**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB / A#1**




x Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange


Act
      of
      1934 For the quarterly period ended September 30, 2006




o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
      of


1934
      For
      the transition period ___________ 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 ofIncorporation
                  or organization)
              
              (IRS
                  Employer Identification No.)




**1601-1604
      CRE Centre**


**889
      Cheung Sha Wan Road**


**Kowloon,
      Hong Kong**




(Address
      of principal executive offices)





(213)
      243-1503


(Issuer's
      telephone number, including area code)




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




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. (Check
      one):




Large
      accelerated filer o Accelerated
      filer o Non-accelerated
      filer x




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




The
      number of shares outstanding of each of the Registrant's classes of common
      stock, as of September 30, 2006 was 29,862,000 shares, all of one class of
      $0.001 par value Common Stock.







**EXPLANATORY
      NOTE**




This
      Quarterly Report on Form 10-QSB/A-1 ("Form 10-QSB/A-1") is being filed as
      Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended
      September 30, 2006, which was originally filed with the Securities and Exchange
      Commission ("SEC") on November 20, 2006, (the "Original Filing"). We are filing
      this Amendment No. 1 for the following reasons:




(i)
      to
      update Part 1 Item 1. Consolidated Financial Statements to restate our
      consolidated statement of cash flows to present
      changes in cash flows from disbursements
      for loans or advances made and receipts from collections of loans or advances
      made as a component of investing activities rather
      than as financing activities as previously reported ;




(ii)
      to
      update Part 1 Item 1. Consolidated Financial Statements and Notes 10 and 12
      to
      restate our consolidated balance sheet, consolidated statement of operations
      and
      consolidated statement of cash flows to account for the financial impacts of
      the
      preferred stock and restricted common stock to be issued under a service
      agreement with an executive.







(iii)
      to
      revise or expand our disclosures in Part I. Item 2. Management's Discussion
      and
      Analysis of Financial Condition and Results of Operations;




(iv)
      to
      update our disclosures in Part I. Item 4. Controls and Procedures;




(v)
      to
      amend Part II. Item 6. Exhibits to reflect our inclusion of updated Exhibits
      31
      and 32 for this filing; and




Other
      than the above specific items, there have been no other changes to the Original
      Filing.















**TABLE
      OF CONTENTS**




**PAGE****PART
                I.****FINANCIAL
                INFORMATION**Item
                1. Consolidated Financial StatementsCondensed
                Consolidated Balance Sheet as September 30, 2006
                (unaudited)
            
            
            5Condensed
                Consolidated Statement of Operations for the Three and Nine
                MonthsEnded
                September 30, 2006 and September 30, 2005 (unaudited)
            
            
            7Condensed
                Consolidated Statement of Cash Flow for the Nine Months
                EndedSeptember
                30, 2006 and September 30, 2005 (unaudited)
            
            
            8Notes
                to Condensed Consolidated Financial Statements (unaudited)
            
            
            9Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operation or Plan of Operation
            
            
            14Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            
            18Item
                4. Controls and Procedures
            
            
            19**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            
            
            19Item
                1A. Risk Factors
            
            
            19Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            27Item
                3. Defaults Upon Senior Securities
            
            
            27Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            27Item
                5. Other Information
            
            
            27Item.
                6. Exhibits and Reports on Form 8-K
            
            
            28**SIGNATURES**
            
            
            **28**















**SPECIAL
      NOTE ON FORWARD LOOKING STATEMENTS**




This
      Quarterly Report on Form 10-QSB, as amended, including "Management's Discussion
      and Analysis of Financial Condition and Results of Operations or Plan of
      Operation" 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.













**PART
      1: FINANCIAL INFORMATION**




**Asia
      Global Holdings Corp.**  **and
      Subsidiaries**


**Condensed
      Consolidated Balance Sheet**




September
                30, 2006
              (Unaudited)
              (restated)
            
            December
                31, 2005
              (audited)ASSETSCurrent
                assetsCash
                and cash equivalents
            
            $
            30,596
            
            
            49,134Restricted
                cash
            
            
            414,894
            
            
            279,365Accounts
                receivable
            
            
            2,959,167
            
            
            586,090Prepaid
                and other current assets
            
            
            630,237
            
            
            340,507Amount
                due from related parties
            
            
            111,654
            
            
            461,460Total
                current assets
            
            
            4,146,548
            
            
            1,716,556Property,
                plant, and equipment, net
            
            
            61,785
            
            
            97,681Intangible
                assets, net
            
            
            337,151
            
            
            546,623Total
                assets
            
            $
            4,545,484
            
            
            2,360,860LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilitiesBank
                overdraft, secured
            
            $
            24,599
            
            
            411Secured
                bank loan - current portion
            
            
            473,753
            
            
            85,471Letters
                of credit
            
            
            253,654
            
            
            100,641Accounts
                payable and accrued liabilities
            
            
            997,376
            
            
            574,348Income
                tax payable
            
            
            240,995
            
            
            194,793Amounts
                due to related parties
            
            
            3,599
            
            
            6,401Total
                current liabilities
            
            
            1,993,976
            
            
            962,065Long-term
                liabilitiesSecured
                bank loan
            
            
            123,218
            
            
            142,449Deferred
                taxation
            
            
            32,109
            
            
            32,109Total
                long-term liabilities
            
            
            155,327
            
            
            174,558Total
                liabilities
            
            
            2,149,303
            
            
            1,136,623Stockholders'
                equitySeries
                A convertible preferred stock, $0.001 par value; 500,000 shares
                authorized:Issued
                and outstanding:9/30/06:
                None
            
            
            -
            
            
            -12/31/05:
                None
            
            
            -
            
            
            -To
                be issued:9/30/06:
                500,000 shares
            
            
            1,000,000
            
            
            -12/31/05:
                None
            
            
            -Common
                stock, $0.001 par value; 199,500,000 shares authorized:Issued
                and outstanding:
            
            
            29,862
            
            
            19,8629/30/06:
                29,862,00012/31/05:
                19,862,000To
                be issued:9/30/06:
                241,096 shares
            
            
            49,907
            
            
            -12/31/05:
                NoneOther
                comprehensive income
            
            
            3,566
            
            
            3,711Additional
                paid-in capital
            
            
            3,028,345
            
            
            1,219,095Accumulated
                deficit
            
            
            (1,715,499
            )
            
            (18,431
            )Total
                stockholders' equity
            
            
            2,396,181
            
            
            1,224,237Total
                liabilities and stockholders' equity
            
            $
            4,545,484
            
            
            2,360,860




See
      condensed notes to consolidated financial statements.












