**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM 10-Q**
  
 x
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                  ACT
                  OF 1934****For
                  the quarter ended March 31,
                  2008**
 
 **-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)**1601-1604
                  CRE Centre**
              
              (Zip
                  code)**889
                  Cheung Sha Wan Road****Kowloon,
                  Hong 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.
 Yesþ No  ̈
 
 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 þ
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rue
        12b-2of the Exchange Act).
 Yes  ̈ No
        þ
  The
        number of shares outstanding of each of the Registrant’s classes of common
        stock, as of May 17, 2008 was 129,862,000 shares, all of one class of $0.001
        par
        value Common Stock.
  
  **ASIA
        GLOBAL HOLDINGS CORP.**
 **FORM
        10-Q**
 **Quarter
        Ended March 31, 2008**
 **TABLE
        OF CONTENTS**
 
 **Page****PART
                  I— FINANCIAL INFORMATION**Item
                  1
              Financial
                  StatementsUnaudited
                  Consolidated Balance Sheets as of March 31, 2008 and
                December
                  31, 2007
              
              F-2Unaudited
                  Consolidated Statements of Operations for the
                Three
                  Months Ended March 31, 2008 and 2007
              
              F-3Unaudited
                  Consolidated Statements of Cash Flows for the
                Three
                  Months Ended March 31, 2008 and 2007
              
              F-4Unaudited
                  Consolidated Statements of Changes in Stockholder Equity
                Ended
                  March 31, 2008
              
              F-5Notes
                  to Unaudited Condensed Consolidated Financial Statements
                Ended
                  March 31, 2008
              
              F-6 – F-20Item
                  2
              Managements
                  Discussion and Analysis of Financial Condition and Results of
                  Operation
              
              4Item
                  3
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              13Item
                  4T
              Controls
                  and Procedures
              
              13**PART
                  II—OTHER INFORMATION**Item
                  1
              Legal
                  Proceedings
              
              14Item
                  1A
              Risk
                  Factors
              
              14Item
                  2
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              24Item
                  3
              Defaults
                  Upon Senior Securities
              
              24Item
                  4
              Submission
                  of Matters to a Vote of Security Holders
              
              24Item
                  5
              Other
                  Information
              
              24Item
                  6
              Exhibits
              
              25**SIGNATURES**
              
              **25**
  Page
            2 of
            25
  **SPECIAL
        NOTE ON FORWARD LOOKING STATEMENTS**
  This
        Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis
        of Financial Condition and Results of Operations" in Item 2 of Part I of
        this
        report include forward-looking statements. These statements involve known
        and
        unknown risks, uncertainties and other factors that may cause our actual
        results, levels of activity, performance or achievements to be materially
        different from any future results, levels of activity, performance, or
        achievements expressed or implied by forward-looking statements.
  In
        some
        cases, you can identify forward-looking statements by terminology such as
        "may,"
        "should," "expects," "plans," "anticipates," "believes," "estimates,"
        "predicts," "potential," "proposed," "intended," or "continue" or the negative
        of these terms or other comparable terminology. You should read statements
        that
        contain these words carefully, because they discuss our expectations about
        our
        future operating results or our future financial condition or state other
        "forward-looking" information. There may be events in the future that we
        are not
        able to accurately predict or control. Before you invest in our securities,
        you
        should be aware that the occurrence of any of the events described in this
        Annual Report could substantially harm our business, results of operations
        and
        financial condition, and that upon the occurrence of any of these events,
        the
        trading price of our securities could decline and you could lose all or part
        of
        your investment. Although we believe that the expectations reflected in the
        forward-looking statements are reasonable, we cannot guarantee future results,
        growth rates, levels of activity, performance or achievements. We are under
        no
        duty to update any of the forward-looking statements after the date of this
        Quarterly Report to conform these statements to actual results.
  Page
            3 of
            25
  **PART
        1.**  **FINANCIAL
        INFORMATION**
 
 **ASIA
        GLOBAL HOLDINGS CORP.**
 
 **INDEX
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 **Page**Condensed
                  Consolidated Balance Sheets as of March 31, 2008 and December 31,
                  2007
              
              F-2Condensed
                  Consolidated Statements of Operations And Comprehensive Income
                  (Loss) for
                  the three months ended March 31, 2008 and 2007
              
              F-3Condensed
                  Consolidated Statements of Cash Flows for the three months ended
                  March 31,
                  2008 and 2007
              
              F-4Condensed
                  Consolidated Statement of Stockholders’ Equity for the three months ended
                  March 31, 2008
              
              F-5Notes
                  to Condensed Consolidated Financial Statements
              
              F-6 to F-20
  
  **ASIA
        GLOBAL HOLDINGS CORP.**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 **AS
        OF MARCH 31, 2008 AND DECEMBER 31, 2007**
 **(Currency
        expressed in United States Dollars (“US$”), except for number of
        shares)**
  March 31, 2008
              
              December 31, 2007(unaudited)
              
              (audited)**ASSETS****Current
                  assets:**Cash
                  and cash equivalents
              
              $
              57,225
              
              $
              846,907Restricted
                  cash
              
              
              560,460
              
              
              558,104Accounts
                  receivable, trade
              
              
              3,517,980
              
              
              2,953,719Amounts
                  due from related parties
              
              
              484,239
              
              
              530,706Prepayments
                  and other current assets
              
              
              367,241
              
              
              87,115Total
                  current assets
              
              
              4,987,145
              
              
              4,976,551Property,
                  plant and equipment, net
              
              
              158,987
              
              
              161,034Intangible
                  assets, net
              
              
              179,043
              
              
              210,674**TOTAL
                  ASSETS**
              
              $
              5,325,175
              
              $
              5,348,259**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  liabilities:Bank
                  overdraft, secured
              
              $
              146,634
              
              $
              163,056Secured
                  bank loan - current portion
              
              
              668,344
              
              
              784,600Obligation
                  under capital lease - current portion
              
              
              150,041
              
              
              146,416Letters
                  of credit
              
              
              639,551
              
              
              484,006Accounts
                  payable and accrued liabilities
              
              
              534,165
              
              
              838,239Income
                  tax payable
              
              
              449,969
              
              
              435,768Amount
                  due to a related party
              
              
              1,923
              
              
              106,208Total
                  current liabilities
              
              
              2,590,627
              
              
              2,958,293Long-term
                  liabilities:Secured
                  bank loan
              
              
              -
              
              
              6,410Obligation
                  under capital lease
              
              
              53,365
              
              
              92,262Deferred
                  tax liabilities
              
              
              132,091
              
              
              132,091Total
                  long-term liabilities
              
              
              185,456
              
              
              230,763Total
                  liabilities
              
              
              2,776,083
              
              
              3,189,056Minority
                  interest
              
              
              -
              
              
              -Stockholders’
                  equity:Series
                  A, convertible preferred stock, $0.001 par value; 500,000 shares
                  authorized; 400,000 shares and 400,000 shares issued and outstanding
                  shares as of March 31, 2008 and December 31, 2007
              
              
              400
              
              
              400Common
                  stock, $0.001 par value; 300,000,000 shares authorized; 129,862,000
                  and
                  129,862,000 shares issued and outstanding as of March 31, 2008
                  and
                  December 31, 2007
              
              
              129,862
              
              
              129,862To
                  be issued: 2,000,000 shares and 2,000,000 shares as of March 31,
                  2008 and
                  December 31, 2007
              
              
              414,000
              
              
              414,000Additional
                  paid-in capital
              
              
              17,406,772
              
              
              17,406,772Accumulated
                  other comprehensive income
              
              
              5,215
              
              
              6,258Accumulated
                  deficit
              
              
              (15,407,157
              )
              
              (15,798,089
              )Total
                  stockholders’ equity
              
              
              2,549,092
              
              
              2,159,203**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              
              $
              5,325,175
              
              $
              5,348,259
  See
        accompanying notes to condensed consolidated financial
        statements.
  F-2
  **ASIA
        GLOBAL HOLDINGS CORP.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **AND
        COMPREHENSIVE INCOME (LOSS)**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Currency
        expressed in United States Dollars (“US$”), except for number of
        shares)**
 **(Unaudited)**
 
 Three months ended March 31,2008
              
              2007**Revenues,
                  net**
              
              $
              1,524,346
              
              $
              828,495**Cost
                  of revenue**
              
              
              547,436
              
              
              216,154**Gross
                  profit**
              
              
              976,910
              
              
              612,341**OPERATING
                  EXPENSES:**Sales
                  and marketing
              
              
              105,416
              
              
              140,873Consulting
                  and professional fee
              
              
              46,889
              
              
              2,865,728Depreciation
                  and amortization
              
              
              30,021
              
              
              37,651Stock-based
                  compensation to an executive
              
              
              -
              
              
              102,082General
                  and administrative
              
              
              159,133
              
              
              100,832Total
                  operating expenses
              
              
              341,459
              
              
              3,247,166**INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              635,451
              
              
              (2,634,825
              )**OTHER
                  INCOME (EXPENSE):**Other
                  income
              
              
              2,367
              
              
              4,854Interest
                  expense
              
              
              (29,475
              )
              
              (15,395
              )**INCOME
                  (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST**
              
              
              608,343
              
              
              (2,645,366
              )Income
                  tax expenses
              
              
              (115,019
              )
              
              (51,718
              )**INCOME
                  (LOSS) FROM CONTINUING OPERATIONS**
              
              
              493,324
              
              
              (2,697,084
              )Loss
                  from discontinued operations
              
              
              (102,392
              )
              
              (416,799
              )Minority
                  interest
              
              
              -
              
              
              166,720**NET
                  INCOME (LOSS)**
              
              $
              390,932
              
              $
              (2,947,163
              )Other
                  comprehensive loss:-
                  Foreign currency translation loss
              
              
              (1,043
              )
              
              2,456**COMPREHENSIVE
                  INCOME (LOSS)**
              
              $
              389,889
              
              $
              (2,944,707
              )Income
                  (loss) from continuing operation per share – Basic
              
              $
              0.00
              
              $
              (0.04
              )Income
                  (loss) from continuing operation per share – Diluted
              
              $
              0.00
              
              $
              (0.04
              )Loss
                  from discontinued operation per share – Basic
              
              $
              (0.00
              )
              $
              (0.00
              )Loss
                  from discontinued operation per share – Diluted
              
              $
              (0.00
              )
              $
              (0.00
              )Net
                  income (loss) per share – Basic
              
              $
              0.00
              
              $
              (0.04
              )Net
                  income (loss) per share – Diluted
              
              $
              0.00
              
              $
              (0.04
              )Basic
                  weighted average number of shares outstanding during the
                  period
              
              
              129,862,000
              
              
              72,528,667Diluted
                  weighted average number of shares outstanding during the
                  period
              
              
              209,862,000
              
              
              72,528,667
  See
        accompanying notes to condensed consolidated financial
        statements.
  F-3
  **ASIA
        GLOBAL HOLDINGS CORP.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007**
 **(Currency
        expressed in United States Dollars (“US$”))**
 **(Unaudited)**
 Three months ended March 31,2008
                  
                  2007**Cash
                      flows from operating activities:**Income
                      (loss) from continuing operations
                  
                  $
                  493,324
                  
                  $
                  (2,697,084
                  )Adjustments
                      to reconcile income (loss) from continuing operations to net
                      cash (used
                      in) provided by operating activities:Stock-based
                      compensation to an executive, non-cash
                  
                  
                  -
                  
                  
                  102,082Common
                      stock issued for services, non-cash
                  
                  
                  -
                  
                  
                  2,757,325Depreciation
                      and amortization
                  
                  
                  30,021
                  
                  
                  37,651Change
                      in operating assets and liabilities:Accounts
                      receivable, trade
                  
                  
                  (564,261
                  )
                  
                  1,405,026Prepayments
                      and other current assets
                  
                  
                  (242,721
                  )
                  
                  (79
                  )Accounts
                      payables and accrued liabilities
                  
                  
                  (257,689
                  )
                  
                  (252,909
                  )Income
                      tax payable
                  
                  
                  14,201
                  
                  
                  30,409Amount
                      due to a related party
                  
                  
                  (518,257
                  )
                  
                  (17,173
                  )Net
                      cash (used in) provided by operating activities
                  
                  
                  (1,045,382
                  )
                  
                  1,365,248Net
                      cash provided by (used in) discontinued operations
                  
                  
                  232,947
                  
                  
                  (883,855
                  )**Cash
                      flows from investing activities:**Increase
                      in restricted cash
                  
                  
                  (2,356
                  )
                  
                  (2,342
                  )Purchase
                      of property, plant and equipment
                  
                  
                  (1,500
                  )
                  
                  (936
                  )Net
                      cash used in investing activities
                  
                  
                  (3,856
                  )
                  
                  (3,278
                  )Net
                      cash used in discontinued operations
                  
                  
                  -
                  
                  
                  (3,856
                  )**Cash
                      flows from financing activities:**Repayment
                      from (advances to) related parties
                  
