UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-Q





 ̈
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934


For
the quarter ended June 30, 2009





-OR-





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


For
the transition period
from                               to





Commission
File Number 333-64804





ASIA
GLOBAL HOLDINGS CORP.


(Exact
Name of small business issuer as specified in Its charter)


NEVADA
            
            75-3026459(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)




(Zip
      code)32/F,
      Tower 1, Millennium City388
      Kwun Tong RoadKwun
      Tong, KowloonHong
      Kong(Address
      of principal executive offices)





Issuer’s
telephone number, including area code:(213) 243-1505


(Former
name, former address or former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant: (1) 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 x      No  ̈





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 ̈      No x





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





Large
accelerated filer ̈     Accelerated
filer ̈     Non-accelerated
filer ̈     Smaller
reporting company x





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


Yes   ̈
  No x





The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of August 20, 2009 was 142,138,400 shares, all of one class of $0.001
par value Common Stock.





ASIA
GLOBAL HOLDINGS CORP.


FORM
10-Q


Quarter
Ended March 31, 2009


TABLE
OF CONTENTS





PagePART
      I— FINANCIAL INFORMATIONItem 1
              Financial
      StatementsUnaudited
      Consolidated Balance Sheets as of June 30, 2009 and December 31,
      2008
              F-1Unaudited
      Consolidated Statements of Operations for the Three and Six Months Ended
      June 30, 2009 and 2008
              F-2Unaudited
      Consolidated Statements of Cash Flows for the Six Months Ended June 30,
      2009 and 2008
              F-3Unaudited
      Consolidated Statements of Stockholder Deficit for the Six Months Ended
      June 30, 2009
              F-4Notes
      to Unaudited Condensed Consolidated Financial Statements For the Six
      Months Ended June 30, 2009
              F-5to F-14Item 2
              Managements
      Discussion and Analysis of Financial Condition and Results of
      Operation
              4Item 3
              Quantitative
      and Qualitative Disclosures About Market Risk
              7Item 4T
              Controls
      and Procedures
              8PART
      II—OTHER INFORMATIONItem 1
              Legal
      Proceedings
              8Item 1A
              Risk
      Factors
              8Item 2
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              10Item 3
              Defaults
      Upon Senior Securities
              10Item 4
              Submission
      of Matters to a Vote of Security Holders
              11Item 5
              Other
      Information
              11Item 6
              Exhibits
              11SIGNATURES
              11


2


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)





INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)





PageCondensed
      Consolidated Balance Sheets as of June 30, 2009 and December 31,
      2008
                
                F-1Condensed
      Consolidated Statements of Operations And Comprehensive (Loss) Income for
      the three and six months ended June 30, 2009 and 2008
                
                F-2Condensed
      Consolidated Statements of Cash Flows for the six months ended June 30,
      2009 and 2008
                
                F-3Condensed
      Consolidated Statement of Stockholders’ Deficit for the six months ended
      June 30, 2009
                
                F-4Notes
      to Condensed Consolidated Financial Statements
                
                F-5
      to F-14
 
 3
  ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF JUNE 30, 2009 AND DECEMBER 31, 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)





June 30, 2009
                                    
                                    
                                    December 31,2008(Unaudited)
                                    
                                    
                                    (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    3,470
                                    
                                    
                                    $
                                    258Restricted
      cash
                                    
                                    
                                    -
                                    
                                    
                                    
                                    260,795Amounts
      due from a related party
                                    
                                    
                                    39,677
                                    
                                    
                                    
                                    39,677Income
      tax recoverable
                                    
                                    
                                    183,151
                                    
                                    
                                    
                                    183,151Prepayments
      and other current assets
                                    
                                    
                                    62,986
                                    
                                    
                                    
                                    75,472Total
      current assets
                                    
                                    
                                    289,284
                                    
                                    
                                    
                                    559,353Property,
      plant and equipment, net
                                    
                                    
                                    2,967
                                    
                                    
                                    
                                    5,564Intangible
      assets, net
                                    
                                    
                                    1,808
                                    
                                    
                                    
                                    2,038TOTAL
      ASSETS
                                    
                                    $
                                    294,059
                                    
                                    
                                    $
                                    566,955LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Bank
      overdraft, secured
                                    
                                    $
                                    9,129
                                    
                                    
                                    $
                                    136,263Secured
      bank loans
                                    
                                    
                                    298,443
                                    
                                    
                                    
                                    58,442Obligation
      under capital lease
                                    
                                    
                                    117,670
                                    
                                    
                                    
                                    117,670Letters
      of credit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    380,128Accounts
      payable and accrued liabilities
                                    
                                    
                                    844,001
                                    
                                    
                                    
                                    802,485Income
      tax payable
                                    
                                    
                                    11,752
                                    
                                    
                                    
                                    11,752Amount
      due to a related party
                                    
                                    
                                    15,289
                                    
                                    
                                    
                                    8,452Total
      current liabilities
                                    
                                    
                                    1,296,284
                                    
                                    
                                    
                                    1,515,192Total
      liabilities
                                    
                                    
                                    1,296,284
                                    
                                    
                                    
                                    1,515,192Commitment
      and contingenciesStockholders’
      deficit:Series
      A, convertible preferred stock, $0.001 par value; 500,000 shares
      authorized; 250,000 shares and 250,000 shares issued and outstanding
      shares as of June 30, 2009 and December 31, 2008
                                    
                                    
                                    250
                                    
                                    
                                    
                                    250Common
      stock, $0.001 par value; 300,000,000 shares authorized; 142,138,400 and
      133,362,000 shares issued and outstanding as of June 30, 2009 and December
      31, 2008
                                    
                                    
                                    142,138
                                    
                                    
                                    
                                    133,362Additional
      paid-in capital
                                    
                                    
                                    18,029,654
                                    
                                    
                                    
                                    17,941,172Accumulated
      other comprehensive loss
                                    
                                    
                                    (7,810
                                    )
                                    
                                    
                                    (7,593
                                    )Accumulated
      deficit
                                    
                                    
                                    (19,166,457
                                    )
                                    
                                    
                                    (19,015,428
                                    )Total
      stockholders’ deficit
                                    
                                    
                                    (1,002,225
                                    )
                                    
                                    
                                    (948,237
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                    
                                    $
                                    294,059
                                    
                                    
                                    $
                                    566,955





See
accompanying notes to condensed consolidated financial
statements.