**Asia
      Global Holdings Corp. and Subsidiaries**


**Condensed
      Consolidated Statements of Operations**





Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30, 2006
              (Unaudited)
              (restated)
            
            September
                30, 2005
              (Unaudited)
            
            September
                30, 2006
              (Unaudited)
              (restated)
            
            September
                30, 2005
              (Unaudited)Revenues
            
            
            2,017,736
            
            
            408,222
            
            
            3,602,564
            
            
            1,717,547Cost
                of revenues
            
            
            (632,885
            )
            
            (145,913
            )
            
            (1,040,203
            )
            
            (359,071
            )Gross
                profit
            
            
            1,384,851
            
            
            262,309
            
            
            2,562,361
            
            
            1,358,476Selling,
                general and administrative expenses
            
            
            (1,992,763
            )
            
            (181,748
            )
            
            (2,645,111
            )
            
            (923,095
            )Stock-based
                compensation to an executive
            
            
            (1,049,907
            )
            
            -
            
            
            (1,049,907
            )
            
            -Depreciation
                and amortization
            
            
            (81,787
            )
            
            (108,074
            )
            
            (245,366
            )
            
            (326,249
            )Operating
                income (loss)
            
            
            (1,739,606
            )
            
            (27,513
            )
            
            (1,378,023
            )
            
            109,132Other
                income (expense)Other
                income
            
            
            6,981
            
            
            8,947
            
            
            20,475
            
            
            23,545Interest
                expenses
            
            
            (10,925
            )
            
            -
            
            
            (27,648
            )
            
            -Total
                other income (expense)
            
            
            (3,944
            )
            
            8,947
            
            
            (7,173
            )
            
            23,545Income
                (loss) before income taxes
            
            
            (1,743,550
            )
            
            (18,566
            )
            
            (1,385,196
            )
            
            132,677Provision
                for income taxes
            
            
            (181,410
            )
            
            (4,473
            )
            
            (311,872
            )
            
            (83,447
            )Net
                income (loss)
            
            $
            (1,924,960
            )
            $
            (23,039
            )
            $
            (1,697,068
            )
            $
            49,230Basic
                and diluted income (loss) per share:
            
            $
            (0.08
            )
            $
            -
            
            $
            (0.07
            )
            $
            -Basic
                and diluted weighted average shares outstanding
            
            
            25,225,043
            
            
            19,862,000
            
            
            22,893,934
            
            
            19,862,000




See
      condensed notes to consolidated financial statements.








**Asia
      Global Holdings Corp. and Subsidiaries**


**Condensed
      Consolidated Statement of Cash Flows**




Nine
                Months EndedSeptember
                30,2006
              (Unaudited)
              (restated)
            
            September
                30,2005
              (Unaudited)
              (restated)Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (1,697,068
            )
            $
            49,230Adjustments
                to reconcile net (loss) income to net cash(used
                in) provided by operating activities:Stock-based
                compensation to an executive, non-cash
            
            
            1,049,907
            
            
            -Common
                stock issued for services rendered
            
            
            1,819,250
            
            
            -Depreciation
                and amortization
            
            
            245,366
            
            
            326,249Loss
                on disposal of property, plant and equipment
            
            
            -
            
            
            5,596Provision
                for income taxes
            
            
            311,872
            
            
            83,447Changes
                in operating assets:Accounts
                receivable
            
            
            (2,373,077
            )
            
            10,186Inventories
            
            
            -
            
            
            118,556Prepaid
                and other current assets
            
            
            (289,730
            )
            
            (125,967
            )Accounts
                payable and accrued liabilities
            
            
            423,028
            
            
            25,594Income
                taxes
            
            
            (265,670
            )
            
            (1,324
            )Net
                cash (used in) provided by operating activities
            
            
            (776,122
            )
            
            491,567Cash
                flows from investing activities:Increase
                in restricted cash
            
            
            (135,529
            )
            
            (257,085
            )Loan
                from a director
            
            
            -
            
            
            (301,025
            )Net
                repayment from (advance to) related parties
            
            
            347,004
            
            
            (211,936
            )Cash
                paid for intangible assets
            
            
            -
            
            
            (83,038
            )Net
                cash flows provided by (used in) investing activities
            
            
            211,475
            
            
            (853,084
            )Cash
                flows from financing activities:Bank
                overdraft
            
            
            24,188
            
            
            25,347Advances
                under letters of credit
            
            
            153,013
            
            
            -New
                bank loan raised
            
            
            714,093
            
            
            256,410Repayments
                of bank loan
            
            
            (345,042
            )
            
            (7,122
            )Net
                cash provided by financing activities
            
            
            546,252
            
            
            274,635Net
                decrease in cash and cash equivalents
            
            
            (18,395
            )
            
            (86,882
            )Effect
                of foreign currencies on cash flows
            
            
            (143
            )
            
            4,586Cash
                and cash equivalents, beginning of period
            
            
            49,134
            
            
            88,317Cash
                and cash equivalents, end of period
            
            $
            30,596
            
            $
            6,021






See
      condensed notes to consolidated financial statements.
