                  
                  48,091
                  
                  
                  (623,257
                  )Decrease
                      in bank overdraft
                  
                  
                  (16,422
                  )
                  
                  (209
                  )Advances
                      (repayment) under letters of credit
                  
                  
                  155,545
                  
                  
                  (2,243
                  )Drawdown
                      of bank loan
                  
                  
                  115,385
                  
                  
                  134,704Repayment
                      of bank loan
                  
                  
                  (238,051
                  )
                  
                  (189,052
                  )Issue
                      of promissory note
                  
                  
                  -
                  
                  
                  370,000Repayment
                      of capital lease
                  
                  
                  (35,272
                  )
                  
                  -Net
                      cash provided by (used in) financing activities
                  
                  
                  29,276
                  
                  
                  (310,057
                  )Net
                      cash used in discontinued operations
                  
                  
                  (1,624
                  )
                  
                  -Effect
                      of exchange rate change on cash and cash equivalents
                  
                  
                  (1,043
                  )
                  
                  2,456**NET
                      CHANGE IN CASH AND CASH EQUIVALENTS**
                  
                  
                  (789,682
                  )
                  
                  166,658**CASH
                      AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
                  
                  
                  846,907
                  
                  
                  22,514**CASH
                      AND CASH EQUIVALENTS, END OF PERIOD**
                  
                  $
                  57,225
                  
                  $
                  189,172**SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                      paid for income taxes
                  
                  $
                  100,818
                  
                  $
                  21,309Cash
                      paid for interest expenses
                  
                  $
                  29,475
                  
                  $
                  15,410**SUPPLEMENTAL
                      DISCLOSURE OF NON-CASH TRANSACTIONS:**Amounts
                      due from minority shareholders in relation to unsettled investment
                      cost of
                      a subsidiary
                  
                  $
                  -
                  
                  $
                  820,000
  See
          accompanying notes to condensed consolidated financial
          statements.
  F-4
  **ASIA
        GLOBAL HOLDING CORP.**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2008**
 **(Currency
        expressed in United States Dollars (“US$”), except for number of
        shares)**
 **(unaudited)**
 Series A, Convertible
                  Preferred Stock
                
                Common stock
                
                Common stock to be issued
                
                Additional
                  paid-in capital
                
                Accumulated
                  other
                  comprehensive
                  income
                
                Accumulated
                  deficit
                
                Total
                  stockholders’
                  equityNo. of shares
                
                Amount
                
                No. of shares
                
                Amount
                
                No. of shares
                
                AmountBalance
                    as of January 1, 2008
                
                
                400,000
                
                $
                400
                
                
                129,862,000
                
                $
                129,862
                
                
                2,000,000
                
                $
                414,000
                
                $
                17,406,772
                
                *$*
                6,258
                
                $
                (15,798,089
                )
                $
                2,159,203Net
                    income for the period
                
                
                *-*
                
                
                -
                
                
                *-*
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                390,932
                
                
                390,932Foreign
                    currency translation adjustment
                
                
                *-*
                
                
                -
                
                
                *-*
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,043
                )
                
                -
                
                
                (1,043
                )Balance
                    as of March 31, 2008
                
                
                400,000
                
                $
                400
                
                
                129,862,000
                
                $
                129,862
                
                
                2,000,000
                
                $
                414,000
                
                $
                17,406,772
                
                $
                5,215
                
                $
                (15,407,157
                )
                $
                2,549,092
 
 See
        accompanying notes to condensed consolidated financial
        statements.
  F-5
  **ASIA
        GLOBAL HOLDINGS CORP.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2008**
 **(Currency
        expressed in United States Dollars (“US$”))**
 **(Unaudited)**
 
 **NOTE
        - 1**  **BASIS
        OF PRESENTATION**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with both generally accepted accounting principles
        for
        interim financial information, and the instructions to Form 10-Q and Rule
        10-01
        of Regulation S-X. Accordingly, they do not include all of the information
        and
        footnotes required by generally accepted accounting principles for complete
        financial statements. The accompanying unaudited condensed consolidated
        financial statements reflect all adjustments (consisting of normal recurring
        accruals) that are, in the opinion of management, considered necessary for
        a
        fair presentation of the results for the interim periods presented. Interim
        results are not necessarily indicative of results for a full year.
 
 The
        condensed consolidated financial statements and related disclosures have
        been
        prepared with the presumption that users of the interim financial information
        have read or have access to our annual audited consolidated financial statements
        for the preceding fiscal year. Accordingly, these condensed consolidated
        financial statements should be read in conjunction with the consolidated
        financial statements and the related notes thereto contained in the Annual
        Report on Form 10-K for the year ended December 31, 2007.
 
 **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, Longbow
        Mining Inc. changed its name to BonusAmerica Worldwide Corporation. On June
        6,
        2006, the Company changed its name to Asia Global Holdings Corp. AAGH is
        focused
        on building businesses in the People’s Republic of China (“PRC”) and other
        emerging regions and markets in Asia and worldwide. The Company has subsidiaries
        participating in media and advertising, marketing services and internet
        commerce. During 2007, AAGH entered the television entertainment market,
        where
        we plan to sell advertising slots that air during the broadcast of “ *Who
        Wants To Be A Millionaire?* ”
TV
        show
        in the PRC. The head-quarters of AAGH are located in Hong Kong and the Company
        also has offices in the United States of America (“US”) and the
        PRC.
 
 In
        February 2008, the Board of the Company decided to discontinue the production
        of
        new episodes for “ *Who
        Wants To Be a Millionaire?* ”
TV
        show
        due to the poor performance of the sales and distribution team.
 
 Details
        of the Company’s subsidiaries are described below:
 
 Name
              
              Place
                  of incorporation
                and
                  kind of
                legal
                  entity
              
              Principal
                  activities
                and
                  place of operation
              
              Particulars
                  of issued/
                registered
                  share
                capital
              
              Effectiveinterest
                heldSino
                  Trade-Intelligent Development Corp., Limited
                (“Sino
                  Trade”)
              
              Hong
                  Kong, a limited liability company
              
              Publishing
                  & information service and advertisement in Hong Kong
              
              5,000,000
                  issued shares of HK$1 each
              
              100%Idea
                  Asia Limited
                (“Idea
                  Asia”)
              
              Hong
                  Kong, a limited liability company
              
              Investment
                  holding in Hong Kong
              
              10,000
                  issued shares ofHK$1
                  each
              
              100%
  F-6
  China
                  Media Power Limited (“CMP”)
              
              Hong
                  Kong, a limited liability company
              
              TV
                  entertainment in the PRC
              
              16,000,000
                  issued share of HK$1 each
              
              60%Wah
                  Mau Corporate Planning Development Co., Ltd (“Wah Mau”)
              
              The
                  PRC, a limited liability company
              
              Development
                  of corporate images and business promotion in the PRC
              
              RMB1,000,000
              
              100%
 
 Asia
        Global Holdings Corp. and its subsidiaries are hereinafter referred to as
        (the
“Company”).
 
 **NOTE
        – 3**  **GOING
        CONCERN UNCERTAINTIES**
 
 These
        condensed consolidated financial statements have been prepared assuming that
        the
        Company will continue as a going concern, which contemplates the realization
        of
        assets and the discharge of liabilities in the normal course of business
        for the
        foreseeable future.
 
 As
        of
        March 31, 2008, the Company has earned net income of $390,932, however it
        experienced a negative cash flow from operations of $(1,045,382) and has
        an
        accumulated deficit of $15,407,157. These factors raise substantial doubt
        about
        the Company’s ability to continue as a going concern. Management has taken
        certain action and continues to implement changes designed to improve the
        Company’s financial results and operating cash flows. The actions involve
        certain cost-saving initiatives and growing strategies, including (a) business
        expansion in Media & Advertising business by increasing number of
        distributors and setup of a new direct sales office in China; and (b)
        cost-saving plan in TV Entertainment business and distribution of new TV
        programs in China. Management believes that these actions will enable the
        Company to improve future profitability and cash flow in its continuing
        operations through March 31, 2009. As a result, the financial statements
        do not
        include any adjustments to reflect the possible future effects on the
        recoverability and classification of assets or the amounts and classification
        of
        liabilities that may result from the outcome of the Company’s ability to
        continue as a going concern.
  **NOTE
        - 4**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 l  Basis
        of
        presentation
 
 These
        accompanying condensed consolidated financial statements have been prepared
        in
        accordance with generally accepted accounting principles in the US.
 
 l  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 period
        reported. Actual results may differ from these estimates.
 
 l  Basis
        of
        consolidation
 
 The
        condensed consolidated financial statements include the financial statements
        of
        AAGH and its subsidiaries.
 
 All
        significant inter-company balances and transactions within the Company have
        been
        eliminated upon consolidation.
  F-7
  l  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.
 
 l  Accounts
        receivable
 
 Accounts
        receivable are recorded at the invoiced amount and do not bear interest.
        The
        Company extends unsecured credit to its customers in the ordinary course
        of
        business but mitigates the associated risks by performing credit checks and
        actively pursuing past due accounts. An allowance for doubtful accounts is
        established and determined based on managements’ assessment of known
        requirements, aging of receivables, payment history, the customer’s current
        credit worthiness and the economic environment. As of March 31, 2008, the
        Company has determined that no allowance for doubtful accounts is
        required.
 
 l  Property,
        plant and equipment, net
 
 Property,
        plant and equipment are stated at historical cost less accumulated depreciation
        and accumulated impairment losses, if any. 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 March 31, 2008 and 2007 were $3,547 and
        $11,177, respectively.
 
 l  Intangible
        assets
 
 Intangible
        assets consist of costs paid to acquire personal customer information for
        use in
        its advertising and database rental activities. As of March 31, 2008, the
        gross
        carrying value was $529,475, accumulated amortization was $350,432 and the
        net
        carrying value was $179,043.
 
 Amortization
        expense totaled $26,474 and $26,474 for the three months ended March 31,
        2008
        and 2007. The Company amortizes the cost of these assets over a period of
        three
        to five years.
 
 l  Impairment
        of long-lived assets
 
 In
        accordance with 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 March 31, 2008.
 
 l  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.
  F-8
  (a)  Database
        rental
 
 Revenues
        from database rentals are recorded at the time the services are provided.
        The
        Company entered into sale-through agreements with 9 (2006: 6) 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.
 
 According
        to the sale-through agreement, each of the distributors is committed to a
        fixed
        fee of $256,000 per quarter, and the distributor will sign separate contracts
        with the members. Hence, the Company takes orders directly from the distributors
        and will services are considered rendered to the distributors but not the
        members.
 
 (b)  TV
        Broadcasting
 
 Revenues
        from TV broadcasting service are recognized in the period when television
        episodes are aired by the TV station and collection is probable.
 
 l  Income
        taxes
 
 The
        Company accounts for income taxes in interim periods as required by Accounting
        Principles Board Opinion No. 28, *“Interim
        Financial Reporting”* and as
        interpreted by FASB Interpretation No. 18, *“Accounting
        for Income Taxes in Interim Periods.”* The
        Company has determined an estimated annual effective tax rate. The rate will
        be
        revised, if necessary, as of the end of each successive interim period during
        the Company’s fiscal year to the Company’s best current estimate. The estimated
        annual effective tax rate is applied to the year-to-date ordinary income
        at the
        end of the interim period.
 
 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.
 
 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.
 
 The
        Company conducts its major business in Hong Kong and is subject to tax in
        this
        jurisdiction. As a result of its business activities, the Company files tax
        returns that are subject to examination by the foreign tax
        authorities.
  F-9
  l  Net
        income (loss) per share
 
 The
        Company calculates net income (loss) per share in accordance with SFAS No.
        128, *“Earnings
        per Share.”* Basic
        income (loss) per share is computed by dividing the net income (loss) by
        the
        weighted-average number of common shares outstanding during the period. Diluted
        income (loss) per share is computed similar to basic income (loss) 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.
 
 l  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.
 
 l  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 the 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 the 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 the 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.
 
 l Stock-based
            compensation
 
 The
        Company adopts SFAS No. 123 (revised 2004), " *Share-Based
        Payment* "
        ("SFAS
        No. 123(R)"), using the fair value method on January 1, 2006, which requires
        the
        measurement and recognition of compensation expense for all share-based awards
        made to employees and directors, including employee stock options and shares
        issued through its employee stock purchase plan, based on estimated fair
        values.
 
 l  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.
  F-10


l
            Segment
                reporting





SFAS
      No.
      131 *“Disclosures
      about Segments of an Enterprise and Related Information”* ( "SFAS
      No.
      131") 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 two reportable segments in Media
      and advertising business and TV entertainment business,
      respectively.





l
            Fair
                value of financial instruments





The
      Company values its financial instruments as required by Statement of Financial
      Accounting Standard (SFAS) No. 107, *“Disclosures
      about Fair Value of Financial Instruments”* .
      The
      estimated fair value amounts have been determined by the Company, using
      available market information and appropriate valuation methodologies. The
      estimates presented herein are not necessarily indicative of amounts that the
      Company could realize in a current market exchange.