F-1


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


AND
COMPREHENSIVE (LOSS) INCOME


FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)


Three months ended June 30,
                                    
                                    
                                    Six months ended June 30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008Revenues,
      net
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    2,837,939
                                    
                                    
                                    $
                                    36,603
                                    
                                    
                                    $
                                    4,362,285Cost
      of revenue
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,113,337
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,660,773Gross
      profit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,724,602
                                    
                                    
                                    
                                    36,603
                                    
                                    
                                    
                                    2,701,512Operating
      expenses:Sales
      and marketing
                                    
                                    
                                    -
                                    
                                    
                                    
                                    422,207
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    527,623General
      and administrative
                                    
                                    
                                    59,423
                                    
                                    
                                    
                                    420,394
                                    
                                    
                                    
                                    149,799
                                    
                                    
                                    
                                    656,437Total
      operating expenses
                                    
                                    
                                    59,423
                                    
                                    
                                    
                                    842,601
                                    
                                    
                                    
                                    149,799
                                    
                                    
                                    
                                    1,184,060LOSS
      (INCOME) FROM OPERATIONS
                                    
                                    
                                    (59,423
                                    )
                                    
                                    
                                    882,001
                                    
                                    
                                    
                                    (113,196
                                    )
                                    
                                    
                                    1,517,452Other
      income (expense):Other
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    14,744
                                    
                                    
                                    
                                    13
                                    
                                    
                                    
                                    17,111Interest
      expense
                                    
                                    
                                    (29,555
                                    )
                                    
                                    
                                    (23,980
                                    )
                                    
                                    
                                    (37,846
                                    )
                                    
                                    
                                    (53,455
                                    )(LOSS) INCOME BEFORE INCOME
      TAXES
                                    
                                    
                                    (88,978
                                    )
                                    
                                    
                                    872,765
                                    
                                    
                                    
                                    (151,029
                                    )
                                    
                                    
                                    1,481,108Income
      tax benefit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    581,925
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    466,906(LOSS)
      INCOME FROM CONTINUING OPERATIONS
                                    
                                    
                                    (88,978
                                    )
                                    
                                    
                                    1,454,690
                                    
                                    
                                    
                                    (151,029
                                    )
                                    
                                    
                                    1,948,014Loss
      from discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (77,857
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (180,249
                                    )NET
      (LOSS) INCOME
                                    
                                    $
                                    (88,978
                                    )
                                    
                                    $
                                    1,376,833
                                    
                                    
                                    $
                                    (151,029
                                    )
                                    
                                    $
                                    1,767,765Other
      comprehensive loss:-
      Foreign currency translation loss
                                    
                                    
                                    (194
                                    )
                                    
                                    
                                    (12,137
                                    )
                                    
                                    
                                    (217
                                    )
                                    
                                    
                                    (13,180
                                    )COMPREHENSIVE
      (LOSS) INCOME
                                    
                                    $
                                    (89,172
                                    )
                                    
                                    $
                                    1,364,696
                                    
                                    
                                    $
                                    (151,246
                                    )
                                    
                                    $
                                    1,754,585Basic
      weighted average number of shares
                                    
                                    
                                    140,636,387
                                    
                                    
                                    
                                    130,728,667
                                    
                                    
                                    
                                    137,385,082
                                    
                                    
                                    
                                    131,341,789Diluted
      weighted average number of shares
                                    
                                    
                                    140,636,387
                                    
                                    
                                    
                                    210,728,667
                                    
                                    
                                    
                                    137,385,082
                                    
                                    
                                    
                                    211,341,789Per
      share information:From
      continuing operation– Basic
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01From
      continuing operation– Diluted
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01From
      discontinued operation– Basic
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.00
                                    )From
      discontinued operation– Diluted
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.00
                                    )Net
      (loss) income per share – Basic
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01Net
      (loss) income per share – Diluted
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01


See
accompanying notes to condensed consolidated financial
statements.


F-2


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Six months ended June 30,2009
                            
                            
                            2008Cash
      flows from operating activities:(Loss)
      income from continuing operations
                            
                            $
                            (151,029
                            )
                            
                            $
                            1,948,014Adjustments
      to reconcile (loss) income from continuing operations to net cash provided
      by operating activities:Common
      stock issued for services, non-cash
                            
                            
                            97,258
                            
                            
                            
                            123,750Depreciation
      and amortization
                            
                            
                            2,796
                            
                            
                            
                            75,153Change
      in operating assets and liabilities:Accounts
      receivable, trade
                            
                            
                            -
                            
                            
                            
                            104,012Prepayments
      and other current assets
                            
                            
                            12,486
                            
                            
                            
                            (517,547
                            )Accounts
      payables and accrued liabilities
                            
                            
                            41,516
                            
                            
                            
                            (529,817
                            )Income
      tax recoverable
                            
                            
                            -
                            
                            
                            
                            (567,724
                            )Amount
      due to a related party
                            
                            
                            -
                            
                            
                            
                            (106,208
                            )Net
      cash provided by operating activities
                            
                            
                            3,027
                            
                            
                            
                            529,633Net
      cash used in discontinued operations
                            
                            
                            -
                            
                            
                            
                            (182,417
                            )Cash
      flows from investing activities:Decrease
      in restricted cash
                            
                            
                            260,795
                            
                            
                            
                            15,750Expenditure
      on intangible assets
                            
                            
                            -
                            
                            
                            
                            (584,749
                            )Purchase
      of property, plant and equipment
                            
                            
                            -
                            
                            
                            
                            (25,405
                            )Net
      cash provided by (used in) investing activities
                            
                            
                            260,795
                            
                            
                            
                            (594,404
                            )Net
      cash used in discontinued operations
                            
                            
                            -
                            
                            
                            
                            -Cash
      flows from financing activities:Repayment
      of amount due to related parties
                            
                            
                            6,837
                            
                            
                            
                            (54,751
                            )Net
      (decrease) increase in bank overdraft
                            
                            
                            (127,134
                            )
                            
                            
                            46,699(Repayment)
      advances under letters of credit
                            
                            
                            (380,128
                            )
                            
                            
                            89,776Drawdown
      of bank loan
                            
                            
                            251,923
                            
                            
                            
                            115,385Repayment
      of bank loan
                            
                            
                            (11,922
                            )
                            
                            
                            (483,730
                            )Repayment
      of capital lease
                            
                            
                            -
                            
                            
                            
                            (71,418
                            )Net
      cash used in financing activities
                            
                            
                            (260,424
                            )
                            
                            
                            (358,039
                            )Net
      cash used in discontinued operations
                            
                            
                            -
                            
                            
                            
                            (1,624
                            )Effect
      of exchange rate change on cash and cash equivalents
                            
                            
                            (186
                            )
                            
                            
                            (14,123
                            )NET CHANGE IN CASH AND CASH
      EQUIVALENTS
                            
                            
                            3,212
                            
                            
                            
                            (620,974
                            )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                            
                            
                            258
                            
                            
                            
                            846,907CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                            
                            $
                            3,470
                            
                            
                            $
                            225,933SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                            
                            $
                            -
                            
                            
                            $
                            100,818Cash
      paid for interest
                            
                            $
                            7,168
                            
                            
                            $
                            53,455





See
accompanying notes to condensed consolidated financial
statements.