**Asia
      Global Holdings Corp. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**September
      30, 2006**


**(Unaudited)**









**NOTE
      1 - BACKGROUND, BASIS OF PRESENTATION AND GOING CONCERN**





On
      June
      6, 2006, Asia Global Holdings Corp. (the "Company" or " AAGH " or "we"),
      formerly known as BonusAmerica Worldwide Corp., filed a Certificate of Amendment
      with the Secretary of State of Nevada effectuating a name change of the Company
      from “BonusAmerica Worldwide Corp.” to “Asia Global Holdings Corp.”. On July 6,
      2006 the Company filed a request with the National Association of Securities
      Dealers to change its name and symbol. The change of name and new symbol became
      effective on July 17, 2006. The Company's new trading symbol is AAGH. Effective
      July 17, 2006, the Company has relocated its headquarters from “834 S. Broadway,
      5th Floor, Los Angeles, California” to “1601-1604 CRE Centre 889 Cheung Sha Wan
      Road, Kowloon, Hong Kong”.





Asia
      Global Holdings Corp. offers a suite of advertising and media services and
      products that meet the need of marketers and advertisers including Internet
      marketing, search engine marketing ("SEM"), email marketing and print
      advertising. We work closely with advertisers to implement integrated online
      and
      offline advertising and media solutions and manage campaign planning and
      execution. We are one of the few established providers of Internet marketing
      services and online advertising technology within the People's Republic of
      China
      ("PRC"). We sell our products and services worldwide from 3 sales locations
      in 3
      countries to a consumer base in Asia, North America, Europe, and
      Canada.





**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements of AAGH
      have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States for interim financial information and the instructions to Form
      10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all
      information and disclosures necessary for a presentation of our financial
      position, results of operations, and cash flows in conformity with accounting
      principles generally accepted in the United States.





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Management makes its best estimate of the ultimate outcome for these items
      based
      on historical trends and other information available when the financial
      statements are prepared. Changes in estimates are recognized in accordance
      with
      the accounting rules for the estimate, which is typically in the period when
      new
      information becomes available to management. Actual results could differ from
      those estimates.




In
      the
      opinion of management, all adjustments (which include only normal recurring
      adjustments) necessary to present fairly the financial position, results of
      operations and cash flows for all periods presented have been made. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue and expenses. Actual
      results may differ from these estimates. The results of operations for the
      period ended September 30, 2006 are not necessarily indicative of the operating
      results that may be expected for the entire year ending December 31, 2006.
      The
      interim financial statements should be read in conjunction with the financial
      statements in the Company's Annual Report on Form 10-KSB for the year ended
      December 31, 2005, filed with the Securities and Exchange Commission on April
      17, 2006 and October 10, 2006, as amended.





The
      consolidated financial statements include the accounts of AAGH and its
      subsidiaries. All significant intercompany transactions and balances have been
      eliminated.





Certain
      comparative prior period amounts have been reclassified to conform to the
      current period's presentation.





**Going
      concern**





The
      accompanying consolidated financial statements have been prepared in conformity
      with generally accepted accounting principles, which contemplate continuation
      of
      the Company as a going concern. However, the Company has generated negative
      cash
      flows from operating activities during recent periods. In view of these matters,
      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.









To
      meet
      these objectives, the Company is in the process of seeking additional financing
      to forward its business plan, but has not entered into any agreements to obtain
      such financing. There is no assurance that such financing will be available,
      or
      if available, that such financing will be available on reasonable terms. Even
      if
      the Company obtains such financing, there is no assurance that we will be able
      to generate profitable operations. Accordingly, management has taken steps
      to
      reduce operating costs and moved a significant portion of its U.S. operations
      to
      China to benefit from lower overhead costs and further capitalize on the growth
      potential and success. Management believes that actions presently taken to
      revise the Company's operating and financial requirements provide the
      opportunity for the Company to continue as a going concern. The Company's
      ability to achieve these objectives cannot be determined at this time.





**NOTE
      2 - EARNINGS PER SHARE**





Basic
      and
      diluted net income (loss) per share is computed by dividing net income (loss)
      by
      the weighted average number of shares of common stock outstanding during the
      period. Diluted net income (loss) per share is computed by dividing net income
      (loss) by the weighted average number of shares of common stock and common
      stock
      equivalents outstanding during the period, for which there were none. For all
      periods presented, the Company's basic and diluted net income (loss) per share
      is the same.





**NOTE
      3 - RECENT ACCOUNTING PRONOUNCEMENTS**





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109, ” (FIN 48). 
FIN 48 clarifies the accounting for uncertainty in tax positions and requires
      that a Company recognize in its financial statements the impact of a tax
      position, if that position is more likely than not of being sustained on audit,
      based on the technical merits of the position.  The provisions of FIN 48
      are effective for fiscal years beginning after December 15, 2006.  The
      adoption of SFAS No. 156 is not expected to have any impact on the Company’s
      financial statements.





In
      September 2006, the FASB issued SFAS 157, *Fair
      Value Measurements* (“SFAS
      157”), which provides guidance about how to measure assets and liabilities that
      use fair value. SFAS 157 will apply whenever another US GAAP standard requires
      (or permits) assets or liabilities to be measured at fair value but does not
      expand the use of fair value to any new circumstances. This standard also will
      require additional disclosures in both annual and quarterly reports. SFAS 157
      will be effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and will be adopted by us beginning in the first
      quarter of 2008. The Company is currently evaluating the potential impact this
      standard may have its consolidated financial position, cash flows and results
      of
      operations, but does not believe the impact of the adoption will be
      material.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) 108, *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* (“SAB
      108”). SAB 108 was issued to eliminate the diversity of practice in how public
      companies quantify misstatements of financial statements, including
      misstatements that were not material to prior years’ financial statements. The
      Company will apply the provisions of SAB 108 to its annual financial statements
      for the year ending December 31, 2006. The Company has evaluated the potential
      impact of SAB 108 and does not believe the impact of the application of this
      guidance will be material to its consolidated financial position, cash flows
      and
      results of operations.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force ("EITF")), the American Institute of Certified Public
      Accountants ("AICPA"), and the SEC did not or are not believed by management
      to
      have a material impact on the Company's present or future financial statements.