The
      Company’s financial instruments primarily consist of cash and cash equivalents,
      restricted cash, accounts receivable, prepayments and other current assets,
      bank
      overdraft, secured bank loan, obligation under capital lease, letters of credit,
      accounts payable and accrued liabilities, income tax payable and amounts due
      from (to) related parties.





As
      of the
      balance sheet dates, the estimated fair values of the financial instruments
      were
      not materially different from their carrying values as presented due to the
      short term maturities of these instruments and that the interest rates on the
      borrowings approximate those that would have been available for loans of similar
      remaining maturity and risk profile at respective period ends.





l
            Recently
                issued accounting standards





The
      Company has reviewed all recently issued, but not yet effective, accounting
      pronouncements and do 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
      February 2007, the FASB issued SFAS No. 159, *"The
      Fair Value Option for Financial Assets and Financial Liabilities"* ("SFAS
      No. 159"). SFAS No. 159 permits entities to choose to measure, on an
      item-by-item basis, specified financial instruments and certain other items
      at
      fair value. Unrealized gains and losses on items for which the fair value option
      has been elected are required to be reported in earnings at each reporting
      date.
      SFAS No. 159 is effective for fiscal years beginning after November 15, 2007,
      the provisions of which are required to be applied prospectively. The Company
      believes that SFAS 159 should not have a material impact on the consolidated
      financial position or results of operations.





In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), *"Business
      Combinations" (* "SFAS
      No.
      141R"). SFAS No. 141R will change the accounting for business combinations.
      Under SFAS No. 141R, an acquiring entity will be required to recognize all
      the
      assets acquired and liabilities assumed in a transaction at the acquisition-date
      fair value with limited exceptions. SFAS No. 141R will change the accounting
      treatment and disclosure for certain specific items in a business combination.
      SFAS No. 141R applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. Accordingly, any business
      combinations the Company engages in will be recorded and disclosed following
      existing GAAP until January 1, 2009. The Company expects SFAS No. 141R will
      have
      an impact on accounting for business combinations once adopted but the effect
      is
      dependent upon acquisitions at that time. The Company is still assessing the
      impact of this pronouncement.





F-11





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interests in Consolidated Financial Statements--An Amendment of ARB No. 51,
      or
      SFAS No. 160"* ("SFAS
      No. 160"). SFAS No. 160 establishes new accounting and reporting standards
      for
      the noncontrolling interest in a subsidiary and for the deconsolidation of
      a
      subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
      December 15, 2008. The Company believes that SFAS 160 should not have a material
      impact on the consolidated financial position or results of
      operations.





In
      March
      2008, the FASB issued SFAS No. 161, *"Disclosures
      about Derivative Instruments and Hedging Activities"* ("SFAS
      No. 161"). SFAS No. 161 requires companies with derivative instruments to
      disclose information that should enable financial-statement users to understand
      how and why a company uses derivative instruments, how derivative instruments
      and related hedged items are accounted for under FASB Statement No. 133 *"Accounting
      for Derivative Instruments and Hedging Activities"* and how
      derivative instruments and related hedged items affect a company's financial
      position, financial performance and cash flows. SFAS No. 161 is effective for
      financial statements issued for fiscal years and interim periods beginning
      after
      November 15, 2008. The adoption of this statement is not expected to have a
      material effect on the Company's future financial position or results of
      operations.





**NOTE
      -** **5**  **DISCONTINUED
      OPERATIONS**





On
      February 15, 2008, the Board of the Company decided to suspend the production
      of
      new episodes for “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      due to the poor performance of the sales and distribution team.





On
      February 25, 2008, its subsidiary, China Media Power Limited (“CMP”) decided to
      discontinue the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      and will consummate the business restructuring plan. The Company considered
      that
      no additional charges associated with the business restructuring would be
      anticipated.





Loss
      from
      discontinued operations was reported as $102,392 and $416,799 for the three
      months ended March 31, 2008 and 2007, respectively. Prior period financial
      statements for the period ended March 31, 2007 have been restated to present
      the
      operation in “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      as a discontinued operation.





In
      conjunction with the discontinuance of operations, the Company recognized a
      loss
      $54,437 for the three months ended March 31, 2008 to write down the carrying
      amounts of the related assets. The assets and liabilities of the discontinued
      operations as of March 31, 2008 consisted of the following:





March 31, 2008
            
            December 31, 2007(audited)**Assets
                of discontinued operation:**Cash
                and cash equivalents
            
            $
            397
            
            $
            4,378Accounts
                receivable
            
            
            78,137
            
            
            78,137Prepayments
                and other current assets
            
            
            84,268
            
            
            46,863Amount
                due from a related party
            
            
            39,677
            
            
            38,053Intangible
                assets, net
            
            
            -
            
            
            5,157**Total
                assets**
            
            $
            202,479
            
            $
            172,588**Liabilities
                of discontinued operation:**Accounts
                payable and accrued liabilities
            
            
            125,290
            
            
            171,675Amount
                due to a related party
            
            
            413,972
            
            
            705,203**Total
                liabilities**
            
            $
            539,262
            
            $
            876,878





F-12




**NOTE
      -** **6**  **AMOUNTS
      DUE FROM (TO) RELATED PARTIES**





As
      of
      March 31, 2008, amounts due from (to) related parties represented temporary
      advances, which were unsecured, interest free and repayable on demand and
      included the following:





(i)
            amounts
                due from entity under common control by the Company’s President, Mr.
                Michael Mak, who is also the Chief Executive Officer and the Chief
                Financial Officer of the Company totaling $444,049;


(ii)
            amount
                due from an employee, a director of subsidiary of $39,677;


(iii)
            amounts
                due from minority shareholders of $513; and


(iv)
            amount
                due to an employee, a director of subsidiary of
                $1,923.





**NOTE
      -** **7**  **PREPAYMENTS
      AND OTHER CURRENT ASSETS**





Prepayments
      and other current assets consisted of the following:





March 31, 2008
            
            December 31, 2007(audited)Utility
                deposits
            
            $
            53,227
            
            $
            47,333Prepaid
                expenses
            
            
            264,865
            
            
            21,197Deposit
                for investment
            
            
            16,983
            
            
            16,983Other
                prepayments and receivables
            
            
            32,166
            
            
            1,602$
            367,241
            
            $
            87,115





**NOTE
      -** **8**  **INDEBTEDNESS**





(a)  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 4.75% per annum
      to
      11.24% per annum, payable in monthly installments, due fully and no later than
      February 2009. As of March 31, 2008, total amounts outstanding under bank loans
      were $668,344.





(b)  Letters
      of credit





The
      Company’s subsidiary operating in Hong Kong is committed under certain letters
      of credit and other trust receipt loans issued by DBS Bank (Hong Kong) Ltd
      and
      the Hongkong and Shanghai Banking Corporation Limited, independent financial
      institutions in Hong Kong, totaling $639,551 expiring through June
      2008.





**NOTE
      -** **9**  **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.




F-13




The
      obligation under the capital lease is as follows:





March 31, 2008
            
            December 31, 2007(audited)Capital
                lease
            
            $
            203,406
            
            $
            238,678Less:
                current portion
            
            
            (150,041
            )
            
            (146,416
            )$
            53,365
            
            $
            92,262





Future
      payments as of March 31, 2008 on the equipment lease are as
      follows:





Years
                ending March 31:2009
            
            $
            163,3852010
            
            
            54,461217,846Less:
                interest
            
            
            (14,440
            )Present
                value of net minimum obligation
            
            $
            203,406





The
      Company’s studio equipment is held under capital lease and the related
      depreciation is included in depreciation expense.





**NOTE -** **10**  **INCOME
      TAXES**





The
      Company is registered in the US and has operations in three jurisdictions:
      the
      US, Hong Kong and the PRC. The operation in the US has incurred net operating
      losses for income tax purposes. The Company generated substantially its net
      income from the operation of its subsidiaries in Hong Kong and subject to the
      Hong Kong tax jurisdiction. The Company has recorded income tax expense for
      the
      period ended March 31, 2008 and 2007.





The
      components of income (loss) before income taxes and minority interest separating
      US, Hong Kong and the PRC tax jurisdictions are as follows:





Three months ended March 31,2008
            
            2007Tax
                jurisdictions from:Loss
                subject to the US tax
            
            $
            (38,213
            )
            $
            (2,920,175
            )Income
                subject to Hong Kong tax
            
            
            670,019
            
            
            295,420Loss
                subject to the PRC tax
            
            
            (23,463
            )
            
            (20,611
            )Income
                (loss) before income taxes and minority interest
            
            $
            608,343
            
            $
            (2,645,366
            )





*United
      States of America*





AAGH
      is
      registered in the State of Nevada and is
      subjected to US tax law.




F-14




As
      of
      March 31, 2008, the US operation had $17,881,271 net operating losses available
      for federal tax purposes, which are available to offset future taxable income.
      The net operating loss carry forwards begin to expire in 2028. The Company
      has
      provided for a full valuation allowance of $6,079,632 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 March 31, 2008 and 2007, income tax expense represented Hong Kong
      profits tax of $115,019 and $51,718 for AAGH’s subsidiary, Sino Trade operating
      in Hong Kong. Hong Kong profits tax rate is 17.5% on the subsidiary's estimated
      assessable profits arising in Hong Kong. A reconciliation of income before
      income taxes to the effective tax rate for the Hong Kong subsidiary as
      follows:





Three months ended March 31,2007
            
            2006Income
                before income taxes
            
            $
            717,649
            
            $
            295,465Hong
                Kong profits tax rate
            
            
            17.5
            %
            
            17.5
            %Income
                tax expense at statutory tax rate
            
            
            125,589
            
            
            51,706Tax
                effect of non-assessable income and non-deductible
                expenses
            
            
            (10,570
            )
            
            12Income
                tax expense at its effective tax rate
            
            $
            115,019
            
            $
            51,718





Its
      effective income tax rates for the three months ended March 31, 2008 and 2007
      were 16% and 17.5%. Income taxes payable as of March 31, 2008 consists of Hong
      Kong profits tax of $449,969.





*The
      PRC*





AAGH’s
      subsidiary operating in the PRC is subject to PRC Foreign Enterprise Income
      Tax
      at a rate of 15% on the subsidiary's assessable profits, based on existing
      PRC
      tax legislation, interpretations and practices in respect thereof. No provision
      for PRC Foreign Enterprise Income Tax has been made as the subsidiary did not
      have any assessable profits for the three months ended March 31,
      2008.





Effective
      from January 1, 2008, the Corporate Income Tax Law of the PRC (the “New CIT
      Law”) is followed. The New CIT Law, among other things, imposes a unified income
      tax rate of 25% for both domestic and foreign invested enterprises. Wah Mau
      is
      considered a foreign invested enterprise and its ultimate applicable effective
      tax rate in 2008 and beyond will depend on many factors, including but not
      limited to whether certain of its legal entity will be subject to a transitional
      policy under the New CIT Law, whether Wah Mau can continue to enjoy the
      unexpired tax holidays.





As
      of
      March 31, 2008, the aggregate cumulative tax losses of $19,558,037 are available
      to be carried forward indefinitely to offset future taxable income, if
      unutilized. The deferred tax assets consists mainly of tax losses from differing
      tax regimes and for which a full valuation allowance has been provided, as
      the
      management believes it is more likely than not that these assets will not be
      realized in the future.





F-15




The
      following table sets forth the significant components of the aggregate net
      deferred tax assets of the Company as of March 31, 2008:





Net
                operating loss carryforwards from:US
                tax
            
            $
            6,079,632PRC
                tax
            
            
            419,192Total
                deferred tax assets
            
            
            6,498,824Less:
                valuation allowance
            
            
            (6,498,824
            )Net
                deferred tax assets
            
            $
            -





**NOTE** **ó** **11**  **NET
      INCOME (LOSS) PER SHARE**





Basic
      income (loss) per share is computed by dividing net income (loss) by the
      weighted average number of the common stock outstanding during the period.
      Diluted income (loss) per share is computed by dividing net income (loss) by
      the
      weighted average number of the common stock outstanding and dilutive potential
      common stock outstanding during the period.