F-3


ASIA
GLOBAL HOLDING CORP.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





Series A, Convertible
                          Preferred Stock
                        
                        
                        Common stock
                        
                        
                        
                        
                        
                        Accumulated
                          Other
                        
                        
                        
                        
                        
                        TotalNo. of shares
                        
                        
                        Amount
                        
                        
                        No. of shares
                        
                        
                        Amount
                        
                        
                        Additional
                          paid-in capital
                        
                        
                        Comprehensive
                          Loss
                        
                        
                        Accumulated
                          deficit
                        
                        
                        stockholders’
                          deficitBalance
      as of January 1, 2009
                        
                        
                        250,000
                        
                        
                        $
                        250
                        
                        
                        
                        133,362,000
                        
                        
                        $
                        133,362
                        
                        
                        $
                        17,941,172
                        
                        
                        $
                        (7,593
                        )
                        
                        $
                        (19,015,428
                        )
                        
                        $
                        (948,237
                        )Stocks
      issued for services rendered, non-cash
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,776,400
                        
                        
                        
                        8,776
                        
                        
                        
                        88,482
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        97,258Net
      loss for the period
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (151,029
                        )
                        
                        
                        (151,029
                        )Foreign
      currency translation adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (217
                        )
                        
                        
                        -
                        
                        
                        
                        (217
                        )Balance
      as of June 30, 2009
                        
                        
                        250,000
                        
                        
                        $
                        250
                        
                        
                        
                        142,138,400
                        
                        
                        $
                        142,138
                        
                        
                        $
                        18,029,654
                        
                        
                        $
                        (7,810
                        )
                        
                        $
                        (19,166,457
                        )
                        
                        $
                        (1,002,225
                        )





See
accompanying notes to condensed consolidated financial
statements.


F-4


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE
      1
            BASIS
      OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.





In the
opinion of management, the consolidated balance sheet as of December 31, 2008
which has been derived from audited financial statements and these unaudited
condensed consolidated financial statements reflect all normal and recurring
adjustments considered necessary to state fairly the results for the periods
presented. The results for the period ended June 30, 2009 are not necessarily
indicative of the results to be expected for the entire fiscal year ending
December 31, 2009 or for any future period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 2008.





NOTE
      2
            ORGANIZATION
      AND BUSINESS BACKGROUND





Asia
Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of
Nevada on February 1, 2002 as Longbow Mining Inc. On May 12, 2004, the Company
changed its name to “BonusAmerica Worldwide Corporation”. On June 6, 2006, the
Company further changed its current company name to “Asia Global Holdings
Corp.”





The
Company is focused on building businesses in China and other emerging regions
and markets in Asia and worldwide. The Company, through its subsidiaries, mainly
operates a business-to-business search engine and buyer-supplier matching web
site called “TradeDragon.com”. TradeDragon.com was
internally developed by the Company based on a combination of proprietary
industry knowledge, and expertise in global direct marketing, ecommerce and
China sourcing. The Company’s subsidiaries also sell trade information and
online marketing services related to the database to mainland Chinese companies.
The Company also produces offline advertising products such as
business-to-business trade directories and industry trade publications. The
Company is headquartered in Hong Kong, and has offices in the United States of
America (“US”) and mainland China.





Starting
from the fourth quarter of 2008, the global financial meltdown harshly impacted
the Company’s core client base of small and medium sized manufacturers located
in China who engage in manufacturing and exporting products to the United
States. This segment of manufacturers in China simultaneously experienced severe
cut-backs on bank facilities and a severe drop in export demand. The segment saw
numerous factory closings and cutbacks at the end of year 2008, particularly in
Southern China – the location of much of the Company’s key client
base.





During
the second quarter of 2009, the Company made multiple attempts to salvage the
business but all these attempts have proved unsuccessful. The Company’s business
model became unviable and no sales took place in the second quarter of 2009. As
a result, the Company believed that its core business did not have significant
value to continue the operations and returned to the development stage from
July 1, 2009.


F-5


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE  3
            GOING
      CONCERN UNCERTAINTIES





The
Company has returned to a development stage company and became inactive since
July 1, 2009. The ability of the Company to meet its obligations is dependent on
being able to successfully pursue for a new business activity. The Company's
condensed consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of
business.





NOTE
      4
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





·
              Use
      of estimates





In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the periods
reported. Actual results may differ from these estimates.





·
              Basis
      of consolidation





The
condensed consolidated financial statements include the financial statements of
AAGH, its wholly-owned and majority-owned subsidiaries including variable
interest entities ("VIEs") for which the Company is the primary beneficiary. All
significant inter-company balances and transactions within the Company have been
eliminated.





The
Company has adopted the Financial Accounting Standards Board ("FASB")
Interpretation No. 46R, “Consolidation of Variable Interest
Entities”, an Interpretation of Accounting Research Bulletin No. 51 ("FIN
46R"). FIN 46R requires a Variable Interest Entity (VIE) to be consolidated by a
company if that company is subject to a majority of the risk of loss for the VIE
or is entitled to receive a majority of the VIE’s residual returns. VIEs are
those entities in which the Company, through contractual arrangements, bears the
risks of, and enjoys the rewards normally associated with ownership of the
entities, and therefore the company is the primary beneficiary of these
entities. The results of variable interest entities established during the
period are included in the consolidated income statements from the effective
date.





·
              Cash
      and cash equivalents





Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.





·
              Property,
      plant and equipment, net





Property,
plant and equipment are stated at historical cost less accumulated depreciation
and accumulated impairment losses, if any. As of June 30, 2009, the gross
carrying value was $1,357,863, accumulated amortization and impairment was
$1,354,896 and the net carrying value was $2,967. Depreciation is calculated on
the straight-line basis over the following expected useful lives from the date
on which they become fully operational, generally ranging from 3 to 7 years.
Expenditure for maintenance and repairs is expensed as incurred.





Depreciation
expense for the three months ended June 30, 2009 and 2008 were $830 and $18,620,
respectively.





Depreciation
expense for the six months ended June 30, 2009 and 2008 were $2,565 and $22,167,
respectively.


F-6


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





·
              Intangible
      assets





Intangible
assets consist of costs paid to acquire personal customer information for use in
its advertising and database rental activities. As of June 30, 2009, the gross
carrying value was $2,788,073, accumulated amortization and impairment loss was
$2,786,265 and the net carrying value was $1,808. The Company amortizes the cost
of these assets over a period of six to five years.





Amortization
expense totaled $116 and $26,512 for the three months ended June 30, 2009 and
2008.





Amortization
expense totaled $231 and $52,986 for the six months ended June 30, 2009 and
2008.





·
              Impairment
      of long-lived assets





In
accordance with Statement of Financial Accounting Standard ("SFAS") No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets,”the Company reviews its long-lived
assets, including property, plant and equipment and intangible assets, for
impairment whenever events or changes in circumstances indicate that the
carrying amounts of the assets may not be fully recoverable. If the total of the
expected undiscounted future net cash flows is less than the carrying amount of
the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. There has been no impairment as of June 30,
2009.





·
              Revenue
      recognition





In
accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
transfer of title has occurred or services have been rendered, the selling price
is fixed or determinable and collectibility is reasonably assured.





Revenues
from database rentals are recorded at the time the services are provided. The
Company entered into sale-through agreements with 8 (2008: 8) distributors
located in Hong Kong and China which in turn will be responsible to recruit new
members and take orders from the existing members of TradeDragon.com. The
members can enjoy the following services from the Company (a) advertising
placement on the business directories and trade publications that are produced
by Sino Trade, (b) internet direct marketing services by the means of
traditional mail and emails distribution, (c) membership to TradeDragon.com
webpage in which the members exhibit their products and services and search for
their buyers or suppliers through search engine marketing tool and international
trade portal.