**NOTE
      4 - CONCENTRATIONS OF CREDIT RISK**





·
            Supplier
                risk - As of September 30, 2006, the Company had three 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.·
            Revenues
                and account receivable - A majority of the Company’s revenues are
                generated by a few customers. If the Company was unable to obtain
                other
                customers, the Company's business, operating results and financial
                condition would be materially adversely
                affected.


**NOTE
      5 - GEOGRAPHIC INFORMATION**





**Geographic
      information.**




The
      Company operates primarily in the United States, Hong Kong, and China. The
      Company's geographic sales as a percent of total revenue are as
      follows:









Nine
                  months ended
              
              Nine
                  months endedSeptember,
                  30 2006
              
              September
                  30, 2005United
                  States
              
              
              1
              %
              
              3
              %Hong
                  Kong
              
              
              99
              %
              
              21
              %China
              
              
              -
              
              
              76
              %




**NOTE
      6 - RESTRICTED CASH**





The
      Company maintains a cash reserve in the amount of $20,000 with a bank, which
      is
      restricted as to use as a requirement of the Company's merchant (credit card)
      account. The Company's wholly-owned subsidiary, Sino-Trade, maintains a pledged
      fixed deposit bearing interest ranging from 3.5% to 3.95% as required per its
      bank financing agreements.




**NOTE
      7 - INCOME TAXES**




As
      of
      September 30, 2006, our deferred tax assets are fully offset by a valuation
      allowance. The Financial Accounting Standards Board’s Statement of Financial
      Accounting Standards No. 109 “Accounting for Income Taxes,” provides for
      the recognition of deferred tax assets if realization of such assets is more
      likely than not.





Provision
      for income taxes represents Hong Kong profits tax of $311,872 (2005: $83,447)
      for the Company's subsidiary operating in Hong Kong. Hong Kong profits tax
      rate
      was 17.5% on the subsidiary's estimated assessable profits arising in Hong
      Kong.




The
      Company'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 nine months ended
      September 30, 2006 and 2005.





Income
      taxes payable at September 30, 2006 consists of Hong Kong taxes payable of
      $240,995.





**NOTE
      8 - COMMITMENTS AND CONTINGENCIES**





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.





Letter
      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 Public Bank (Hong Kong) Ltd totaling $253,654 expiring through
      October and December 2006 respectively.





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
      7% to
      8.75% at September 30, 2006, payable in monthly installments until paid in
      full.
      As of September 30, 2006, total amounts outstanding under bank loans was
      $596,971. Future commitments for the next 12 months subsequent to the balance
      sheet date are as follows: 2007: $473,753; 2008: $123,218.





Capital
      commitment. The Company’s subsidiary operating in Hong Kong committed to
      purchasing a printing factory, Tung Sing Printing Factory, in China with a
      purchase contract price of $641,026. The purchase was expected to be completed
      on November 15, 2006. A deposit of $435,897 was paid as of September 30, 2006
      with a balance of $205,129 is due on completion no later than November 15,
      2006.
      Certain obligations that were to be fulfilled by the seller before November
      15,
      2006 for the purchase of the printing factory to be complete were unfulfilled
      as
      of the November 15, 2006 deadline. We had previously issued notice to the
      selling company indicating that if all obligations were not met by November
      15,
      2006 that we demand a refund of the deposit and cancel the transaction. Given
      that the obligations were not met, the purchase of the printing factory has
      now
      been cancelled and the refund of the deposit has been demanded. We expect to
      receive a refund of the entire deposit amount of $435,897 within the final
      quarter of this year therefore.





Operating
      leases. The Company's subsidiaries operating in Hong Kong is rent free and
      the
      PRC are committed under a non-cancelable operating lease with terms of two
      years
      with fixed monthly rentals and expiring through June 2008. None of the leases
      included contingent rentals. Lease expense charged to operations for the three
      and nine months ended September 30, 2006 amounted to approximately $2,970 and
      $14,566, respectively.










**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Amounts
      due from related parties. Amounts due from related parties are unsecured,
      interest free and re-payable on demand and represent amounts due from entities
      under common control of the CEO/CFO of this Company totaling
      $111,654.





Amounts
      due to related parties. Amounts due to related parties of $3,599 is attributed
      to amounts payable to a director and officer for accrued expenses incurred
      in
      the ordinary course of business.





Fixed
      assets rentals. On February 20, 2004, the Company agreed to lease property
      and
      equipment to Stanford based on a reasonable and agreed upon charge. During
      the
      three and nine months ended September 30, 2006 and 2005, fixed asset rental
      income was $4,350 (2005: $13,050), and is included in the consolidated statement
      of operations as other income.





Employment
      Agreement. On August 18, 2006, the Company entered into an employment agreement
      (the “Employee Agreement”)with its President and CEO, Michael Mak, for an
      initial term of five years renewable for an additional five-year period unless
      proper notice if give by either party not to renew. Compensation includes (i)
      a
      base salary is $60,000 per year, (ii) a signing bonus of 2,000,000 shares of
      restricted common stock payable upon execution of the agreement, subject to
      certain other terms and conditions, and (iii) a stock award of 500,000 shares
      of
      the Company’s Series A Convertible Preferred Stock, convertible at 1 preferred
      share to 200 shares of common stock, payable upon execution of the agreement.
      Other terms and conditions apply as detailed in the Employment Agreement. (See
      Note 10)





As
      of the
      date of this filing, neither the common stock nor the preferred stock have
      been
      issued.