The
      following is a reconciliation of the number of shares used in the calculation
      of
      basic and diluted net income (loss) per share for the three months ended March
      31, 2008 and 2007:





Three months ended March 31,2008
            
            2007Basis
                and diluted income (loss) per share calculationNumerator:Net
                income (loss) in computing basic and diluted net income per
                share
            
            $
            390,932
            
            $
            (2,947,163
            )Denominator:Weighted
                average ordinary shares outstanding – Basic
            
            
            129,862,000
            
            
            72,528,667Dilutive
                effect of convertible preferred stock
            
            
            80,000,000
            
            
            -Weighted
                average ordinary shares outstanding – Diluted
            
            
            209,862,000
            
            
            72,528,667Basic
                income (loss) per share
            
            $
            0.00
            
            $
            (0.04
            )Diluted
                income (loss) per share
            
            $
            0.00
            
            $
            (0.04
            )





**NOTE
      -** **12**  **SEGMENT
      INFORMATION**





(a)  Segment
      information





For
      the
      three months ended March 31, 2008 and 2007, the Company only operated in two
      segments, Media and Advertising Business and Television Broadcasting Business,
      as defined by SFAS No. 131.





F-16




Summarized
      financial information concerning the Company’s reportable segments is shown in
      the following table for the three months ended March 31, 2008:





Media and Advertising Business
              
              TV
                Entertainment
                Business
              
              Corporate
              
              TotalOperating
                  revenues
              
              $
              1,524,346
              
              $
              -
              
              $
              -
              
              $
              1,524,346Cost
                  of revenues
              
              
              (547,436
              )
              
              -
              
              
              -
              
              
              (547,436
              )Gross
                  profit
              
              
              976,910
              
              
              -
              
              
              -
              
              
              976,910Depreciation
                  and amortization
              
              
              29,565
              
              
              -
              
              
              456
              
              
              30,021Loss
                  from discontinued operations
              
              
              -
              
              
              (102,392
              )
              
              -
              
              
              (102,392
              )Net
                  income (loss)
              
              $
              531,537
              
              $
              (102,392
              )
              $
              (38,213
              )
              $
              390,932Expenditure
                  for long-lived assets
              
              $
              1,500
              
              $
              -
              
              $
              -
              
              $
              1,500





Summarized
      financial information concerning the Company’s reportable segments is shown in
      the following table for the three months ended March 31, 2007:





Media and Advertising Business
              
              TV
                Entertainment
                Business
              
              Corporate
              
              TotalOperating
                  revenues
              
              $
              828,431
              
              $
              -
              
              $
              64
              
              $
              828,495Cost
                  of revenues
              
              
              (216,154
              )
              
              -
              
              
              -
              
              
              (216,154
              )Gross
                  profit
              
              
              612,277
              
              
              -
              
              
              64
              
              
              612,341Depreciation
                  and amortization
              
              
              34,323
              
              
              -
              
              
              3,328
              
              
              37,651Stock-based
                  compensation
              
              
              -
              
              
              -
              
              
              2,859,407
              
              
              2,859,407Loss
                  from discontinued operations
              
              
              -
              
              
              (416,799
              )
              
              -
              
              
              (416,799
              )Net
                  income (loss)
              
              $
              389,811
              
              $
              (416,799
              )
              $
              (2,920,175
              )
              $
              (2,947,163
              )Expenditure
                  for long-lived assets
              
              $
              -
              
              $
              7,611
              
              $
              -
              
              $
              7,611





In
      October 2007, the Company commenced the TV entertainment business and launched
      the broadcast of “ *Who
      Wants To Be A Millionaire?* ”
      television program in the PRC and this business was discontinued its operation
      subsequently in 2008.




F-17




(b)  Geographic
      information





The
      Company operates primarily in Hong Kong. The Company's geographic sales as
      a
      percent of total revenue are as follows:





Three months ended March 31,2008
            
            2007United
                States
            
            $
            -
            
            $
            64Hong
                Kong
            
            
            1,514,341
            
            
            828,431The
                PRC
            
            
            10,005
            
            
            -$
            1,524,346
            
            $
            828,495





As
      of
      March 31, 2008, 43% of the Company’s long-lived assets were located in the PRC
      and 57% in Hong Kong.





**NOTE
      -** **14**  **CONCENTRATIONS
      OF RISK**





The
      Company is exposed to the followings concentrations of risk:





(a)  Major
      customers





As
      of
      March 31, 2008, the Company had seven customers that each accounted for more
      than 10% of trade receivables and the Company had seven customers each accounted
      for more than 10% of revenues for the period ended March 31, 2008. If the
      Company was unable to obtain other customers, the Company's business, operating
      results and financial condition would be materially adversely
      affected.





(b)  Major
      vendors





As
      of
      March 31, 2008, the Company had two vendors that each accounted for more than
      10% of trade payables. If these vendors were unavailable to provide services
      in
      a timely manner and the Company was unable to find alternative vendors, the
      Company's business, operating results and financial condition could be
      materially adversely affected.





(c)  Credit
      risk





Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and trade accounts receivable. The
      Company performs ongoing credit evaluations of its customers’ financial
      condition, but does not require collateral to support such
      receivables.





(d)  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 March 31, 2008, all of borrowings
      were at fixed rates.




F-18




(e)  Exchange
      rate risk





The
      reporting currency of the Company is US$, to date the majority of the revenues
      and costs are denominated in RMB and a significant portion of the assets and
      liabilities are denominated in RMB. As a result, the Company is exposed to
      foreign exchange risk as its revenues and results of operations may be affected
      by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates
      against US$, the value of RMB revenues and assets as expressed in US$ financial
      statements will decline. The Company does not hold any derivative or other
      financial instruments that expose to substantial market risk.








**NOTE
      -** **15**  **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
      non-cancelable operating leases with terms ranging from one to two years with
      fixed monthly rentals, due April 30, 2008 and June 30, 2008. None of the leases
      included contingent rentals.





Total
      rent expenses for the three months ended March 31, 2008 and 2007 was $26,673
      and
      $6,630.





Future
      minimum rental payments due under a non-cancelable operating lease are as
      follows:




Year
                ending March 31:2009
            
            
            21,216





(c)  Contractual
      obligations





The
      Company has incurred various contractual obligations and financial commitments
      in the normal course of the operating and financing activities. The following
      table illustrates the expected future contractual cash obligations as of March
      31, 2008.


Payments due before March 31,2009
                
                2010
                
                TotalInterest
                    charges
                
                $
                32,924
                
                $
                1,096
                
                $
                34,020Indebtedness
                
                
                1,457,937
                
                
                53,365
                
                
                1,511,302Total:
                
                $
                1,490,861
                
                $
                54,461
                
                $
                1,545,322




F-19




(d)  Employment
      agreement





On
      August
      18, 2006, the Company entered into a new employment agreement with its
      President, Michael Mak, for an initial term of five years renewable for an
      additional five-year period until terminated by the parties. Compensation
      includes (i) a base salary of $60,000 per year, (ii) bonuses ranging from 0%
      to
      120% of base salary; (iii) a signing bonus in the total gross amount of
      2,000,000 shares of restricted common stock payable upon execution of the
      employment agreement, subject to certain terms and conditions, and (iv) a stock
      award of 500,000 shares of Series A, Convertible Preferred Stock, convertible
      at
      1 preferred share to 200 shares of common stock, payable upon execution of
      the
      employment agreement.





As
      of
      March 31, 2008, 2,000,000 shares of restricted common stock earned were not
      been
      issued due purely to an administrative delay. A ccordingly,
      the common shares to be issued are presented in the stockholders’ equity section
      of the condensed consolidated balance sheet under the caption “Common stock to
      be issued”.








**NOTE
      -** **16**  **COMPARATIVE
      FIGURES**





Certain
      amounts in the prior periods presented have been reclassified to conform to
      the
      current period financial statement presentation.




F-20


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





The
      following review concerns the three months ended March 31, 2008 and 2007, 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**





In
      the
      first three months of 2008, our quarterly revenues grew by 84% from $828,495
      in
      2007 to $1,524,346 in 2008. Nearly all of our revenue and the increase resulted
      from increased sales from our advertising and media business.





For
      the
      quarterly period ended March 31, 2008 we experienced a profit of $390,932
      compared to a loss of $2,947,163 for the same period in 2007. The increase
      in
      profitability is primarily attributed to significantly lowered costs in our
      TV
      entertainment business for the quarter and decreased non-cash business expansion
      costs related to our business expansion in China, compared to the same quarter
      in 2007.





In
      the
      first quarter of 2008 we continued our expansion into TV entertainment in China
      by broadening our opportunities for revenue with the acquisition of new program
      formats to exploit in China, while concurrently lowering our operating costs
      for
      this business segment by cutting the costs of production related to our first
      TV
      effort *Who
      Wants To Be A Millionaire?* .
      During
      2007 we entered the television entertainment market when we produced and
      distributed the *Who
      Wants To Be A Millionaire?* TV show
      in China. We set up our own studio and began producing the TV show. The first
      show aired September 29, 2007 and became a weekly episode thereafter. While
      the
      show received high ratings the sales and distribution performances were
      unsatisfactory resulting in losses. Management decided to discontinue the show.
      Under our new business model we are able to expand our distribution and revenue
      potential without significant upfront costs as in the past. This new strategy,
      management believes, gives the Company increased opportunity for growth and
      revenue in the TV entertainment business in China with lower risk compared
      to
      our original approach.





**Continued
      expansion into TV entertainment in China**





The
      growing market for TV advertising in China is very attractive. Research studies
      indicate TV ad sales represent 75% of the overall ad spending in China’s
      estimated $37 billion advertising market. Reports state television advertising
      sales in the first 6 months of 2006 totaled $14 billion representing a 22%
      increase over the same period last year making TV the greatest gainer in ad
      sales of all China media with newspapers, magazines, radio and outdoor growing
      5%, 9%, 15% and 9% respectively. [Source: as reported by Xinhua News
      Agency]





To
      address this market opportunity AAGH subsidiary Sino Trade created the
      wholly-owned subsidiary Idea Asia (a Hong Kong corporation) to hold
      entertainment related businesses. Idea Asia created CMP (a Hong Kong
      corporation) of which Idea Asia owns 60%. In
      2007
      CMP launched *Who
      Wants To Be A Millionaire?* in
      mainland China. The show’s production value is very high quality and we
      experienced very good rating in GuiZhou province where the show aired
      originally. However, the financial performance in 2007 was unsatisfactory due
      to
      the non-performance of CMP sales and distribution efforts. Given the lackluster
      sales and distribution performance we decided to discontinue the program.
      Resultantly, Idea Asia issued a demand note to CMP for the repayment of loans
      in
      the amount of $875,338. Management has decided it will no longer invest in
      CMP
      and plans to discontinue all operations of the subsidiary. Further, management
      shifted all operations related to TV entertainment to Idea Asia which will
      be
      lead by industry veteran Dominique Ullmann, appointed to the position of
      Executive Director of Idea Asia in February 2008, who will leverage his strong
      experience in the industry and well established business network in the region.
      Mr Ullmann will be in charge of the overall strategy and execution of all future
      TV entertainment business.


Page
          4 of
          25


Since
      the
      management shift in our TV entertainment segment Idea Asia has, as of this
      writing, acquired the rights to present six TV programs in China including
      Singing Bee, Blackjack Bowling, Silent Library, You Are What You Eat, Small
      Talk, and 50/50.





***Singing
      Bee/Zeal Entertainment***


In
      February 2008 Idea Asia signed a contract with Zeal Entertainment for the
      exclusive right of presenting the TV show "Singing Bee" in China. Zeal
      Entertainment ( http://www.zealentertainment.co.uk ) is an independent formats
      and events distributor and is a subsidiary of the Digital Rights Group, UK
      's
      largest independent TV distributor. Zeal licenses formats, programs and event
      rights internationally and handles a range of successful properties, including
      "Singing Bee", "Miss World", "This Is Your Life", "Under Construction", and
      "The
      European Poker Tour." "Singing Bee" is a musical game show where contestants
      have to "sing in" the blanks to song lyrics when the music stops, it has been
      licensed to more than 30 territories worldwide, including the US, Australia,
      Europe and South America.





***Blackjack
      Bowling/Sony Pictures Television International***


In
      March
      2008 Idea Asia entered into an option agreement with Sony Pictures Television
      International (SPTI) giving Idea Asia the first opportunity to license the
      TV
      game show format "Blackjack Bowling" from SPTI to adapt and produce a local
      version of the format in China. "Blackjack Bowling" is the only show of its
      kind
      that combines two of the world's favorite pastimes — blackjack and bowling —
just as the two simple elements of the roulette wheel and hangman were combined
      to create Wheel of Fortune. "Blackjack Bowling's" format is flexible and can
      be
      played in either a 30-minute or 60-minute format.





***Silent
      Library/2waytraffic***


In
      February 2008 signed a contract with 2waytraffic for the exclusive right of
      presenting the TV show "Silent Library" in China. 2waytraffic is listed on
      the
      AIM of the London Stock Exchange and is a leading international developer and
      exploiter of interactive entertainment content for television, mobile and
      digital platforms with an unrivaled catalog of over 200 high quality
      entertainment formats including "Who Wants To Be A Millionaire?", "Brainiest",
      "Mr & Mrs", "Take It Or Leave It", "You Are What You Eat", and "That's The
      Question". "Silent Library" was created by Japanese comedian Hitoshi Matsumoto
      in 2001 as part of NTV's, hugely popular variety show, "Downtown no Gaki no
      Tsukai ya Arahende". "Silent Library" takes place in a library setting where
      a
      team of players perform pranks and punishments on each other whilst having
      to
      remain as silent as possible. No matter how unpleasant the challenge is, the
      contestant isn't allowed to yelp or shout or make any noise no matter how funny
      it is, his friends mustn't laugh.