·
              Income
      taxes





The
Company accounts for income tax using SFAS No. 109 “Accounting for Income
Taxes”, which requires the asset and liability approach for financial
accounting and reporting for income taxes. Under this approach, deferred income
taxes are provided for the estimated future tax effects attributable to
temporary differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the years
of recovery or reversal and the effect from a change in tax rates is recognized
in the statements of operations in the period of enactment. A valuation
allowance is provided to reduce the amount of deferred tax assets if it is
considered more likely than not that some portion of, or all of the deferred tax
assets will not be realized.


F-7


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





The
Company also adopts the provisions of the Financial Accounting Standards
Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” ("FIN 48"). FIN 48 prescribes a
recognition threshold and measurement process for recording in the financial
statements uncertain tax positions taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. The adoption of FIN 48 did not have a significant impact on the
Company’s consolidated financial statements. In connection with the adoption of
FIN 48, the Company analyzed the filing positions in all of the federal, state
and foreign jurisdictions where the Company and its subsidiaries are required to
file income tax returns, as well as all open tax years in these jurisdictions.
The Company adopted the policy of recognizing interest and penalties, if any,
related to unrecognized tax positions as income tax expense. The Company did not
have any unrecognized tax positions or benefits and there was no effect on the
financial condition or results of operations for the period ended June 30, 2009
and 2008. The Company’s tax returns remain open subject to examination by major
tax jurisdictions.





The
Company conducts its major businesses in Hong Kong and Malaysia and is subject
to tax jurisdiction in various countries. As a result of its business
activities, the Company files tax returns that are subject to examination by the
local and foreign tax authorities.





·
              Net
      (loss) income per share





The
Company calculates net (loss) income per share in accordance with SFAS No.
128,“Earnings per
Share.” Basic (loss) income per share is computed by dividing the net
(loss) income by the weighted-average number of common shares outstanding during
the period. Diluted (loss) income per share is computed similar to basic (loss)
income per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common stock equivalents had been issued and if the additional common shares
were dilutive.





·
              Comprehensive
      income (loss)





SFAS No.
130, “Reporting Comprehensive
Income”, establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income consists of changes in unrealized gains and
losses on foreign currency translation. This comprehensive income is not
included in the computation of income tax expense or benefit.





·
              Foreign
      currencies translation





Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.





The
reporting currency of the Company is United States dollar ("US$"). The
functional currency of the Company's subsidiary operating in Hong Kong is Hong
Kong Dollars ("HK$") and its financial records are maintained and its statutory
financial statements are prepared in HK$. The functional currency of the
Company's subsidiary established in the PRC is Renminbi Yuan ("RMB") and its
financial records are maintained and its financial statements are prepared in
RMB.





In
general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with
SFAS No. 52, “Foreign Currency
Translation”, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The
gains and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders’
equity.


F-8


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





·
              Stock-based
      compensation





The
Company adopts SFAS No. 123 (revised 2004), “Share-Based Payment“, using
the fair value method, which requires the measurement and recognition of
compensation expense for all share-based awards made to consultants, employees
and directors, including employee stock options and shares issued through its
employee stock purchase plan, based on estimated fair values.





·
              Related
      parties





Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.





·
              Segment
      reporting





SFAS No.
131, “Disclosures about
Segments of an Enterprise and Related Information” establishes standards
for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about
geographical areas, business segments and major customers in the financial
statements. The Company operates one reportable segment in media and advertising
business.





·
              Fair
      value measurement





The
Company has adopted SFAS No. 157, “Fair Value Measurements”
(“FAS 157”), for all financial instruments and non-financial instruments
accounted for at fair value on a recurring basis and for all non-financial
instruments accounted for at fair value on a non-recurring basis. FAS 157
establishes a new framework for measuring fair value and expands related
disclosures. The Company has also adopted FASB FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. Adoption of
the FSP had an insignificant effect on the Company’s financial
statements.





FAS 157
establishes a new framework for measuring fair value and expands related
disclosures. Broadly, FAS 157 framework requires fair value to be determined
based on the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants. FAS 157 establishes a three-level valuation hierarchy based upon
observable and non-observable inputs. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as
inputs other than quoted prices in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.


F-9


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





·
              Recent
      accounting pronouncements





The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments.” This FSP amends SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments,” and Accounting Principles Board (“APB”) Opinion
No. 28, “Interim Financial
Reporting.” (“FAS 107”) This FSP requires publicly-traded entities to
disclose in the body or in the accompanying notes of its summarized financial
information for interim reporting periods and in its financial statements for
annual reporting periods, the fair value of all financial instruments for which
it is practicable to estimate that value, whether recognized or not recognized
in the statement of financial position, as required by FAS 107. This FSP is
effective for interim and annual reporting periods ending after June 15, 2009.
The Company adopted FSP FAS 107-1 and APB 28-1 for the period ended June 30,
2009.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“FAS
165”), which establishes general standards of accounting for, and requires
disclosure of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The Company
adopted the provisions of FAS 165 for the quarter ended June 30, 2009. The
adoption of FAS 165 did not have a material effect on the consolidated financial
statements.





In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of
Financial Assets, an amendment to SFAS No. 140” (“FAS 166”). FAS 166
eliminates the concept of a “qualifying special-purpose entity,” changes the
requirements for derecognizing financial assets, and requires additional
disclosures in order to enhance information reported to users of financial
statements by providing greater transparency about transfers of financial
assets, including securitization transactions, and an entity’s continuing
involvement in and exposure to the risks related to transferred financial
assets. FAS 166 is effective for fiscal years beginning after November 15, 2009.
The Company will adopt FAS 166 in fiscal 2010 and is evaluating the impact it
will have on the consolidated results of the Company.





In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)” (“FAS 167”). The amendments include: (1) the elimination of
the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. FAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company will adopt FAS 167 in fiscal 2010 and is
evaluating the impact it will have on the consolidated results of the
Company.





In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles — a
replacement of FASB Statement No. 162” (“FAS 168”). FAS 168 replaces SFAS
No. 162, “The Hierarchy of
Generally Accepted Accounting Principles” and establishes the “FASB Accounting Standard
Codification TM ” (“Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with generally
accepted accounting principles in the United States. All guidance contained in
the Codification carries an equal level of authority. On the effective date of
FAS 168, the Codification will supersede all then-existing non-SEC accounting
and reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become nonauthoritative. FAS
168 is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. The Company has evaluated this new statement,
and has determined that it will not have a significant impact on the
determination or reporting of the financial results.


F-10


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE
      5
            AMOUNTS
      DUE FROM A RELATED PARTY





As of
June 30, 2009, amounts due from a related party represented temporary advances
made to a director of a subsidiary of $39,677, which was unsecured, interest
free and repayable on demand.