**NOTE
      10 - STOCKHOLDERS' EQUITY**





Accounting
      for stock-based compensation - The
      Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123(R)"), 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. Prior to the adoption of SFAS
      123(R), the Company accounted for stock-based compensation using the intrinsic
      value method prescribed in Accounting Principles Board ("APB") Opinion No.25,
      "Accounting for Stock Issued to Employees." Under the intrinsic value method
      that was used to account for stock-based awards prior to January 1, 2006, which
      had been allowed under the original provisions of SFAS 123, compensation expense
      is recorded on the date of grant if the current market price of the underlying
      stock exceeded the exercise price. Any compensation expense is recorded on
      a
      straight-line basis over the vesting period of the grant. The adoption of this
      standard had a significant impact to the Company's accompanying condensed
      consolidated financial statements since the Company entered into the Employment
      Agreement which included stock-based compensation awards with its President
      and
      CEO, Michael Mak, on August 18, 2006. (See Note 9) Except for the above, the
      adoption of this standard had no impact to the Company’s financial position,
      results of operations or cash flows as the Company's previous stock-based
      compensation awards expired prior to January 1, 2006, and there have been no
      grants during the current year.





*Preferred
      stock authorized.*





During
      the quarter ended September 30, 2006, the Company created a class of
      non-dilutable preferred stock, 500,000 shares of $0.001 par value preferred
      stock, designated as Series A Convertible Preferred Stock and filed a
“Certificate of Designation” with the State of Nevada to establish the voting
      powers, designations, preferences, limitations, restrictions and relative rights
      of the Preferred Stock. Holders of the Series A Preferred Stock shall be
      entitled to receive dividends or other distributions with the holders of Common
      Stock on an as converted basis when, as, and when declared by the Directors
      of
      the Corporation. Each Series A Preferred Stock stockholder who desires to
      convert into the Corporation’s Common Stock must provide a ten (10) day written
      notice to the Corporation of its intent to convert one or more shares of Series
      A Preferred Stock into Common Stock at a conversion rate of 200 Common Stock
      Shares for every one (1) Series A Preferred Share. The Corporation may, in
      its
      sole discretion, wave the ten (10) day written notice requirement and allow
      for
      the immediate exercise to the right to convert. Holders of the Series A
      Preferred shall have the right to vote upon any matter submitted to the
      stockholders for a vote pursuant to the Certificate of Designation of the Rights
      and Preferences of the Series A Convertible Preferred Stock. Refer to Form
      8-K
      filed with the Commission on October 27, 2006 for further
      information.





*Preferred
      stock to be issued.*





Pursuant
      to the Employment Agreement dated August 18, 2006, the 500,000 shares of Series
      A Convertible Preferred Stock was payable to the Company’s President and CEO as
      part of a compensation package upon the execution of the agreement (See Note
      9).
      As of September 30, 2006, no Series A Convertible Preferred Stock had been
      issued and accordingly, the details of the preferred shares to be issued are
      presented in the stockholders’ equity section of the consolidated balance sheet
      under the caption “Preferred shares to be issued”. The grant date fair value of
      the 500,000 shares of Series A Convertible Preferred Stock was calculated based
      on Black-Scholes model, a closed-form pricing model based on the following
      assumptions: (i) risk-free interest rate of 5.25%; (ii) expected volatility
      of
      143% computed based on the daily volatility of the closing price of the common
      stock over a one-year period; (iii) the
      market value of the underlying common stock of $0.207 as at the date the
      Employment Agreement executed; (iv) the assumed fair value of the services
      render by the President for each underlying common granted of $0.207; and (v)
      immediate v esting
      period. Based
      on
      the Black-Scholes pricing model, the fair value of 500,000 shares of Series
      A
      Convertible Preferred Stock as the grant date was $1,000,000. Upon
      the
      issue of the Series A Convertible Preferred Stock, the par value of the Series
      A
      Convertible Preferred stock total $500 will be recognized as Series A
      Convertible Preferred Stock issued and outstanding. The excess of $999,500
      will
      be recognized as an addition to additional paid-in capital.








*Common
      stock authorized.*





During
      the quarter ended September 30, 2006, the Company filed an amendment to its
      articles of incorporation with the State of Nevada to increase its authorized
      capital from 75,000,000 shares of $0.001 par value common stock to 200,000,000
      shares of $0.001 par value capital stock, of
      which
      199,500,000 shares was designated as $0.001 par value Common Stock and 500,000
      shares was designated as $0.001 par value preferred stock.





*Common
      stock issued or to be issued*





During
      the nine months ended September 30, 2006, the Company issued or was obligated
      to
      issue the following shares of common stock:





(i)
      The
      Company issued 10,000,000 of unrestricted shares of common stock for services
      rendered relating to management services, business advisory, and legal and
      professional services valued at the fair market value on the date of grant. The
      aggregate fair value of the 10,000,000 unrestricted shares of common stock
      granted was approximately $1,819,000. The
      shares were issued under the Company's Registration Statement on Form S-8
      relating to the registration of the Company's 2005 Non-Qualified Incentive
      Stock
      Compensation Plan as filed with the SEC on January 9, 2006.