***You
      Are What You Eat/2waytraffic***


In
      February 2008 Idea Asia signed a contract with 2waytraffic for the exclusive
      right of presenting the TV show “You Are What You Eat” in China. “You Are What
      You Eat” is the factual entertainment format which takes an uncompromising look
      at the people whose eating habits are threatening to send them to an early
      grave, and then shows them the way to change. Each week a renowned nutritionist
      takes an up-close — and sometimes very personal — look at the contributor and
      the effect their appalling diet is having on their body, before transforming
      the
      way they eat and feel in just eight weeks. The contributor is put through a
      series of sometimes shocking tests including tongue profiling, colonic
      irrigation and blood, urine and stool analysis which, coupled with the
      nutritionist's no-nonsense, 'tough love' approach make for graphic, but
      fascinatingly entertaining, viewing!





***Small
      Talk/FremantleMedia***


In
      February of 2008 Idea Asia signed a contract with FremantleMedia to exclusively
      represent the TV show “Small Talk in China”. FremantleMedia is one of the
      largest international creators and producers of entertainment brands in the
      world with leading prime time drama, serial drama, entertainment and factual
      entertainment programming in over 40 countries worldwide. FremantleMedia is
      at
      the forefront of developing cross- platform media experiences through its FMX
      operation, which is successfully developing new entertainment brands and
      concepts specifically for mobile, broadband, games consoles and Internet
      Protocol Television (IPTV). FremantleMedia is a subsidiary of RTL Group, Europe
      's largest television and radio broadcast company, which is 90% owned by
      Bertelsmann AG, an integrated media and entertainment company that commands
      leading positions in the world's media markets.


Page
          5 of
          25


“Small
      Talk” is a game show which is hugely successful around the world, starring
      little people, played by big people and enjoyed by viewers of all ages. Children
      aged between six and eight from various schools are taped prior to the studio
      recording, giving their answers and opinions to questions about life in general;
      the questions range from 'How long is a woman pregnant for before giving birth?'
      to 'What is a toupee?'. The answers are, in turn, hilarious, charming and
      bizarre! The studio centerpiece is a video wall of nine screens, with three
      contestants trying to predict how the children will respond to the questions.
      Aired in over 15 countries, “Small Talk” has garnered rating successes all
      around the world.





***50-50/2waytraffic***


In
      February 2008 Idea Asia signed a contract with 2waytraffic for the exclusive
      right of presenting the TV show “50-50” in China . “50-50” is the ultimate quiz
      show which extends the 50-50 Lifeline from “Who Wants To Be A Millionaire?” into
      a new format. Everything is about making a straight choice between two
      possibilities and contestants win the chance to fill in a blank check with
      the
      amount they think they deserve to win. 50-50 can run weekly or daily, and is
      versatile enough to play in any timeslot. Answering questions individually
      but
      ultimately working as a team, contestants must select an answer from two
      possible options before the question is passed over to their partner who must
      decide whether they agree or disagree. If they agree, the original answer is
      locked in, but if they disagree, they overrule their partner's answer and the
      other option is locked in instead. After two nail-biting rounds throughout
      which
      the stakes rise and the game-play gets trickier, the couple reaches the climax
      of the game.





**Going
      Forward**





In
      2008
      the Company plans to continue expanding upon our proven-successful agency
      partnership programs with established advertising agencies in China to grow
      the
      Media and Advertising segment of our business. Also we plan to develop a new
      stream of revenue from our TV entertainment business by building on what we’ve
      learned so far from the *Who
      Wants To Be A Millionaire?* TV show
      experience. We also plan to continue to seek new opportunities in China TV
      entertainment. We expect these objectives will dominate our operations in
      2008.





*Media
      & Advertising going forward.* In this
      segment we have had very solid performance as reflected in its financial
      performance. Our strategy of expanding through sales agents has been
      consistently working very well. Given this we plan to add more agents and
      continue this growth process. Additionally we plan to add more product offerings
      for the agent network to sell. We expect reasonable growth in this
      segment.





We
      will
      soon open an office in Shanghai where we will expand our sales effort for our
      media and advertising business. From this same office we also expand our TV
      entertainment sales and distribution efforts. We see the new Shanghai operation
      as a start to what will become a very synergistic sales and distribution hub
      for
      all of the AAGH businesses.





Currently
      we are reviewing plans to launch an online China-based consumer coupon service.
      Given our past experience in the online coupon business (in the US) we have
      the
      ability in-house to build the infrastructure and market the service. Management
      sees this as a synergistic business element within the AAGH family of media,
      advertising and entertainment businesses allowing for more channels of
      opportunity for our advertising clients.





*TV
      Entertainment going forward.* We
      learned a lot from our 2007 experience with *Who
      Wants To Be A Millionaire?* in
      China. Our plans going forward are to proceed in a revenue conscious manner
      to
      further development this business segment. With an industry veteran now
      directing the TV business segment, management believes the Company is on a
      good
      course to capitalize on the emerging TV entertainment business in China. The
      Company plans to continue to identify and acquire successful TV programs/formats
      from content providers. Through our initial effort with *Who
      Wants To Be A Millionaire?* we built
      a reputation of being a legitimate provider of high quality TV shows, not a
      “copy cat”.  Therefore, we are now proven and properly positioned to look
      for well established big name title sponsors who may also help subsidize
      production costs.


Page
          6 of
          25


We
      intend
      to generate revenue when our programs are broadcast on satellite TV and regional
      TV stations. Our target for 2008 is to have our programs distributed by 100
      of the more than 1000 TV stations in China with average revenue of $150-500
      per
      episode per regional TV station. Revenue per episode is dependant on the nature
      and geographic location of the individual TV station.





**Results
      of Operations for the Three Months Ended March 31, 2008 and March 31,
      2007**





During
      the three months ended March 31, 2008, we experienced a net profit of $390,932.
      We expect to improve our income position over the next 12 months as we plan
      to
      continue growing our profitable advertising sales business in China and we
      expect increased revenue from our TV entertainment business.





During
      the three months ended March 31, 2008, we generated nearly all of our revenues
      from our Media & Advertising division. Over the next twelve months, we plan
      to devote the majority of our resources to expanding and further developing
      our
      Media and Advertising segment and our Idea Asia subsidiary.




The
      following table sets forth our net revenues by each operational division for
      the
      three months ended March 31, 2008 and 2007:





**Revenue
      by Segment Three Months Ended March 31**





**2008**
            
            **2007**
            
            **Variance**
            
            **%**Media
                & Advertising
            
            $
            1,524,346
            
            $
            828,431
            
            $
            695,915
            
            
            84TV
                Entertainment
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            n/aAsia
                Global Corporate
            
            $
            0
            
            $
            64
            
            $
            (-64
            )
            
            n/a





In
      the
      first quarter of 2008 ended March 31, our revenues grew by 84% from $828,495
      in
      2007 to $1,524,346 in 2008 primarily resulting from increased advertising sales
      in our Media and Advertising business.





**Revenue
      – Media & Advertising**





During
      the three months ended March 31, 2008, our revenue for the Media &
Advertising segment was $1,524,346. Compared to the 2007 figure of $828,431,
      we
      experienced an increase of revenue of 84% from the comparable three months
      ended
      March 31, 2007, which is attributable to expanding our sales force through
      creating partnerships with established advertising agencies in China.





**Revenue
      – TV Entertainment**





During
      the three months ended March 31, 2008, there was no revenue for the TV
      Entertainment segment because we discontinued production of the mainland China
      version of *Who
      Wants To Be A Millionaire?.* There
      was
      also no revenue from the comparable three months period ended March 31, 2007
      as
      there yet were no broadcasts from our starting-up TV entertainment
      business.





**Cost
      of Sales**





Cost
      of
      Sales by Segment Three Months Ended March 31


**2008**
              
              **2007**
              
              **Variance**
              
              **%**Media
                  & Advertising
              
              $
              547,436
              
              $
              216,154
              
              $
              331,282
              
              
              153.26TV
                  Entertainment
              
              $
              0
              
              $
              165,854
              
              $
              (165,854
              )
              
              n/aAsia
                  Global Corporate
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              n/a


Page
          7 of
          25


Cost
      of
      sales were $547,436 representing 36% of our total revenue of $1,524,346 for
      the
      three months ended March 31, 2008 as compared to $382,008, 46% of total revenue
      of $828,495 for the three months ended March 31, 2007. The increase in cost
      of
      sales as a percentage of sales for the three months ended March 31, 2008 is
      attributable to increased printing costs related to the production of
      directories and trade publications for our media and advertising
      business.





**Cost
      of Sales – Media & Advertising**





Cost
      of
      sales for our Media & Advertising segment was $547,436 representing 36% of
      our total segment revenue of $1,524,346 for the three months ended March 31,
      2008 as compared to $216,154, or 26% of our total segment revenue of $828,431
      for the three months ended March 31, 2007. The increased cost of sales as a
      percentage of revenue is attributable to increased printing costs related to
      the
      production of directories and trade publications for this segment.





**Cost
      of Sales – TV Entertainment**





Cost
      of
      sales for the TV Entertainment segment was $0, for the three months ended March
      31, 2008, because there was no production during this period, compared to
      $165,854 for the same period during 2007 attributed to the production of *Who
      Wants To Be A Millionaire?* for the
      China TV entertainment market.





**Selling,
      General and Administrative Expenses**





Selling,
      General and Administrative Expenses by Segment Three Months Ended March 31


**2008**
              
              **2007**
              
              **Variance**
              
              **%**Media
                  & Advertising
              
              $
              273,681
              
              $
              292,345
              
              $
              (18,664
              )
              
              -         6.38TV
                  Entertainment
              
              $
              102,392
              
              $
              250,945
              
              $
              (148,553
              )
              
              -       59.20Asia
                  Global Corporate
              
              $
              37,757
              
              $
              2,916,911
              
              $
              (2,879,154
              )
              
              -       98.71





Selling,
      general and administrative expenses decreased $3,046,371 to $413,830 for the
      three months ended March 31, 2008 as compared to $3,460,201 for the three months
      ended March 31, 2007. The decrease in expenses during the three months ended
      March 31, 2008 was primarily attributable to a decrease in non-cash consulting
      expenses related to expansion into the TV market in China.





**Selling,
      General and Administrative Expenses – Media &
Advertising**





During
      the three months ended March 31, 2008, our selling, general and administrative
      expenses for our Media & Advertising segment were $273,681. Compared to the
      2007 figure of $292,345, for the three months ended March 31, 2007 we
      experienced a 6.38% decrease of $18,664.




**Selling,
      General and Administrative Expenses – TV Entertainment**





During
      the three months ended March 31, 2008, our selling, general and administrative
      expenses for our TV Entertainment segment were $102,392, compared to the figure
      of the three months ended March 31, 2007 of $250,945. The 59.20% decrease
      attributable to lowered, virtually eliminated, selling and advertising costs
      in
      this segment, primarily due to the ceased marketing and production of *Who
      Wants To Be A Millionaire?* TV Show
      in China.





**Selling,
      General and Administrative Expenses – Asia Global Corporate**





During
      the three months ended March 31, 2008, our selling, general and administrative
      expenses for the Asia Global Corporate sector were $37,757 compared to
      $2,916,911 during the same period of 2007 of which $2,757,325 were non-cash
      stock-based professional fees related to business expansion into China. The
      decrease is attributable to the reduction in non-cash stock-based professional
      fees related to business expansion into China.


Page
          8 of
          25


**Depreciation,
      Amortization of Intangible Assets, and Impairment Loss of Property, Plant and
      Equipment**





**2008**
            
            **2007**Depreciation
            
            $
            3,547
            
            $
            11,421Amortization
                of intangible assets
            
            $
            26,474
            
            $
            26,474$
            30,021
            
            $
            37,895Included
                in cost of salesDepreciation
            
            $
            0
            
            $
            0Amortization
                of intangible assets
            
            $
            0
            
            $
            0Amortization
                of broadcast and licensing rights
            
            $
            0
            
            $
            0$
            0
            
            $
            0





During
      the three months ended March 31, 2008 we experienced non-cash expenditures
      of
      $3,547 and $26,474 from depreciation of fixed assets and amortization of
      intangible assets, respectively. The 68.9% decrease in depreciation during
      the
      three months ended March 31, 2008 as compared with the depreciation of $11,421
      for the same period in 2007 is attributed to additional depreciation of TV
      production studio. On amortization of intangible assets, the figure for the
      three months ended March 31, 2008 was $26,474, which was the same compared
      to
      the same period of 2007.