NOTE
      6
            PREPAYMENTS
      AND OTHER CURRENT ASSETS





Prepayments
and other current assets consisted of the following:





June 30, 2009
                
                
                December 31, 2008(Unaudited)
                
                
                (Audited)Utility
      deposits
                
                $
                24,879
                
                
                $
                24,879Prepaid
      expenses
                
                
                38,107
                
                
                
                38,107Other
      prepayments and receivables
                
                
                -
                
                
                
                12,486$
                62,986
                
                
                $
                75,472





NOTE
      7
            SECURED
      BANK LOANS





The
Company’s subsidiary operating in Hong Kong is committed under certain secured
bank term loans bearing interest at the rates ranging from 4.25% per annum to 7%
per annum, payable in monthly installments, due through February 2011 and
guaranteed by the director of the Company. In accordance with default provisions
in the agreement, overdue interest will be charged at a rate ranging from 9.25%
to 36% per annum on such late payments.





During
the period ended June 30, 2009, the Company has failed to meet certain monthly
installment repayment requirement under the financial obligations and debt
agreements. The Company has been working with the different creditors to
restructure the existing debt; however, an agreement satisfactory to the Company
has not been reached. A total of $298,443 bank loans are subject to accelerated
maturity and the creditors may, at their option, give notice to the Company that
amounts owed are immediately due and payable. Hence, the full amount of the bank
loans outstanding is reclassified to a current liability in the accompanying
condensed consolidated balance sheet as of June 30, 2009.





NOTE
      8
            OBLIGATION
      UNDER CAPITAL LEASE





The
Company purchased part of its studio equipment and financed these equipment with
a capital lease arrangement with Dah Sing Bank Limited, an independent financial
institution in Hong Kong, with an interest rate of 9.83% per annum, due July 30,
2009 and repayable $13,615 principal and interest monthly.





As of
June 30, 2009, the obligation under capital lease is amounted to $117,670, which
will be fully repaid in the next 12 months.


F-11


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE
      9
            STOCKHOLDERS’
      DEFICIT





(a)
            Form
      S-8





On
January 20, 2009, the Company authorized 10,000,000 shares of common stock under
the Registration Statement on Form S-8 relating to the registration of the
AAGH's 2009 Non-Qualified Incentive Stock Compensation Plan (“the 2009 Plan”) as
filed with the SEC on January 21, 2009.





(b)
            Stock
      based compensation





Respectively,
on January 28, 2009, February 13, 2009, April 1, 2009 and May 4, 2009, the
Company granted and issued the aggregate 8,776,400 unrestricted shares of its
common stock under the 2009 Plan to a consultant for legal service rendered. The
fair value of this stock issuance was determined using the fair market value of
the Company’s common stock on the grant date, at a stock price ranging from
$0.005 to $0.03 per share. The Company recognized the stock based compensation
of $97,258 at its fair value to the statements of operations for the period
ended June 30, 2009.





As of
June 30, 2009, the number of authorized and outstanding shares of the Company’s
common stock was 300,000,000 shares and 142,138,400 shares,
respectively.





NOTE
      10
            INCOME
      TAXES





During
the period ended June 30, 2009 and 2008, the Company has subsidiaries and
branches that operate in various countries: United States, Hong Kong, Malaysia
and the PRC that are subject to tax in the jurisdictions in which they operate,
as follows:





United
States of America





AAGH is
registered in the State of Nevada and is subject to United States tax
law.





As of
June 30, 2009, the United States operation had $18,095,588 cumulative net
operating losses available for federal tax purposes, which are available to
offset future taxable income. The net operating loss carryforwards begin to
expire in 2029. The Company has provided for a full valuation allowance of
$6,152,500 for future tax benefits from net operating loss carryforwards as the
management believes it is more likely than not that these assets will not be
realized in the future.





Hong
Kong





For the
period ended June 30, 2009, the Company’s subsidiaries, Sino Trade, Idea Asia
and CMP generated no revenue and suffered from operating loss under the Hong
Kong Profits Tax at the statutory income rate of 16.5% (2008: 16.5%). No
provision for income tax expense was recorded accordingly. However, the Company
has income tax recoverable of $183,151 at June 30, 2009, due to tax credit from
the recovery of current income tax by means of carry bank claims in excess of
amounts previously recognized in prior years after the examination of 2007 tax
return.





As of
June 30, 2009, Hong Kong operation generated approximately $5,741,281 of net
operating loss carryforwards for Hong Kong tax purpose at no expiration. No
benefit for income taxes has been recognized due to the uncertainty of the
realization of any tax assets.


F-12


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Malaysia





AAGH’s
consolidated affiliate is registered under the Labuan Offshore Financial
Services Authority, Malaysia and subject to Malaysian Income Tax Law at a
preferential rate of 3% of net income or a fixed sum of $5,876 (equivalent to
Ringgit Malaysian 20,000). For the period ended June 30, 2009, the affiliate
generated no continuing operation before income taxes and no provision for
income tax expense was recorded.





The
PRC





AAGH’s
subsidiary operating in the PRC is subject to the Corporate Income Tax Law of
the PRC (the “New CIT Law”) at a statutory rate of 25% on the subsidiary's
assessable profits, based on existing PRC tax legislation, interpretations and
practices in respect thereof. The subsidiary was exempted from the Corporate
Income Law because it generated an operating loss for the six months ended June
30, 2009.





Deferred
tax assets and liabilities reflect the tax impact of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
and income tax purposes. Significant components of the net deferred tax assets
and liabilities as of June 30, 2009 and December 31, 2008 were as
follows:





June 30, 2009
                  
                  
                  December 31, 2008(Unaudited)
                  
                  
                  (Audited)Deferred tax assets:Net
      operating loss carryforwards from:-
      United States
                  
                  $
                  6,152,500
                  
                  
                  $
                  6,119,335-
      Hong Kong
                  
                  
                  947,311
                  
                  
                  
                  937,086-
      The PRC
                  
                  
                  262,515
                  
                  
                  
                  260,443Total
      deferred tax assets
                  
                  
                  7,362,326
                  
                  
                  
                  7,316,864Less:
      valuation allowance
                  
                  
                  (7,362,326
                  )
                  
                  
                  (7,316,864
                  )Deferred
      tax assets
                  
                  $
                  -
                  
                  
                  $
                  -





As of
June 30, 2009, the aggregate cumulative tax losses of $25,586,974 are available
to be carried forward indefinitely to offset future taxable income, if
unutilized. The Company has provided for a full valuation allowance against the
deferred tax assets of $7,362,326 on the expected future tax benefits from the
net operating loss carryforwards as the management believes it is more likely
than not that these assets will not be realized in the future. For the six
months ended June 30, 2009, the valuation allowance increased by $45,462,
primarily relating to net operating loss carryforwards.





NOTE
      11
            CONCENTRATIONS
      OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





For the
three and six months ended June 30, 2009 and 2008, there was no customer account
for 10% or more of revenues.


F-13


ASIA
GLOBAL HOLDINGS CORP.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





(b)
            Major
      vendors





For the
three and six months ended June 30, 2009 and 2008, there was no vendor account
for 10% or more of purchases.





(c)
              Interest
      rate risk





As the
Company has no significant interest-bearing assets, the Company’s income and
operating cash flows are substantially independent of changes in market interest
rates.





