors of the Company in 2000 and became its CEO and CFO. He

was instrumental in the Company’s acquisition and development of World Wide. His primary business

focus has been on those two companies and WWA Group since 2003. In 1994 Mr. Montandon was

involved in forming Momentum Asia, Inc., a design and printing operation in Subic Bay, Philippines.

He operated this company as its CEO until the middle of 2000. Between 1988 and 1992 he worked for

Winius-Montandon, Inc. as a commercial real estate consultant and appraiser in Phoenix, Arizona.

Officer and Director Responsibilities and Qualifications:

Mr. Montandon is responsible for the overall management of the Company and is involved in many of

its day-to-day operations, finance and administration.

Mr. Montandon graduated from Arizona State University in 1988 with a Bachelor’s Degree in Business

Finance. He has worked with early stage companies for the past two decades.

Other Public Company Directorships in the Last Five Years:

Over the last five years Mr. Montandon has been an officer and/or director of three other public

companies: WWA Group (from February 2000 to present) (chief executive officer, chief financial

officer and director), Net Telecommunications, Inc., formerly a telecommunications service provider

(from September 2000 to present) (director) and Infrastructure Developments, a project management

company (from May 2011 to present).

Alfredo Cruz has served as director since January of 2006 and as corporate secretary since 2000 through the

present.

Business Experience:

Mr. Cruz has an established corporate legal practice, Cruz & Reyes Law Offices, in Manila, the Philippines,

and is currently its managing partner. He has 15 years of experience in corporate law. Mr. Cruz’s vast

experience in corporate work focuses on the legal management of both domestic and foreign investments.

His concentration is on mergers and acquisitions, joint ventures, incorporations, administrative licensing,

and corporate housekeeping; he also has general exposure in trial and appellate litigation in Contract,

Corporate, Domestic Relations, Entertainment, Insurance, Injunction, and Libel Law.

Officer and Director Responsibilities and Qualifications:

Mr. Cruz is responsible for overseeing management of the Company and is involved at the board of

directors level as an independent director.

Mr. Cruz graduated from the University of the Philippines in 1982 with a Bachelor's Degree in Economics.

He continued on at the University of the Philippines and received his law degree in 1986.

Other Public Company Directorships in the Last Five Years:

None.

Term of Office

Our directors are appointed for a one (1) year term to hold office, until the next annual meeting of our

shareholders, or until removed from office in accordance with our bylaws. Our executive officers are

appointed by our Board of Directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors or executive officers

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings

that are material to an evaluation of the ability or integrity of any of the Company’s directors, persons

nominated to become directors or executive officers.

Compliance with Section 16(A) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are unaware of any persons

or entities which, during the period ended December 31, 2011, failed to file, on a timely basis, reports

required by Section 16(a) of the Securities Exchange Act of 1934.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the

Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the

principal executive officer, principal financial officer, controller, and persons performing similar functions.

The Company has incorporated a copy of its Code of Ethics by reference as Exhibit 14 to this Form 10-K.

Further, the Company’s Code of Ethics is available in print, at no charge, to any security holder who

requests such information by contacting the Company.

Board of Directors Committees

The board of directors has not yet established an audit committee or a compensation committee or

nominating committee.

An audit committee typically reviews, acts on and reports to the board of directors with respect to various

auditing and accounting matters, including the recommendations and performance of independent auditors,

the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and

financial control policies and procedures. Certain stock exchanges currently require companies to adopt a

formal written charter that establishes an audit committee that specifies the scope of an audit committee’s

responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of

these exchanges, the Company will be required to establish an audit committee.

The board of directors has not established an audit committee, compensation committee or nominating

committee since it believes that the board of directors, consisting of only two individuals, can efficiently

and effectively fulfill these functions.

Director Compensation

Directors receive no compensation for their services as directors. We do not anticipate adopting a provision

for compensating directors in the foreseeable future.

ITEM 11

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Since the Company is in the development stage, no salary is paid to retain the services of our executive

officer. Should that determination change, the amount we deem appropriate to compensate our executive

officer will be determined in accordance with market forces though we have no specific formula to

determine compensatory amounts at this time. While we have deemed that our current lack of a

compensatory program and the decisions regarding compensation are appropriately suited for our current

objectives, we may adopt a compensation program in the future to include a salary for our executive officer

and any additional future executive employees, which compensation may include options and other

compensatory elements.

Table

The following table provides summary information for 2012 and 2011 concerning cash and non-cash

compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the chief

financial officer and (ii) any other employee to receive compensation in excess of $100,000.