**Other
      Income (Expense)**





Total
      other income for both periods presented was immaterial and consisted of the
      following:




**2008**
            
            **2007**Other
                incomeFixed
                asset rental income
            
            $
            0
            
            $
            0Interest
                income
            
            $
            2,367
            
            $
            4,854Miscellaneous
                other income
            
            $
            0
            
            $
            0$
            2,367
            
            $
            4,854Interest
                expense
            
            $
            29,475
            
            $
            15,410Total
                other income
            
            $
            -27,108
            
            $
            -10,556





There
      was
      no fixed asset rental income during the three months ended March 31,
      2008 . During
      the three months ended March 31, 2008, other significant income only includes
      interest income. Interest expense increased to $29,475 during the three months
      ended March 31, 2008, compared to $15,410 during the same period of 2007.





**Net
      Income/Loss**





We
      experienced a net profit for the three months ended March 31, 2008 of $390,932
      compared to net loss of $2,947,163 for the same period in 2007. The increase
      in
      profitability is primarily attributed to the reduction in non-cash charges
      related to business expansion into China which during the same period of the
      previous year totaled $2,757,325.





**Net
      Income/Loss by Segment Three Months Ended March 31**


**2008**
              
              **2007**
              
              **Variance**
              
              **%**Media
                  & Advertising
              
              $
              531,537
              
              $
              389,811
              
              $
              141,726
              
              
              36.36TV
                  Entertainment
              
              $
              (102,392
              )
              $
              (416,799
              )
              $
              314,407
              
              
              -          75.43Asia
                  Global Corporate
              
              $
              (38,213
              )
              $
              (2,920,175
              )
              $
              2,881,962
              
              
              -          98.69


Page
          9 of
          25


**Net
      Income – Media & Advertising**





The
      net
      income for the three months ended March 31, 2008 in our Media & Advertising
      segment was $551,537, a 36.36% increase compared to a net income of $389,811
      for
      2007. The increase in net income is primarily attributable to substantial
      increase in sales of media and advertising services primarily as a result of
      increased promotion and expanded sales force through partner
      agencies.





**Net
      Loss – TV Entertainment**




A
      net
      loss of $102,392 was experienced from our TV Entertainment segment for the
      three
      months ended March 31, 2008 compared to net loss of $416,799 for the three
      months ended March 31, 2007. Loss is primarily attributable to $50,519 operating
      costs related to operations of the *Who
      Wants To Be A Millionaire?* TV
      program which were still winding down during the quarter and $47,630 in
      operations related to new TV entertainment operations of Idea Asia. The overall
      decrease in losses for the quarter ended March 31, 2008 compared to the same
      quarter of the previous year are attributable to significantly decreased
      operations for the segment due to the halting of the *Who
      Wants To Be A Millionaire?* project.





**Net
      Loss – Asia Global Corporate**




During
      the three months ended March 31, 2008 we experienced a net loss of $38,213
      from
      our Asia Global Corporate operations, compared to a net loss of $2,920,175
      for the same period in 2007. The decrease in losses was primarily attributable
      to the reduction of non-cash stock-based compensation for professional services
      rendered.





**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 may be adversely 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 Month** **s
      Ended March 31, 2008 and 2007**





**Cash
      flows from operating activities**





We
      experienced negative cash flows provided by operations in the amount of
      $1,045,382 for the three months ended March 31, 2008, primarily due to increased
      in accounts receivable from operations of $564,261 and increased in amount
      due
      to related parties from operations of $518,257 .





For
      the
      three months ended March 31, 2007 we experienced positive cash flows provided
      by
      operations in the amount of $1,365,248, primarily due to net loss from
      operations of $2,697,084 offset by non-cash charges such as depreciation and
      amortization of $37,651, common stock issued for services of $2,757,325,
      stock-based compensation to an executive of $102,082 and changes in operating
      assets such as a decrease in accounts receivable of $1,405,026 and decreases
      in
      our accounts payable and accrued expenses of $252,909.





**Cash
      flows from investing activities**





Net
      cash
      flows used in investing activities for the three months ended March 31, 2008
      was
      $3,856 primarily representing the purchase of property, plant and equipment
      in
      the amount of $1,500 and increase in restricted cash of $2,356.





For
      the
      three months ended March 31, 2007 net cash flows used in investing activities
      amounted to $3,278 primarily representing an increase of restricted cash
      required as part of our subsidiary's banking facility agreements of
      $2,342.


Page
          10
          of 25


**Cash
      flows from financing activities**





Net
      cash
      flows provided by financing activities for the three months ended March 31,
      2008
      was $29,276 mainly representing advances under letters of credit of $155,545,
      drawdown of secured bank loan of $115,385 and repayment of a secured bank loan
      of $238,051 . For the
      same period in 2007 net cash flow used in financing activities was $310,057
      representing the issuance of a promissory note of $370,000, drawdown of a
      secured bank loan of $134,704 and offset by repayments of secured bank loan
      of
      $189,052 and advances to related parties of $623,257.





**Liquidity**





Our
      growth plans may 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 $2,800,000 for operating
      expenses assuming revenue growth and no significant change in marketing or
      product development strategies. We expect to meet these capital needs from
      sales
      revenues and, to the extent we do not have sufficient revenues, from our
      existing cash reserves or other external sources of financing.





The
      accompanying consolidated financial statements contemplate continuation of
      the
      Company as a going concern. However, 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 because
      the
      Company has cash and cash equivalents of $57,225 and restricted cash of $560,460
      totaling approximately $600,000 and has $794,000 available for use, in which
      $786,185 being utilized under its current line of credit facility and positive
      cash flow from operating activities which should satisfy cash requirements
      over
      the next 12 month.





Management
      took steps to reduce operating costs and moved a significant portion of its
      U.S.
      operations to China during 2006 to benefit from lower overhead costs and further
      capitalize on the growth potential and success. We continued to enjoy these
      benefits in 2007 and expect the same in 2008. Management plans to continue
      reviewing all aspects of its business and making adjustments as needed to those
      considered unprofitable. Therefore, for at least the next twelve months, the
      Company can 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.


Page
          11
          of 25


**Accounts
      receivable and provision for bad debts**





Accounts
      receivable, net of provision for bad debts, are presented at net realizable
      value. The Company periodically records a provision for bad debts based on
      management’s judgment resulting from an evaluation of the collectibility of
      accounts receivable by assessing, among other factors, our customer’s
      willingness or ability to pay, repayment history, general economic conditions,
      and the ongoing relationship with our customers. The total amount of this
      provision is determined by first identifying the receivables of customers that
      are considered to be a higher credit risk based on their current overdue
      accounts, difficulties in collecting from these customers in the past, and
      their
      overall financial condition. For each of these customers, the Company estimates
      the extent to which the customer will be able to meet its financial obligations
      and records a provision that reduces our trade receivable for that customer
      to
      the amount that is reasonably believed will be collected. Additional provisions
      may be required in the future if the financial condition of our customers or
      general economic conditions deteriorate, thereby reducing net
      earnings.





**Impairment
      of long-lived assets**





We
      review
      property, plant and equipment and purchased intangible assets for impairment
      whenever events or changes in circumstances indicate the carrying value of
      an
      asset may not be recoverable. Our asset impairment review assesses the fair
      value of the assets based on the future cash flows the assets are expected
      to
      generate. An impairment loss is recognized when estimated undiscounted future
      cash flows expected to result from the use of the asset plus net proceeds
      expected from disposition of the asset (if any) are less than the carrying
      value
      of the asset. When an impairment is identified, the carrying amount of the
      asset
      is reduced to its estimated fair value. Deterioration of our business in a
      geographic region or within a business segment in the future could also lead
      to
      impairment adjustments as such issues are identified. The accounting effect
      of
      an impairment loss would be a charge to earnings, thereby reducing our net
      earnings.





**Accounting
      for stock-based compensation**





The
      Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123(R)"), from January 1, 2006, which requires the measurement and recognition
      of compensation expense for all share-based awards made to employees and
      directors, including employee stock options and shares issued through its
      employee stock purchase plan, based on estimated fair values..





**Income
      taxes**





The
      Company adopted 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.




**Employees**





As
      of
      March 31, 2008, we had approximately 51 full-time employees employed in Greater
      China. From time to time we employ independent contractors to support our
      production, engineering, marketing, and sales departments





**Website
      Access to our SEC Reports**





Our
      Internet website address is www.asiaglobalholdings.com. Through our Internet
      website, we will make available, free of charge, the following reports as soon
      as reasonably practicable after electronically filing them with, or furnishing
      them to, the SEC: our Annual Reports on Form 10-K; our Quarterly Reports on
      Form
      10-Q; our Current Reports on Form 8-K; and amendments to those reports filed
      or
      furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934,
      as
      amended (the "Exchange Act"). Our Proxy Statements for our Annual Stockholder
      Meetings are also available through our Internet website. Our Internet website
      and the information contained therein or connected thereto are not intended
      to
      be incorporated into this Annual Report on Form 10-K.




You
      may
      also obtain copies of our reports without charge by writing to:


Page
          12
          of 25


Attn:
      Investor Relations


Asia
      Global Holdings **** Corp. ****


834
      S.
      Broadway, 5th Floor


Los
      Angeles, California 90014





or


Asia
      Global Holdings Corp


1601-1604
      CRE Centre


889
      Cheung Sha Wan Road, Kowloon, Hong Kong


Attn:
      Investor Relations





The
      public may also 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 $1,192,944 would decrease net income before provision
      for income taxes by approximately $9,572 for the fiscal year ended December
      31,
      2007. 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.





**ITEM
              4T.**
            **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, 2008 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.


Page
          13
          of 25


Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting during the
      quarter ended March 31, 2008, 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.





**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
      were
      unable to achieve profitability in accordance with generally accepted accounting
      principles in the United States, or GAAP, for the year ended December 31, 2007
      and we may be unable to achieve profitability in the future. We incurred net
      losses of $5,908,545 for the twelve months ended December 31, 2007. Even if
      we
      do achieve profitability, we may not be able to sustain or increase
      profitability on a quarterly or an annual basis in the future.





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 users, attract new users 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.





**We
      may not be able to successfully upgrade and integrate our existing products
      and
      technology.**





Our
      ability to compete depends, in part, on our success at upgrading and integrating
      our existing products and technology. From time to time we upgrade and issue
      new
      releases of our existing technology to integrate new functionalities and respond
      to industry developments. We may experience bugs, delays, difficulties or
      increased costs that could hinder or prevent the successful design, integration,
      development, introduction or marketing of new releases of our technology. In
      addition, we must ensure that performance levels of our technology remain steady
      when we release new versions to our customers. Any material delays in
      introducing a new release or performance problems could cause us to lose
      customers and cause our revenue to decline.


Page
          14
          of 25


Our
      international operations face legal and cultural challenges and subject us
      to
      additional risks. We have operations in a number of international markets,
      including Asia, United States, Europe and Canada, and we currently derive
      approximate all of our revenue from non-U.S. markets. To date, we have limited
      experience in marketing, selling and distributing our solutions internationally.
      Our international operations are subject to other risks, including:




•
changes
      in regulatory requirements;





•
reduced
      protection for intellectual property rights in some countries;





•
      potentially adverse tax consequences and restrictions on cash flow resulting
      from, among other things:





•
local
      statutory liquidity requirements for businesses operating in certain foreign
      countries;





•
the
      need to maintain cash balances to meet short-term capital
      requirements;





•
      operations in foreign countries with higher tax rates than the United
      States;





•
the
      inability to utilize certain foreign tax credits; and





•
the
      inability to utilize some or all of our losses generated in one or more foreign
      countries;





•
general
      import/export restrictions relating to encryption technology and/or privacy
      matters;





•
      difficulties and costs of staffing and managing foreign operations;





•
local
      law requirements governing employment contracts, which may impose, among other
      things, minimum notice periods and minimum severance payments for involuntary
      terminations;





•
      political and economic instability;





•
      fluctuations in currency exchange rates; and





•
      seasonal reductions in business activity during the summer months in Europe
      and
      certain other parts of the world.





Any
      or
      all of these risks could affect our business outside of the United States and
      negatively impact our results of operations.





**Our
      future revenues and results of operations may be difficult to forecast and
      results in prior periods may no be indicative of future
      results.**





At
      times
      in the past and in certain segments, our revenues have fluctuated on a quarterly
      and annual basis as well as grown significantly and has decreased significantly.
      Accurate predictions of future revenues are difficult because of the rapid
      changes in the markets in which we operate.