The
Company’s interest-rate risk arises from short-term and long-term borrowings.
Borrowings issued at variable rates expose the Company to cash flow
interest-rate risk. Borrowings issued at fixed rates expose the Company to fair
value interest-rate risk. Company policy is to maintain approximately all of its
borrowings in fixed rate instruments. As of June 30, 2009, all of borrowings
were at fixed rates.





NOTE
      12
            COMMITMENT
      AND CONTINGENCIES





(a)
            Litigation





The
Company is subject to a limited number of claims and actions that arise in the
ordinary course of business. The litigation process is inherently uncertain, and
it is possible that the resolution of the Company exists and future litigation
may adversely affect the Company. Management is unaware of any matters that may
have a material impact on the Company's financial position, results of
operations, or cash flows.





(b)
            Operating
      leases





The
subsidiaries operating in Hong Kong and the PRC were committed under various
operating leases with a term of 2 years with fixed monthly rentals, due June 15,
2010. During the first quarter of 2009, these operating leases were agreed to
have the early termination.





Since the
Company does not own any real property, a director of the Company has provided
office services without charge. Such costs are immaterial to the financial
statements and accordingly are not reflected herein.





(c)
            Contractual
      obligations





The
Company has incurred various contractual obligations in the normal course of the
financing activities with financial institutions in Hong Kong. As of June 30,
2009, the Company has the future contractual cash obligations with the aggregate
interest charges and principals totaling $446,902 due in the next 12
months.


F-14





ITEM
      2.
            MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
      OPERATION


The
following review concerns the three months ended June 30, 2009 and 2008, which
should be read in conjunction with the audited consolidated financial statements
and notes thereto presented in the Form 10-K.





Forward
Looking Statements





The
information in this discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, including statements regarding our
capital needs, business strategy and expectations. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. We disclaim any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.





Overview
and Future Plan of Operations





On
October 29, 2008, the Company accepted the resignation of Michael Mak as the
Company’s Chief Executive Officer, Chief Financial Officer and as a Director,
prior to the acceptance of Mr. Mak’s resignation, the Board of Directors
appointed John Leper, Chairman of the Board of Directors, Chief Executive
Officer and Chief Financial Officer. The Board also appointed Hin Lee Kwong as
Secretary and as a Director of the Board.  John Leper, 53, has been
the Company’s Secretary, a member of the Board of Directors and Vice President
contributing in the areas of marketing, business development, corporate planning
and strategy since 2004. From May 2001 to September 2003, Mr. Leper served as
the Chief Marketing Officer and Strategist for Stanford International Holding
Corporation. Hin Lee Kwong, 50, has served as a Director of the Company’s
wholly-owned subsidiary Sino Trade-Intelligent Development Corp. Ltd. (“Sino
Trade”). Since joining Sino Trade, Mr. Kwong has been responsible for the
overall strategy and administrative affairs of the subsidiary.





On
November 17, 2008, Mr. Mak notified the Board of Directors that he was
surrendering 150,000 shares of Series A Stock back to the Company for
cancellation. The Board of Directors approved the surrendering of the 150,000
shares of the Series A Stock. After the return of the 150,000 shares of the
Series A Stock, Mr. Mak still controls 250,000 shares of the Series A Stock. The
Company contacted its transfer agent to cancel the 150,000 shares of the Series
A Stock. Prior to these activities, on August 18, 2006 the Company entered into
an Employment Agreement with Mr. Mak. As part of his compensation, Mr. Mak
received 500,000 shares of the Company’s Series A Convertible Preferred Stock
(“Series A Stock”).  Then on October 9, 2007, Mr. Mak converted
100,000 shares of his Series A Stock into 20,000,000 144 Restricted shares of
the Company’s Common Stock. This left Mr. Mak, at that time, with 400,000 shares
of the Series A Stock.





In March
of 2009 Sino Trade entered into talks with a US based company regarding the
potential acquisition of its wholly-owned subsidiary Idea Asia.





On April
21, 2009 Idea Asia Limited and Global Media & Entertainment Group (GMEG)
entered into an agreement whereby GMEG agrees to acquire Idea Asia from AAGH
subsidiary Sino Trade Intelligent Development Corp (Sino Trade) in return for
7.5% of GMEG's common stock and other considerations. The deal is pending
exchange of consideration. Either party may terminate the deal any time after
May 15, 2009 if the deal is not closed by that date. As there was no exchange of
consideration the deal was terminated.


4


Currently





Near the
end of 2008 and beginning of 2009 our Sino Trade subsidiary began feeling the
effects of the global financial turndown. Sino Trade focuses exclusively on
selling business-to-business advertising to small manufactures in China. The
financial meltdown during the fourth quarter of 2008 harshly impacted Sino
Trade’s core client base of small and medium sized manufacturers located in
China who engage in manufacturing and exporting products to the United States.
The full effect was not fully realized until the first quarter of 2009 when it
became more apparent to Sino Trade management that many of its customers may not
recover from the recent global financial crisis soon if at all. As a result,
Sino Trade incurred significant losses.  Going forward Sino Trade
Management is exploring options to revitalize the subsidiary. However, at this
time there is no signal that the adverse effects of the downturn have
ceased.





Management
is pursuing the potential for investment and or acquisition of Idea Asia and
believes this to be the best option for benefiting from its investment in the
subsidiary.





We have
not yet been able to raise the additional capital required to execute many
components of our overall business plan. As such, some of our plans will remain
inactive while we focus the resources we have available on only the
opportunities with the greatest potential for long-term success and benefit for
shareholders.





Results
of Operations for the Three and Six Months Ended June 30, 2009 and
2008





During
the three and six month periods ended June 30, 2009 and 2008 we experienced net
losses income of $88,978 and $151,029 respectively with operating revenues of $0
and $36,603 respectively.





Revenue





During
the three and six month periods ended June 30, 2009 and 2008, we had revenues of
$0 and $36,603 in 2009 respectively and $2,837,939 and $4,362,285 respectively
in 2008. The decreases are fully attributable to decreased sales resulting from
economic problems of our core customer base.





Operating
expenses





For the
three and six month periods ended June 30, 2009, operating expenses totaled
$59,423 and $149,799 respectively compared to $842,601 and $1,184,060 for the
same periods ended June 30, 2008.  Operating expenses for the three
and six month periods ended June 30, 2009 are attributable primarily to general
and administrative expenses.





Net
Loss/ Income





For the
three and six month periods ended June 30,2009 we experienced a net losses of
$88,978 and $151,029 compared to net income of $1,376,833 for and
$1,767,765 for the same period in 2008. The decrease in profitability is
primarily attributed to decreased sales resulting from economic problems of our
core customer base.





Trends,
Events, and Uncertainties





Demand
for our services and products will be dependent on, among other things, market
acceptance of our concept and general economic conditions, which are cyclical in
nature. Our business operations have been adversely affected by recent economic
conditions and may be further affected by our competitors and prolonged
recessionary periods. We are in the process of seeking additional financing to
accelerate our business plan. There is no assurance additional financing will be
available, or if available, that it will be available on reasonable terms. Even
if we do obtain such financing, there is no assurance that we will be able to
generate profitable operations.