Summary Executive Compensation Table

Name and

Year

Salary

Bonus

Stock

Option

Non-Equity

Change in

All Other

Total

Principal

($)

Awards Awards

Incentive Plan Pension Value

Compensation

($)

Position

($)

Compensation

and

($)

Nonqualified

Deferred

Compensation

($)

Eric Montandon, 2012

CEO, CFO,

2011

PAO, and

director

The Company has no option or stock award plans.

The Company has no consulting agreements with its executive officer.

The Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid

primarily following retirement.

The Company has no agreement that provides for payment to our executive officer at, following, or in

connection with the resignation, retirement or other termination, or a change in control of Company or a

change in our executive officer's responsibilities following a change in control.

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 30,692,727

shares of common stock issued and outstanding as of April 10, 2013, with respect to: (i) all directors; (ii)

each person known by us to be the beneficial owner of more than five percent of our common stock; and

(iii) our directors and executive officers as a group.

Title of

Names and Addresses of Directors, Officers and

Number of

Percent of

Class

Beneficial Owners

Shares

Class

Eric Montandon

Common Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer, and Director

1,660,816

5.41%

700 Lavaca Street, Suite 1400, Austin, Texas 78701

Alfredo Alex S. Cruz III

Common Director and Secretary

135,934

0.44%

700 Lavaca Street, Suite 1400, Austin, Texas 78701

Adderley Davis & Associates, Ltd.

Common Suite Z12, P.O. Box 8497, SAIF Zone, Sharjah, United

6,082,433

19.82%

Arab Emirates

Common All executive officers and directors as a group (2)

1,796,750

5.85%

ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Transactions

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse,

parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or

indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed

transaction which, in either case, has or will materially affect us except as follows:

 On May 20, 2012 the Company authorized the issuance of 1,450,500 restricted common shares to

Eric Montandon pursuant to a debt settlement agreement valued at $0.03.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ

Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or

she is also an executive officer or employee of the corporation. Accordingly, we consider Alfredo “Alex”

Cruz to be an independent director.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following is a summary of the fees billed to us by Pinaki & Associates LLC (“Pinaki”) for professional

services rendered for the past two fiscal years:

Auditors’ Fees and Services

2012

2011

Audit fees

$15,000

Audit-related fees

Tax fees

All other fees.

Total fees paid or accrued to our principal accountants

$15,000

Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements

and review of the interim financial statements included in quarterly reports and services that are normally

provided by Pinaki in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to us by Pinaki, as

detailed above, were pre-approved by our board of directors.

Pinaki performed all work only with their permanent full time employees.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages

F-1 through F-13, and are included as part of this Form 10-K:

Financial Statements of the Company for the years ended December 31, 2012 and 2011:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Statements of Income

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 30 of this Form 10-K, and are incorporated herein by this reference.

(c) Financial Statement Schedules

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are

either not applicable or the required information is included in the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Asia8, Inc.

Date

/s/ Eric Montandon

April 10, 2013

By: Eric Montandon

Its: Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date

/s/ Eric Montandon

April 10, 2013

Eric Montandon

Chief Executive Officer, Chief Financial Officer, Principal Accounting

Officer and Director

/s/ Alfredo Cruz

April 10, 2013

Alfredo “Alex” Cruz

Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation dated September 23, 1996 (incorporated by reference to the Form

10-12G filed with the Commission on October 20, 1999).

31.2*

Amended Articles of Incorporation dated July 9, 1999 (incorporated by reference from

Form 10-QSB filed with the Commission on October 20, 1999).

3.1.3*

Amended Articles of Incorporation dated December 22, 1999 (incorporated by reference

from Form 10-QSB filed with the Commission on May 15, 2007).

3.1.4*

Amended Articles of Incorporation dated April 20, 2007 (incorporated by reference from

Form 10-QSB filed with the Commission on May 15, 2007).

3.2.1*

Bylaws dated May 6, 1999 (incorporated by reference Form 10-12G filed with the

Commission on October 20, 1999).

3.2.2*

Amended Bylaws dated January 22, 2007 (incorporated by reference to the Form 8-K filed

with the Commission on January 29, 2007).

10.1*

Share Purchase Agreement dated June 2000 between the Company (formerly

Asia4Sale.com, Inc.) and World Wide Auctioneers, Inc. (incorporated by reference to the

Form 8-K filed with the Commission on October 3, 2007).

10.2*

Unic Distribution Agreement dated May 1, 2007 between the Company and Peter Prescott

(incorporated by reference to the Form 8-K filed with the Commission on October 3,

2007).

10.3*

Atomix Distribution Agreement dated May 1, 2007 between the Company 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).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18

U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed

“furnished” and not “filed” or part of a registration statement or prospectus for purposes of

Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for

purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not

subject to liability under these sections.

Filing Compare · ASIA8, INC.