Our
      results of operations have fluctuated and may continue to fluctuate
      significantly in the future as a result of a variety of factors, many of which
      are beyond our control. These factors include:





•
the
      addition of new clients or the loss of existing clients;





•
changes
      in fees paid by advertisers or other clients;





•
changes
      in the amount of royalties payable by us to owners of websites or the imposition
      of new charges or fees by website owners;





•
the
      demand by advertisers and web-publishers for our advertising
      solutions;


Page
          15
          of 25


•
the
      introduction of new Internet marketing services by us or our
      competitors;





•
      variations in the levels of capital or operating expenditures and other costs
      relating to the maintenance or expansion of our operations, including personnel
      costs;





•
      seasonality;





•
changes
      in results of operations brought about by newly acquired businesses or new
      joint
      ventures, which may be exceedingly difficult to predict due to management's
      lack
      of history with such businesses or joint ventures;





•
changes
      in governmental regulation of the Internet; and





•
general
      economic conditions.





Our
      future revenues and results of operations may be difficult to forecast due
      to
      the above factors and the time we may need to adequately respond to any changes
      in them. Our profit margins may suffer if we are unable to pass some of the
      costs on to our customers. In addition, our expense levels are based in large
      part on our investment plans and estimates of future revenues. Any increased
      expenses may precede or may not be followed by increased revenues, as we may
      be
      unable to, or may elect not to, adjust spending in a timely manner to compensate
      for any unexpected revenue shortfall. As a result, we believe that
      period-to-period and year-to-year comparisons of our results of operations
      may
      not be meaningful.





**Changes
      in general economic conditions could have a material impact on our
      business.**





Our
      results of operations could be impacted by changes in overall economic
      conditions that impact consumer spending within China and the United States.
      Future economic conditions affecting disposable income such as employment
      levels, consumer confidence, business conditions, stock market volatility,
      weather conditions, acts of terrorism, threats of war, and interest and tax
      rates could reduce consumer spending or cause consumers to shift their spending
      away from our products. If the economic conditions and performance of the retail
      and media environment worsen, we may experience material adverse impacts on
      our
      business, operating results and financial condition.





**Acquisitions
      may harm our financial results.**





Acquisitions
      have been part of our growth and may continue to be part of our growth in the
      future. Our acquisitions may be of entire companies, certain assets of
      companies, controlling interests in companies or of minority interests in
      companies where we intend to invest as part of a strategic alliance. If we
      are
      not successful in integrating companies that we acquire or are not able to
      generate adequate sales from the acquired entities, our business could be
      materially and adversely affected.





**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.


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**Television
      production budgets may increase, and television production spending may exceed
      such budgets.**




Our
      future television budgets may continue to increase due to factors including,
      but
      not limited to, (1) escalation in compensation rates of people required to
      work on our current projects, (2) number of personnel required to work on
      our current projects, (3) equipment needs, (4) the enhancement of
      existing, or the development of new, proprietary technology and (5) the
      expansion of our facilities to accommodate the growth of the television and
      media segment. Under the Format Option Agreement for *Singing
      Bee* ,
      we will
      finance the budget for production and sale of the show. Due to production
      exigencies, which are often difficult to predict, it is not uncommon for
      television production spending to exceed television production budgets, and
      our
      current projects may not be completed within the budgeted amounts. In addition,
      when production of each film is completed, we may incur significant carrying
      costs associated with transitioning personnel on creative and development teams
      from one project to another. These carrying costs increase overall production
      budgets and could have a material adverse effect on our results of operations
      and financial condition.





**We
      have an obligation to finance production costs.**




We
      financed the production of *Who
      Wants to Be A Millionaire?,* and we
      will continue to finance the new format *Singing Bee* and
      may
      finance or fully finance other related products to be developed and produced.
      If
      our television and related products do not generate proceeds sufficient to
      more
      than offset our share of the production costs, our business, operating results
      and financial condition will be materially adversely affected.





**In
      order for our television and related products to be successful, we must develop
      appealing creative content.**




The
      success of each television production developed and produced by us depends
      in
      large part upon our ability to develop and produce engaging content and formats
      that will appeal to a broad audience. Traditionally, this process has been
      extremely difficult. While we have enjoyed success with our television
      productions, there can be no assurance that similar levels of success will
      be
      achieved by our subsequent productions, including *Singing Bee, Blackjack Bowling* and
      our
      other future projects.





**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.
      Additionally, as our business has escalated, we have increased our reliance
      on
      contractors and outside firms for development. We may not be able to attract,
      integrate and retain the numbers and types of candidates that we desire, and
      we
      may not be able to retain our contractors and outside firms and may not be
      able
      to replace them. 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.


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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.





**Our
      operations are vulnerable to natural disasters and other events, including
      terrorist attacks, because we have limited backup systems.**




We
      have
      limited backup systems and have experienced system failures and electrical
      outages from time to time in the past, which have disrupted our operations.
      We
      have a limited disaster recovery plan in the event of damage from fire, floods,
      typhoons, earthquakes, power loss, telecommunications failures, break-ins and
      similar events. Our operations are dependent on our ability to protect our
      computer systems against these unexpected adverse events. If any of the
      foregoing occurs, we may experience a complete system shutdown. Any business
      interruption insurance that we carry is unlikely to be sufficient to compensate
      us for loss of business in the event of a significant catastrophe.




In
      addition, interruptions in our services could result from the failure of our
      telecommunications providers to provide the necessary data communications
      capacity in the time frame we require. Our TradeDragon technology resides on
      computer systems located in our data centers housed by us in Hong Kong. These
      systems' continuing and uninterrupted performance is critical to our success,
      as
      a substantial portion of the revenue depend on the continuing availability
      of
      these systems. Despite precautions that we have taken, unanticipated problems
      affecting our systems have from time to time in the past caused, and in the
      future could cause, interruptions in the delivery of our solutions. Our
      business, results of operations and financial condition could be materially
      and
      adversely affected by any damage or failure that interrupts or delays our
      operations. To improve the performance and to prevent disruption of our
      services, we may have to make substantial investments to deploy additional
      servers or one or more copies of our Web sites to mirror our online resources.
      Although we believe we carry property insurance with adequate coverage limits,
      our coverage may not be adequate to compensate us for all losses, particularly
      with respect to loss of business and reputation that may occur.




In
      addition, terrorist acts or acts of war may cause damage to our employees,
      facilities, clients, our clients' customers and vendors, which could
      significantly impact our revenues, costs and expenses and financial position.
      The potential for future terrorist attacks, the national and international
      responses to terrorist attacks or perceived threats to national security, and
      other acts of war or hostility have created many economic and political
      uncertainties that could adversely affect our business and results of operations
      in ways that cannot be presently predicted. We are predominantly uninsured
      for
      losses and interruptions caused by terrorist acts and acts of war.





**Our
      network operations may be vulnerable to hacking, viruses and other disruptions,
      which may make our products and services less attractive and
      reliable.**




Internet
      usage could decline if any well-publicized compromise of security occurs.
      "Hacking" involves efforts to gain unauthorized access to information or systems
      or to cause intentional malfunctions or loss or corruption of data, software,
      hardware or other computer equipment. Hackers have made many attempts to breach
      the security of our network operations, with minimal disruption to date. If
      hackers are successful in the future, they could misappropriate proprietary
      information, which could lead to litigation against us, or cause substantial
      disruptions in our service. We may be required to expend capital and other
      resources to protect our Web site against hackers. Any measures we may take
      may
      not be effective. In addition, the inadvertent transmission of computer viruses
      could expose us to a material risk of loss or litigation and possible liability,
      as well as materially damage our reputation and decrease our user
      traffic.





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**We
      depend on proprietary rights and we face the risk of
      infringement.**




Our
      success and ability to compete are substantially dependent on our internally
      developed technologies and trademarks, which we protect through a combination
      of
      copyright, trade secret and trademark law. Patent applications and trademark
      applications we submit may not be approved. Even if they are approved, such
      patents or trademarks may be successfully challenged by others or invalidated.
      If our trademark registrations are not approved because third parties own such
      trademarks, our use of such trademarks will be restricted unless we enter into
      arrangements with such third parties that may be unavailable on commercially
      reasonable terms.




We
      generally enter into confidentiality or license agreements with our employees,
      consultants and corporate partners, and generally control access to and
      distribution of our technologies, documentation and other proprietary
      information. Despite our efforts to protect our proprietary rights from
      unauthorized use or disclosure, parties may attempt to disclose, obtain or
      use
      our solutions or technologies. The steps we have taken may not prevent
      misappropriation of our solutions or technologies, particularly in many foreign
      countries in which we operate, where laws or law enforcement practices may
      not
      protect our proprietary rights as fully as in the United States.




We
      have,
      from time to time, been, and may in the future be, subject to claims of alleged
      infringement of the trademarks and other intellectual property rights of third
      parties by us or by customers who employ our advertising solutions. We may
      be
      required, or may elect, to indemnify these parties against such claims. Such
      claims and any resultant litigation could subject us to significant liability
      for damages and could result in the invalidation of our proprietary rights.
      In
      addition, even if we prevail, such litigation could be time-consuming and
      expensive to defend, and could result in the diversion of our time and
      attention, any of which could materially and adversely affect our business,
      results of operations and financial condition. Any claims or litigation from
      third parties may also result in limitations on our ability to use the
      trademarks and other intellectual property subject to such claims or litigation
      unless we enter into arrangements with the third parties responsible for such
      claims or litigation, which may be unavailable on commercially reasonable terms,
      if at all.




**Future
      currency fluctuations and restrictions on currency exchange may adversely affect
      our business, including limiting our ability to convert Chinese renminbi into
      foreign currencies and, if Chinese renminbi were to decline in value, reducing
      our revenues in U.S. dollar terms.**




Our
      reporting currency is the U.S. dollar and our operations in China and Hong
      Kong
      use their respective local currencies as their functional currencies. The
      majority of our revenues derived and expenses incurred are in currencies other
      than the U.S. dollar. We are subject to the effects of exchange rate
      fluctuations with respect to any of these currencies. We can offer no assurance
      that these will be stable against the U.S. dollar or any other foreign
      currency.




The
      income statements of our international operations are translated into U.S.
      dollars at the average exchange rates in each applicable period. To the extent
      the U.S. dollar strengthens against foreign currencies, the translation of
      these
      foreign currencies denominated transactions results in reduced revenues,
      operating expenses and net income for our international operations. Similarly,
      to the extent the U.S. dollar weakens against foreign currencies, the
      translation of these foreign currency denominated transactions results in
      increased revenues, operating expenses and net income for our international
      operations. We are also exposed to foreign exchange rate fluctuations as we
      convert the financial statements of our foreign subsidiaries into U.S. dollars
      in consolidation. If there is a change in foreign currency exchange rates,
      the
      conversion of the foreign subsidiaries' financial statements into U.S. dollars
      will lead to a translation gain or loss which is recorded as a component of
      other comprehensive income. In addition, we have certain assets and liabilities
      that are denominated in currencies other than the relevant entity's functional
      currency. Changes in the functional currency value of these assets and
      liabilities create fluctuations that will lead to a transaction gain or loss.
      We
      have not entered into agreements or purchased instruments to hedge our exchange
      rate risks, although we may do so in the future. The availability and
      effectiveness of any hedging transactions may be limited and we may not be
      able
      to successfully hedge our exchange rate risks.


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**Changes
      to existing accounting pronouncements, including SFAS 123R, or taxation rules
      or
      practices may adversely affect our reported results of operations or how we
      conduct our business.**




A
      change
      in accounting pronouncements or taxation rules or practices can have a
      significant effect on our reported results and may even affect our reporting
      of
      transactions completed before the change is effective. Pursuant to SEC rules,
      we
      are required to implement the Statement of Financial Accounting Standards No.
      123 (revised 2004), "Share-Based Payment" ("SFAS 123R") starting in the first
      quarter of 2006. SFAS 123R requires us to measure compensation costs for all
      share-based compensation (including stock options and our employee stock
      purchase plan, as currently constructed) at fair value and take compensation
      charges equal to that value. The method that we use to determine the fair value
      of stock options is based upon, among other things, the volatility of our
      ordinary shares. The price of our ordinary shares has historically been
      volatile. Therefore, the requirement to measure compensation costs for all
      share-based compensation under SFAS 123R could negatively affect our
      profitability and the trading price of our ordinary shares. SFAS 123R and the
      impact of expensing on our reported results could also limit our ability to
      continue to use stock options as an incentive and retention tool, which could,
      in turn, hurt our ability to recruit employees and retain existing employees.
      Other new accounting pronouncements or taxation rules and varying
      interpretations of accounting pronouncements or taxation practice have occurred
      and may occur in the future. This change to existing rules, future changes,
      if
      any, or the questioning of current practices may adversely affect our reported
      financial results or the way we conduct our business.




**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 twelve months ended December 31,
      2007, the closing sale prices of our ordinary shares on the Over-the-Counter
      Bulletin Board ranged from $0.335 to $0.04 per share and the closing sale price
      on April 14, 2008 was $0.08 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.