Liquidity
and Capital Resources for the Three and Six Months Ended June 30, 2009 and
2008





Cash
flows from operating activities





For the
six month ended June 30, 2009 we experienced cash flows provided by operations
in the amount of $3,027.


5


Cash
flows from investing activities





Net cash
used in investing activities for the six months ended June 30, 2009 was $260,795
from the release of restricted cash.





Cash
flows from financing activities





Net cash
used in financing activities for the six months ended June 30, 2009 was $260,424
on the repayments of bank borrowings.





Liquidity





Our
growth plans require additional funding from outside sources. We intend to
pursue discussions with existing shareholders, third party financing sources and
potential lenders to ensure access to funds as required. Our future liquidity
will depend on our revenue growth and our ability to sell our products and
services at positive gross margins and control our operating expenses. Over the
coming twelve months, we expect to spend approximately $300,000 for operating
expenses. These capital needs must be met from external sources of
financing.





The
accompanying consolidated financial statements contemplate continuation of the
Company as a going concern. Due to the Company’s continuous loss and the current
economic conditions substantial doubt to continue as a going concern is raised
and realization of a major portion of the assets in the accompanying
consolidated balance sheet is dependent upon the continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financing requirements and the success of its future operations.





Management
believes the Company has the ability to continue as a going concern only if it
can meet its financing requirements through external sources of financing.
Management plans to continue reviewing all aspects of its business and make
adjustments as needed to those considered unprofitable. The Company must meet
its financing requirements through external sources of financing or the Company
cannot continue to operate as a going concern. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities or any other adjustment that might be necessary should the Company
be unable to continue as a going concern.





On a
long-term basis, our liquidity will be dependent on establishing profitable
operations, receipt of revenues, additional infusions of capital and additional
financing. If necessary, we may raise capital through an equity or debt
offering. The funds raised from this offering will be used to develop and
execute our business plan. However, there can be no assurance that we will be
able to obtain additional equity or debt financing in the future, if at all. If
we are unable to raise additional capital, our growth potential will be
adversely affected.





Critical
Accounting Policies





The
financial statements are prepared in accordance with accounting principles
generally accepted in the U.S., which requires us to make estimates and
assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. In preparing these
financial statements, management has made its best estimates and judgments of
certain amounts included in the financial statements, giving due consideration
to materiality. We do not believe there is a great likelihood that materially
different amounts would be reported related to the accounting policies described
below. However, application of these accounting policies involves the exercise
of judgment and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates.





Impairment
of long-lived assets





In
accordance with Statement of Financial Accounting Standard ("SFAS") No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets,”we review our long-lived assets,
including property, plant and equipment and intangible assets, for impairment
whenever events or changes in circumstances indicate that the carrying amounts
of the assets may not be fully recoverable. If the total of the expected
undiscounted future net cash flows is less than the carrying amount of the
asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset.


6


Accounting
for stock-based compensation





We adopt
SFAS No. 123 (revised 2004), “Share-Based Payment“, using
the fair value method, which requires the measurement and recognition of
compensation expense for all share-based awards made to consultants, employees
and directors, including employee stock options and shares issued through its
employee stock purchase plan, based on estimated fair values.





Income
taxes





We adopt
the provisions of the Financial Accounting Standards Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a
recognition threshold and measurement process for recording in the financial
statements uncertain tax positions taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. The adoption of FIN 48 did not have a significant impact on our
consolidated financial statements.





Employees





As of
June 30, 2009, we had two employees.  If needed we may employ independent
contractors for production, engineering, marketing, and sales.





Website
Access to our SEC Reports





The
public may read and copy any materials filed with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or through the SEC
website at www.sec.gov. The Public Reference Room may be contact at (800)
SEC-0330. You may also access our other reports via that link to the SEC
website.





ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Interest
Rate Risk





We are
exposed to interest rate risk primarily with respect to our short-term bank
loans. Although the interest rates are fixed for the terms of the loans, the
terms are typically twelve months and interest rates are subject to change upon
renewal.  A hypothetical 1.0% increase in the annual interest rates
for all of our credit facilities at $423,000 would decrease net income before
provision for income taxes by approximately $1,400 for the three months ended
June 30, 2009. Management monitors the banks’ interest rates in conjunction with
our cash requirements to determine the appropriate level of debt balances
relative to other sources of funds. We have not entered into any hedging
transactions in an effort to reduce our exposure to interest rate
risk.





Foreign
Exchange Risk





While our
reporting currency is the U.S. Dollar, all of our consolidated revenues and
consolidated costs and expenses are denominated in Renminbi. All of our assets
are denominated in RMB except for cash. As a result, we are exposed to foreign
exchange risk as our revenues and results of operations may be affected by
fluctuations in the exchange rate between U.S. Dollars and RMB. If the RMB
depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and
assets as expressed in our U.S. Dollar financial statements will decline. We
have not entered into any hedging transactions in an effort to reduce our
exposure to foreign exchange risk.





Inflation





Inflationary
factors such as increases in the cost of our product and overhead costs may
adversely affect our operating results. Although we do not believe that
inflation has had a material impact on our financial position or results of
operations to date, a high rate of inflation in the future may have an adverse
effect on our ability to maintain current levels of gross margin and selling,
general and administrative expenses as a percentage of net revenues if the
selling prices of our products do not increase with these increased
costs.


7


ITEM
4.              CONTROLS
AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures.





Based on
an evaluation under the supervision and with the participation of management,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended
("Exchange  Act") were effective as of March 31, 2009 to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms and (ii) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2009, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting. Given
the extreme global financial events that occurred in last part of 2008 and the
effect these events had on our business, management has contemplated its current
controls and concluded that its controls are effective for its current level of
business operations.  Management plans to reevaluate controls as
needed.





PART
II - OTHER INFORMATION





ITEM
1.              LEGAL
PROCEEDINGS





We are
not involved in any material pending legal proceedings at this time, and
management is not aware of any contemplated proceeding by any governmental
authority.





ITEM
1A.           RISK
FACTORS





Risks
Related to the Company





You
should not place undue reliance on our financial guidance, nor should you rely
on our quarterly or annual operating results as an indication of our future
performance because our results of operations are subject to significant
fluctuations.





We may
experience significant fluctuations in our quarterly or annual operating results
due to a variety of factors, many of which are outside of our control.
Significant fluctuations in our operating results could be caused by any of the
factors identified in this section, including but not limited to our ability to
retain existing customers, attract new customers at a steady rate and maintain
user satisfaction; the announcement or introduction of new or enhanced services,
content and products by us or our competitors; significant news events that
increase traffic to our websites; technical difficulties, system downtime or
Internet failures; demand for advertising space from advertisers; seasonality of
the advertising market; the amount and timing of operating costs and capital
expenditures relating to expansion of our business, operations and
infrastructure; governmental regulation; seasonal trends in Internet use; a
shortfall in our revenues relative to our forecasts and a decline in our
operating results due to our inability to adjust our spending quickly; and
general economic conditions and economic conditions specific to the Internet,
electronic commerce and the Greater China market. As a result of these and other
factors, you should not place undue reliance on our financial guidance, nor
should you rely on quarter-to-quarter comparisons of our operating results as
indicators of likely future performance. Our quarterly revenue and earnings per
share guidance is our best estimate at the time we provide guidance. Our
operating results may be below our expectations or the expectations of public
market analysts and investors in one or more future quarters. If that occurs,
the price of our ordinary shares could decline and you could lose part or all of
your investment.