(ii)
      Pursuant to the Employment Agreement dated August 18, 2006, 2,000,000 shares
      of
      restricted common stock were payable to the Company’s President as a signing
      bonus to be earned over a period of one year as part of a compensation package
      upon the execution of the Employment Agreement (See Note 9). The fair value
      of
      the common stock signing bonus totaled $414,000 and will be recognized ratably
      over the one-year service period per the Employment Agreement. The fair value
      was based on the quoted market value of the Company’s common stock on the date
      of the Employment greement. As of September 30, 2006, 241,096 shares of common
      stock valued at $49,907, had been earned as compensation. As of September 30,
      2006, the Company had not yet issued the 241,096 shares of common stock earned
      under the agreement and accordingly, the details of the common shares to be
      issued are presented in the stockholders’ equity section of the consolidated
      balance sheet under the caption “Common stock to be issued”. Upon the issuance
      of the 241,096 shares of restricted common stock, the par value of the 241,096
      shares of restricted common stock totaling $241 will be transferred as an
      addition to common stock issued and outstanding. The excess of $49,666 will
      be
      recognized as an addition to the additional paid-in capital.




**NOTE
      11 - SUBSEQUENT EVENTS**





On
      October 19, 2006 the Company entered into management agreements with several
      individuals. The payment to each consultant or employee was made with shares
      of
      common stock from the 2006 Non-Qualified Incentive Stock Compensation Plan
      filed
      on Form S-8 with the SEC on October 27, 2006. The Company issued, under its
      Registration Statement on Form S-8 relating to the registration of the Company's
      2006 Non-Qualified Incentive Stock Compensation Plan, 25,000,000 unrestricted
      shares of common stock for services rendered relating to management services,
      business advisory, and legal and professional services valued at the fair market
      value on the date of grant.




**NOTE
      12 - RESTATEMENT AND CORRECTION OF AN ERROR**




The
      accompanying financial statements as of and for the three and nine months ended
      September 30, 2006, have been restated as follows:




(i)
      consolidated balance sheet, statement of operations and consolidated statement
      of cash flows - to reflect the financial impact of the preferred stock and
      restricted common stock to be issued under a service agreement with an executive
      as more fully described in Note 10. The restatement had no impact on cash flows
      from operations or total stockholders’ equity. The following table presents the
      effects of the restatement to net loss and basic and fully diluted loss per
      share :




Three
                Months
              Ended
                9/30/06
            Three
                Months
              Ended
                9/30/06
            Nine
                Months
              Ended
                9/30/06
            Nine
                Months
              Ended
                9/30/06(as
                restated)
            (as
                previously reported)
            (as
                restated)
            (as
                previously reported)Net
                loss
            ($1,924,960)
            ($875,053)
            ($1,697,068)
            ($647,161)Net
                loss per share (basic and diluted)
            ($0.08)
            ($0.03)
            ($0.07)
            ($0.03)









(ii)
      consolidated statements of cash flows - for the nine months ended September
      30,
      2006 and 2005 the consolidated statements of cash flows were restated to present
      changes in cash flows from disbursements
      for loans or advances made and receipts from collections of loans or advances
      made as a component of investing activities rather
      than as financing activities as previously reported. The restatement had no
      impact on net income, earnings per share (basic or diluted) or total
      stockholders’ equity.





**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS OR PLAN OF OPERATION**




The
      following discussion should be read in conjunction with AAGH's unaudited
      condensed consolidated financial statements and notes included herein. The
      results described below are not necessarily indicative of the results to be
      expected in any future period. Certain statements in this discussion and
      analysis, including statements regarding our strategy, financial performance
      and
      revenue sources, are forward-looking statements based on current expectations
      and entail various risks and uncertainties that could cause actual results
      to
      differ materially from those expressed in the forward-looking statements.
      Readers are referred to AAGH's Annual Report on Form 10-KSB for the year ended
      December 31, 2005, as filed with the Securities and Exchange Commission on
      April
      17, 2006 and October 10, 2006, as amended.




**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**




Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corporation)
      ("AAGH" "we" and the "Company") offers a suite of advertising and media services
      and products that meet the need of marketers and advertisers including Internet
      marketing, search engine marketing ("SEM"), email marketing and print
      advertising. We work closely with advertisers to implement integrated online
      and
      offline advertising and media solutions and manage campaign planning and
      execution.




We
      are
      further establishing our media and advertising division by expanding our client
      base and working with our existing clients to increase printed advertising
      in a
      quarterly industrial magazine and direct mailing services.




We
      are
      one of the few established providers of Internet marketing services and online
      advertising technology within the People's Republic of China ("PRC"). We sell
      our products and services worldwide from 3 sales locations in 3 countries to
      a
      consumer base in Asia, North America, Europe, and Canada.




**Future
      Plan of Operations**




We
      plan
      to continue to grow our media and advertising business in China and Hong Kong.
      We also plan to expand our business through the acquisition of high growth
      businesses and projects in China and possibly other emerging regions and
      markets.




We
      are in
      the process of seeking additional financing to forward our business plan, but
      have not entered into any agreements to obtain such financing. There is no
      assurance that such financing will be available, or if available, that such
      financing 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.




Because
      we have not yet raised the funding management believes is required to rollout
      our complete business plan, we have taken, and are continuing to take, steps
      to
      reduce our operating costs. We have moved a significant portion of our U.S.
      operations to China to benefit from lower overhead costs and further capitalize
      on the growth potential and success we have already experienced in our Media
      and
      Advertising business in Hong Kong and China. Some management and marketing
      operations will remain in the U.S. We have suspended operations and development
      of our consumer portals, RateandSave and More2Save, in our Media and Advertising
      division.