Page
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**We
      may be classified as a passive foreign investment company, which could result
      in
      adverse U.S. tax consequences to U.S. investors.**




Based
      upon the nature of our income and assets, we may be classified as a passive
      foreign investment company, or PFIC, by the United States Internal Revenue
      Service for U.S. federal income tax purposes. This characterization could result
      in adverse U.S. tax consequences to you. For example, if we are a PFIC, our
      U.S.
      investors will become subject to increased tax liabilities under U.S. tax laws
      and regulations and will become subject to more burdensome reporting
      requirements. The determination of whether or not we are a PFIC is made on
      an
      annual basis, and those determinations depend on the composition of our income
      and assets, including goodwill, from time to time. Although in the past we
      have
      operated our business and in the future we intend to operate our business so
      as
      to minimize the risk of PFIC treatment, you should be aware that certain factors
      that could affect our classification as PFIC are out of our control. For
      example, the calculation of assets for purposes of the PFIC rules depends in
      large part upon the amount of our goodwill, which in turn is based, in part,
      on
      the then market value of our shares, which is subject to change. Similarly,
      the
      composition of our income and assets is affected by the extent to which we
      spend
      the cash we have raised on acquisitions and capital expenditures. In addition,
      the relevant authorities in this area are not clear and so we operate with
      less
      than clear guidance in our effort to minimize the risk of PFIC treatment.
      Therefore, we cannot be sure whether we are not and will not be a PFIC for
      the
      current or any future taxable year. In the event we are determined to be a
      PFIC,
      our stock may become less attractive to U.S. investors, thus negatively
      impacting the price of our stock.




**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.**




Our
      Chief
      Executive Officer, Michael Mak, 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
      must rely on the Chinese government to develop China's Internet infrastructure
      and, if it does not develop this infrastructure, our ability to grow our
      business could be hindered.**




The
      Chinese government's interconnecting, national networks connect to the Internet
      through government-owned international gateways, which are the only channels
      through which a domestic Chinese user can connect to the international Internet
      network. We rely on this backbone and China Telecom and China Netcom to provide
      data communications capacity primarily through local telecommunications lines.
      Although the Chinese government has announced plans to aggressively develop
      the
      national information infrastructure, we cannot assure you that this
      infrastructure will be developed. In addition, we have no guarantee that we
      will
      have access to alternative networks and services in the event of any disruption
      or failure. If the necessary infrastructure standards or protocols or
      complementary products, services or facilities are not developed by the Chinese
      government, the growth of our business could be hindered.




**We
      may be adversely affected by complexity, uncertainties and changes in PRC
      regulation of Internet business and companies, including limitations on our
      ability to own key assets such as our website.**




The
      Chinese government heavily regulates its Internet sector including the legality
      of foreign investment in the Chinese Internet sector, the existence and
      enforcement of content restrictions on the Internet and the licensing and permit
      requirements for companies in the Internet industry. Because these laws,
      regulations and legal requirements with regard to the Internet are relatively
      new and evolving, their interpretation and enforcement involve significant
      uncertainty. In addition, the Chinese legal system is a civil law system in
      which decided legal cases may be cited for reference but have little
      precedential value. As a result, in many cases it is difficult to determine
      what
      actions or omissions may result in liability. Issues, risks and uncertainties
      relating to China's government regulation of the Chinese Internet sector include
      the following:




•
We
      only
      have contractual control over our website in China; we do not own it due to
      the
      restriction of foreign investment in businesses providing value-added
      telecommunication services, including computer information services, online
      promotional advertising or electronic mail box services.




•
In
      addition, uncertainties relating to the regulation of the Internet business
      in
      China, including evolving licensing practices, give rise to the risk that
      permits, licenses or operations at some of our companies may be subject to
      challenge, which may be disruptive to our business, or subject us to sanctions,
      requirements to increase capital or other conditions or enforcement, or
      compromise enforceability of related contractual arrangements, or have other
      harmful effects on us.


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•
On
      December 11, 2001, the day China formally joined the World Trade Organization,
      the PRC State Council promulgated the FITE Regulations, which became effective
      on January 1, 2002. The FITE Regulations stipulate that the foreign party to
      a
      foreign-invested telecommunications enterprise can hold an equity share in
      such
      foreign-invested telecommunications enterprise that provides basic telecom
      services or value-added telecom services, ultimately not to exceed 49% or 50%,
      respectively. The Administrative Measures for Telecommunications Business
      Operating License were promulgated by the Chinese Ministry of Information
      Industry (MII) on December 26, 2001 and came into effect on January 14, 2002
      to
      supplement the FITE Regulations. However, there are still uncertainties
      regarding the interpretation and application of the FITE
      Regulations.




•
The
      numerous and often vague restrictions on acceptable content in China subject
      us
      to potential civil and criminal liability, temporary blockage of our website
      or
      complete cessation of our website. For example, the State Secrecy Bureau, which
      is directly responsible for the protection of state secrets of all Chinese
      government and Chinese Communist Party organizations, is authorized to block
      any
      website it deems to be leaking state secrets or failing to meet the relevant
      regulations relating to the protection of state secrets in the distribution
      of
      online information.




•
Because
      the definition and interpretation of prohibited content are in many cases vague
      and subjective, it is not always possible to determine or predict what and
      how
      content might be prohibited under existing restrictions or restrictions that
      might be imposed in the future. For example, in January 2005, the Chinese State
      Administration of Radio, Film & Television ("SARFT"), which regulates radio
      and television stations in China, issued a notice prohibiting commercials for
      value-added services related to "fortune-telling" from airing on radio and
      television stations, effective in February 2005. This notice could also lead
      to
      further actions by other Chinese government authorities to prohibit the sale
      of
      such fortune-telling related value-added services, which could have a material
      adverse effect on our financial position, results of operations, or cash flows.
      SARFT or other Chinese government authorities may prohibit the marketing of
      other advertising services via a channel we depend on to generate revenues,
      which could also have a material adverse effect on our financial position,
      results of operations or cash flows.




•
Certain
      Chinese governmental authorities have stated publicly that they are in the
      process of preparing new laws and regulations that will govern Internet
      activities. The areas of regulation currently include online advertising, online
      news reporting, online publishing, and the provision of industry-specific (e.g.,
      drug-related) information over the Internet. Other aspects of our online
      operations may be subject to regulation in the future. Our operations may not
      be
      consistent with these new regulations when they are put into effect and, as
      a
      result, we could be subject to severe penalties as discussed above.




•
The
      governing body of China's mobile industry, from time to time issues policies
      that regulate the business practices relating to advertising. We cannot predict
      the timing or substance of such regulations. Such regulations may have a
      negative impact on our business.




The
      interpretation and application of existing Chinese laws, regulations and
      policies, the stated positions of the MII and possible new laws, regulations
      or
      policies have created substantial uncertainties regarding the legality of
      existing and future foreign investments in, and the businesses and activities
      of, Internet businesses in China, including our business.




**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.




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**Our
      failure to compete successfully may hinder our growth.**




The
      markets for Internet advertising and related products and services are intensely
      competitive and such competition is expected to increase. Our failure to compete
      successfully may hinder our growth. We believe that our ability to compete
      depends upon many factors both within and beyond our control,
      including:




•
the
      development of new online advertising media and methods;




•
the
      timing and market acceptance of new products and enhancements of existing
      services developed by us and our competitors;




•
the
      ability to attract and retain qualified personnel;




•
      changing demands regarding customer service and support;




•
shifts
      in sales and marketing efforts by us and our competitors; and




•
the
      ease of use, performance, price and reliability of our services and
      products.




Some
      of
      our competitors have longer operating histories, greater name recognition,
      larger customer bases and significantly greater financial, technical and
      marketing resources than ours. In addition, current and potential competitors
      have established or may establish cooperative relationships among themselves
      or
      with third parties to increase the ability of their products or services to
      address the needs of our prospective clients. In addition, most online
      advertising companies are seeking to broaden their business models, so that
      companies that do not currently compete directly with us may decide to compete
      more directly with us in the future. We may be unable to compete successfully
      against current or future competitors.





**Changes
      in laws and standards relating to data collection and use practices and the
      privacy of internet users, or related litigation, could harm our
      business.**





The
      U.S.
      federal and various state governments have recently proposed limitations on
      the
      collection and use of information regarding Internet users. In 2004 and 2005,
      the U.S. Congress proposed several new pieces of legislation that would limit
      the use of technologies deemed to be "spyware", which some bills have defined
      to
      include cookies, Web beacons and javascript, which are required by our products
      and services. The effectiveness of our advertising products and services could
      be significantly limited by federal and state regulations limiting the
      collection or use of information regarding Internet users. Since many of the
      proposed federal and state laws or regulations are being developed, we cannot
      yet determine the impact these regulations may have on our business. In
      addition, growing public concern about privacy and the collection, distribution
      and use of personal information has led to self-regulation of these practices
      by
      the Internet advertising and direct marketing industry, and to increased federal
      and state regulation. Lastly, a number of civil actions have been brought by
      federal and state authorities against companies alleged to have distributed
      "spyware" without the proper consent of users. The Network Advertising
      Initiative has developed self-regulatory principles for online preference
      marketing. We are also subject to various federal and state regulations
      concerning the collection, distribution and use of personal information. These
      laws include the Children's Online Privacy Protection Act and state laws that
      limit or preclude the use of voter registration and drivers license information,
      as well as other laws that govern the collection and use of consumer credit
      information. While we monitor legislative initiatives, in the event that more
      onerous federal or state laws or regulations are enacted or applied to us or
      to
      our clients, our business, financial condition and results of operations could
      be materially and adversely affected.




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**Privacy
      concerns may prevent us from collecting user data.**





Growing
      concerns about the use of cookies and data collection may limit our ability
      to
      develop user profiles. Web sites typically place small files of information,
      commonly known as "cookies," on a user's hard drive, generally without the
      user's knowledge or consent. Cookie information is passed to the Web site
      through the Internet user's browser software. Our software technology enables
      the use of cookies and other non-personally-identifying information to deliver
      targeted advertising and to limit the frequency with which an advertisement
      is
      shown to a user. Most currently available Internet browsers allow users to
      modify their browser settings to prevent cookies from being stored on their
      hard
      drive, and Microsoft Corporation changed the design and instrumentation of
      its
      Web browser to give users the option to accept or reject third-party cookies.
      A
      small minority of users are currently choosing to prevent certain cookies.
      Users
      can also delete cookies from their hard drive or modify them at any time. Some
      Internet commentators and privacy advocates have suggested limiting or
      eliminating the use of cookies. Any reduction or limitation in the use of
      cookies or increase in the number of users blocking cookies could limit the
      effectiveness of our sales and marketing efforts and impair our profiling and
      targeting capabilities. Such changes also could adversely affect our ability
      to
      determine the reach of advertising campaigns sold and delivered by us and the
      frequency with which users of sites see the same advertisement.





If
      the
      use or effectiveness of cookies is limited, we would likely have to switch
      to
      other technology that would allow us to gather demographic and behavioral
      information. While such technology currently exists, it is substantially less
      effective than cookies. Replacement of cookies could require significant
      engineering time and resources, might not be completed in time to avoid negative
      consequences to our business, financial condition or results of operations,
      and
      might not be commercially feasible.





**We
      face risks associated with technological changes.**





The
      Internet and Internet advertising markets are characterized by rapidly changing
      technologies, evolving industry standards, frequent new product and service
      introductions and changing customer demands. Our future success will depend
      on
      our ability to adapt to rapidly changing technologies and to enhance existing
      solutions and develop and introduce a variety of new solutions to address our
      customers' changing demands. We may experience difficulties that could delay
      or
      prevent the successful design, development, introduction or marketing of our
      services. In addition, our new services or enhancements must meet the
      requirements of our current and prospective customers and must achieve
      significant market acceptance. Material delays in introducing new services
      and
      enhancements may cause customers to forego purchases of our services and
      purchase those of our competitors.


In
      addition, the development of commercial software and technology that blocks,
      eliminates or otherwise screens out Internet advertising may reduce the value
      of
      advertising inventory services and the benefits of our services to our
      customers. We cannot guarantee that a new commercial software or technology,
      for
      end-users or enterprises, will not be capable of eliminating a portion or all
      of
      the advertisement formats, including email, banners, pop-ups, pop-unders and
      other formats, that we utilize through the Internet or that we currently deliver
      through our services. To the extent that our customers refuse to pay for
      advertisements that are blocked, or if the use of blocking software exceeds
      our
      expectations, our business, results of operations and financial condition may
      be
      materially and adversely affected.





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





None.





**ITEM
              3.**
            **DEFAULTS
                UPON SENIOR SECURITIES**





None.





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





None.





**ITEM
              5.**
            **OTHER
                INFORMATION**





None.




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**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.




**CHINA
                MARINE FOOD GROUP LIMITED**/s/
                Michael MakMichael
                Mak, Chief Executive OfficerDated:
                May 16, 2008
            (Principal
                executive officer)





/s/
                Michael MakMichael
                Mak, Chief Financial OfficerDated:
                May 16, 2008
            (Principal
                financial officer)




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