8


Disputes
concerning media content and intellectual property may adversely affect
us.





Most of
our media content is subject to arrangements with third parties pursuant to
which we have licensed certain rights to use and distribute media content owned
by third parties or have licensed to third parties certain rights to use and
distribute media content that we own. In addition, we have a number of
agreements with third parties concerning the use of our media content and
intellectual property, including agreements regarding royalties, distribution,
duplication, etc. Allegations that we do not have rights to use media content
and other disputes arising from such arrangements can be costly and may have a
material adverse impact on our results.





Third
parties that are engaged by the Company may have legal action brought against
them which could adversely affect us or may result in legal action against the
Company.





We work
with several third parties in our TV Entertainment and Media & Advertising
segments.  Such agreements could result in legal action being brought
against a third party which we have no control over and could result in the
Company being brought into such legal action.  Such litigation may
impose a heavy financial burden on the Company.





Work
stoppages could adversely impact our operations.





Although
none of our employees are represented by a labor union, it is common for
television directors, producers, production staff and actors at television
production companies to belong to a union. There can be no assurance that our
employees will not join or form a labor union or that we, for certain purposes,
will not be required to become a union signatory. We may be directly or
indirectly dependent upon certain union members, and work stoppages or strikes
organized by such unions could have a material adverse impact on our business,
financial condition or results of operations. If a work stoppage occurs, it
could delay the completion of our television productions and have a material
adverse effect on our business operating results or financial
condition.





If
we lost any key personnel, our business will be adversely affected.





Our
success depends, to a significant extent, upon our senior management and key
sales and technical personnel, particularly our Chief Executive Officer, who is
also our interim Chief Financial Officer. The competition for experienced and
talented executives, senior managers and technical and sales personnel has
become intense in our industry. The loss of the services of one or more of these
persons, other similarly positioned members of management or other key personnel
could materially and adversely affect our ability to develop our
business.





In
order to continue to operate efficiently and to grow our business, we will need
to attract and retain qualified personnel and manage our costs, which we may be
unable to do.





Our
success depends on our ability to attract and retain qualified technical, sales
and marketing, customer support, financial and accounting, and managerial
personnel. We may expand our total workforce and will need to continue to
attract qualified personnel in order to grow our business successfully. Even if
we are successful in attracting new staff, we may not be able to increase
revenue quickly enough to offset the costs of the additional personnel. Any of
these contingencies could cause our business to suffer.





We have
experienced in the past, and may continue to experience in the future,
particular difficulty in hiring and retaining qualified staff. Competition for
staff is very high, and training is difficult because the required skill set is
complex and there is no industry standard. If we are unable to attract, train
and retain qualified search staff, we may not remain competitive and could lose
business and our customers, which could have an adverse effect on
revenue.


9


While
we believe that we currently have adequate internal control procedures in place,
we are still exposed to potential risks from recent legislation requiring
companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of
2002.





While we
believe that we currently have adequate internal control procedures in place, we
are still exposed to potential risks from recent legislation requiring companies
to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002. Under
the supervision and with the participation of our management, we have evaluated
our internal controls systems in order to allow management to report on our
internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We have
performed the system and process evaluation and testing required in an effort to
comply with the management certification requirements of Section 404. As a
result, we have incurred additional expenses and a diversion of management's
time. If we are not able to continue to meet the requirements of Section 404 in
a timely manner or with adequate compliance, we might be subject to sanctions or
investigation by regulatory authorities, such as the SEC or the Nasdaq National
Market. Any such action could adversely affect our financial results and the
market price of our ordinary shares.





Our
stock price has been historically volatile and may continue to be volatile,
which may make it more difficult for you to resell shares when you want at
prices you find attractive.





The
trading price of our ordinary shares has been and may continue to be subject to
considerable daily fluctuations. During the three months ended June 30, 2009,
the closing sale prices of our ordinary shares on the Over-the-Counter Bulletin
Board ranged from $0.0026 to $0.025 per share and the closing sale price on
August 6, 2009 was $0.0022 per share. Our stock price may fluctuate in response
to a number of events and factors, such as quarterly variations in operating
results, announcements of technological innovations or new products and media
properties by us or our competitors, changes in financial estimates and
recommendations by securities analysts, the operating and stock price
performance of other companies that investors may deem comparable, new
governmental restrictions or regulations and news reports relating to trends in
our markets. In addition, the stock market in general, and the market prices for
China-related and Internet-related companies in particular, have experienced
extreme volatility that often has been unrelated to the operating performance of
such companies. These broad market and industry fluctuations may adversely
affect the price of our ordinary shares, regardless of our operating
performance.





We
have a single shareholder who can substantially influence the outcome of all
matters voted upon by our shareholders and whose interests may not be aligned
with yours.





Michael
Mak, our former Chief Executive Officer, beneficially holds the majority
shareholder vote. As a result, Mr. Mak is able to substantially influence all
matters requiring the approval of our shareholders, including the election of
directors and the approval of significant corporate transactions such as
acquisitions. This concentration of ownership could delay, defer or prevent a
change in control or otherwise impede a merger or other business combination
that the Board of Directors or other shareholders may view
favorably.





We
may be exposed to infringement claims by third parties, which, if successful,
could cause us to pay significant damage awards.





Third
parties may initiate litigation against us alleging infringement of their
proprietary rights. In the event of a successful claim of infringement and our
failure or inability to develop non-infringing technology or license the
infringed or similar technology on a timely basis, our business could be harmed.
In addition, even if we are able to license the infringed or similar technology,
license fees could be substantial and may adversely affect our results of
operations.





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





None.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.


10


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





None.





ITEM
5.              OTHER
INFORMATION





On April
14, 2009, the Company filed with the Commission a Form 8-K stating that
management and the Board of Directors concluded that the Company’s previously
issued financial statements as of and for the three months and nine months ended
September 30, 2008, as included in the Quarterly Report on Form 10-Q filed with
the Commission on November 19, 2008 should no longer be relied upon because of
errors in such financial statements.





ITEM
6.              EXHIBITS





INDEX
TO EXHIBITS


OF


ASIA
GLOBAL HOLDINGS CORP.





31.1
            Rule
      13a-14 (a)/15d-14 (a) Certification of Chief Executive
    Officer31.2
            Rule
      13a-14 (a)/15d-14 (a) Certification of Chief Financial
    Officer32.1
            Section
      1350 Certification of Chief Executive Officer32.2
            Section
      1350 Certification of Chief Financial
Officer





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




ASIA
      GLOBAL HOLDINGS CORP./s/ John LeperDated:
      September 8, 2009
            
            John
      Leper, Chief Executive Officer
              (Principal
      executive officer)





/s/ John LeperDated:
      September 8, 2009
              
              John
      Leper, Chief Financial Officer
                (Principal
      financial officer)





11