**Results
      of Operations by Segment for the Three and Nine Month Periods Ended September
      30, 2006 and September 30, 2005**







**3
                months ended****September
                30**
            
            
            **9
                months ended****September
                30***2006*
            
            
            *2005*
            
            
            *2006*
            
            
            *2005***Revenues**
            
            
            **2,017,736**
            
            
            **408,222**
            +394%
            
            **3,602,564**
            
            
            **1,717,547**
            +110%Online
                Retailing
            
            
            0
            
            
            2,094
            
            
            0
            
            
            43,071Media
                & Advertising
            
            
            2,017,736
            
            
            406,128
            
            
            3,602,564
            
            
            1,674,476**Cost
                of Sales**
            
            
            **632,885**
            
            
            **145,913**
            +334%
            
            **1,040,203**
            
            
            **359,071**
            +190%Online
                Retailing
            
            
            0
            
            
            6,383
            
            
            0
            
            
            125,327Media
                & Advertising
            
            
            632,885
            
            
            139,530
            
            
            1,040,203
            
            
            233,744**Administrative
                Expenses**
            
            
            **1,992,763**
            
            
            **181,748**
            +1011%
            
            **2,645,111**
            
            
            **923,095**
            +193%Online
                Retailing
            
            
            0
            
            
            9,989
            
            
            0
            
            
            45,767Media
                & Advertising
            
            
            1,992,763
            
            
            171,759
            
            
            2,645,111
            
            
            877,328**Stock-based
                compensation to an executive**
            
            
            **1,049,907**
            
            
            **0**
            +100%
            
            **1,049,907**
            
            
            **0**
            +100%Online
                Retailing
            
            
            0
            
            
            0
            
            
            0
            
            
            0Media
                & Advertising
            
            
            1,049,907
            
            
            0
            
            
            1,049,907
            
            
            0**Net
                Income/Loss**
            
            
            **(1,924,960**
            **)**
            
            **(23,039)**
            +8255%
            
            **(1,697,068**
            **)**
            
            **49,230**
            -3547%Online
                Retailing
            
            
            0
            
            
            (20,674
            )
            
            0
            
            
            (148,198
            )Media
                & Advertising
            
            
            (1,924,960
            )
            
            (2,365
            )
            
            (1,697,068
            )
            
            197,428




**Revenues**




Overall
      revenues for the three and nine month periods ended September 30, 2006 increased
      394% and 110%, respectively, from the comparable periods in the previous year.
      Increases in revenues are attributable to increased Media & Advertising
      sales in Hong Kong and China resulting from an increased number of sales
      agencies selling our services. All of our revenue was generated from our Media
      & Advertising business for the three and nine month periods ended September
      30, 2006. Our Online Retailing segment posted no sales during 2006 as a result
      of our planned cut backs in this segment.





**Cost
      of Sales**




Cost
      of
      sales for the three and nine month periods ended September 30, 2006, increased
      $486,972 and $681,132, respectively, due to increased printing and distribution
      costs resulting from increased sales of printed advertising.





**Selling,
      General and Administrative Expenses**





Selling,
      general and administrative expenses for the three and nine months ended
      September 30, 2006, increased 1011% and 193%, respectively. Increases are
      primarily attributable to a non-cash charge of $1,819,250 representing the
      fair
      value of common stock issued for management services, business advisory, and
      legal and professional services rendered. Increases in normal operating expenses
      are mainly attributable to increases in promotional spending for exhibitions
      and
      advertising for the purposes of obtaining new clients for our Advertising &
Media services. We’ve lowered employment fees and related overhead as a result
      of shifting some sales from in-house sales personnel to outside agents. Selling,
      general and administrative expenses primarily consisted of staffing costs,
      legal
      and professional fees, and the non-cash charge of $1,819,250 representing the
      fair value of common stock issued for management services, business advisory,
      and legal and professional services rendered. With the exception of staff
      reduction costs resulting from the scale-back in our online retailing US
      operations and our efforts to reduce our overall operating expenses through
      implementation of staff reduction costs in our Hong Kong and China operations,
      we expect administrative expenses to increase once we implement our business
      expansion plan, which will depend on the availability of future debt or equity
      financing. We expect legal and professional fees associated with adhering to
      the
      reporting requirements associated with being a US public company to remain
      relatively stable, but will increase significantly once we begin to implement
      internal controls and procedures to comply with the reporting requirements
      of
      the Sarbanes-Oxley Act of 2002, which we expect to begin implementing as soon
      as
      practicable.





**Stock-based
      compensation to an executive**




Stock-based
      compensation to an executive represents the fair value of compensation earned
      for the three and nine months ended September 30, 2006. The compensation cost
      represents the aggregate value of 500,000 shares of Series A Convertible
      Preferred Stock preferred stock to be issued and 241,096 shares of restricted
      common stock to be issued to an executive pursuant to the Employment Agreement
      dated August 18, 2006.







**Other
      income (expense)**





Other
      income for both the three and nine months period ended September 30, 2006 and
      2005, primarily includes fixed asset rental income of $4,350 and $13,050,
      respectively, which represents assets leased to Stanford International Holding
      Corporation, a related party, based on a reasonable and agreed upon charge
      that
      approximated 25% of the depreciation expense in 2004. Other expense for both
      periods presented represents interest expense incurred on our banking
      loans.




**Net
      Income/Loss**




During
      the three and nine months ended September 30, 2006 we experienced net losses
      of
      $1,924,960 and $1,697,068, respectively. The loss before provision for
      income tax in the three months ended September 30, 2006, was $1,743,550. The
      loss is mainly attributed to fees in the sum of $1,643,750 paid in S-8
      shares, not cash, to management consultants in the 3rd Quarter and fair value
      of
      stock-based compensation to an executive amounting to $1,049,907 as described
      more fully above and in Note 10 to the consolidated financial statements. We
      expect our position to improve over the next 12 months while at the same time
      we
      expect that continued expansion may result in losses as we invest more resources
      in further developing operations in China and Hong Kong. There can be no
      assurance that we will achieve or maintain profitability or that any revenue
      growth will take place in the future.




**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 forward our business plan, but have not entered into any agreements
      to obtain such financing. There is no assurance that such 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 Period Ended March 31, 2006 and
      2005**




At
      September 30, 2006, our principal source of liquidity was cash and cash
      equivalents of $30,596 and working capital was $2,152,572. We expect we will
      need additional external financing to implement our business expansion plan,
      however, there is no assurance of the availability of funds on acceptable terms
      or if at all.





Consistent
      with previous the quarters of 2006, the business for the 3 rd Quarter
      2006 was mainly produced in the China market through Sino Trade, the Company’s
      subsidiary in China. To preserve cash, we elected to pay our management
      consultants in the form of common stock (S-8 shares), in lieu of cash, based
      on
      the fair value of the services rendered.




*Cash
      flows from operating activities*




We
      experienced negative cash flows from operating activities for the nine month
      period ended September 30, 2006, primarily resulting from a net loss offset
      by
      non-cash charges such as preferred and common stock issued for services,
      depreciation and amortization, and reversal of accrued expenses, and changes
      in
      operating activities accounts such as (i) an increase in accounts receivable
      due
      to increased sales and as a result of changing our customer mix from selling
      our
      services only through in-house sales reps to using outside media sales agencies
      to sell our services, which allows us to extend longer payments terms than
      we
      did for individual companies because we are familiar with the agencies and
      know
      they are financially solid; and (ii) an increase in cash paid for other current
      assets. Net cash flows generated from operating activities for the comparative
      period in 2005 primarily represents a reduction in net income offset by non-cash
      charges such as depreciation and amortization, a decrease in accounts receivable
      due to cash collections on outstanding balances, cash paid for other current
      assets and cash paid resulting in the reduction of outstanding liabilities
      from
      the preceding fourth quarter.





*Cash
      flows from investing activities*




Net
      cash
      flows provided by (used in) investing activities for 2006 and 2005 respectively,
      mainly consists of amounts advanced or repaid to related parties and a director.
      Net cash flows used in investing activities for the first nine months of 2006
      and 2005 also consisted of a pledged bank deposit and cash paid for the
      acquisition of fixed and intangible assets, respectively.




*Cash
      flows from financing activities*




Net
      cash
      flows provided by financing activities for both periods presented consist of
      payments and / or advances on our banking facilities.









*Future
      liquidity needs*




Our
      future liquidity will depend on our revenue growth and our ability to generate
      revenues and control our operating expenses. 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. However,
      our growth plans require additional funding from outside sources. We intend
      to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required.




On
      a
      long-term basis and to implement our business expansion plans, our liquidity
      will be dependent on establishing and maintaining 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.
      Additionally, we will have to significantly modify our plans.




**Off-Balance
      Sheet Arrangements**




At
      September 30, 2006, we did not have any relationship with unconsolidated
      entities or financial partnerships, which other companies have established
      for
      the purpose of facilitating off-balance sheet arrangements or other
      contractually narrow or limited purposes as defined in Item 303(a)(4)(ii) of
      SEC
      Regulation S-K. Therefore, we are not materially exposed to any financing,
      liquidity, market or credit risk that could arise if we had engaged in such
      relationships.




**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.




**Allowance
      for Doubtful Accounts**




Accounts
      receivable are reviewed to determine the need for an allowance for amounts
      that
      may become uncollectible in the future. The necessity of an allowance is based
      on management's review of accounts receivable balances and historic write-offs.
      In the event that our accounts receivables become uncollectible, we would be
      forced to record additional adjustments to receivables to reflect the amounts
      at
      net realizable value. The accounting effect of this entry would be a charge
      to
      income, thereby reducing our net profit. Although we consider the likelihood
      of
      this occurrence to be remote based on past history and the current status of
      our
      accounts, there is a possibility of this occurrence.




**Income
      taxes**




We
      record
      a valuation allowance to reduce our deferred tax assets to the amount that
      is
      more likely than not to be realized. We have considered future market growth,
      forecasted earnings, future taxable income, the mix of earnings in the
      jurisdictions in which we operate, and prudent and feasible tax planning
      strategies in determining the need for a valuation allowance. In the event
      we
      were to determine that we would not be able to realize all or part of our net
      deferred tax assets in the future, an adjustment to the deferred tax assets
      would be charged to earnings in the period in which we make such determination.
      Likewise, if we later determine that it is more likely than not that the net
      deferred tax assets would be realized, we would reverse the applicable portion
      of the previously provided valuation allowance. In order for us to realize
      our
      deferred tax assets we must be able to generate sufficient taxable income in
      the
      tax jurisdictions in which the deferred tax assets are located.





**Accounting
      for stock-based compensation**





The
      Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123(R)"), 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. Prior to the adoption of SFAS
      123(R), the Company accounted for stock-based compensation using the intrinsic
      value method prescribed in Accounting Principles Board ("APB") Opinion No.25,
      "Accounting for Stock Issued to Employees." Under the intrinsic value method
      that was used to account for stock-based awards prior to January 1, 2006, which
      had been allowed under the original provisions of SFAS 123, compensation expense
      is recorded on the date of grant if the current market price of the underlying
      stock exceeded the exercise price. Any compensation expense is recorded on
      a
      straight-line basis over the vesting period of the grant. The adoption of this
      standard had a significant impact to the Company's financial position, results
      of operations or cash flows since the Company entered
      into the Employment Agreement which included stock-based compensation awards
      with its President and CEO, Michael Mak, on August 18, 2006







**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**




Foreign
      Currency Exchange Rate Risk




The
      majority of our revenues derived and expenses and liabilities incurred are
      in
      Chinese Renminbi with a relatively small amount in Hong Kong dollars and U.S.
      dollars. Thus, our revenues and operating results may be impacted by exchange
      rate fluctuations in the currencies of China and Hong Kong. We have not tried
      to
      reduce our exposure to exchange rate fluctuations by using hedging transactions.
      However, we may choose to 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. Accordingly, we may experience
      economic losses and negative impacts on earnings and equity as a result of
      foreign exchange rate fluctuations.




**ITEM
      4. CONTROLS AND PROCEDURES.**




Evaluation
      of Disclosure Controls and Procedures. Under the supervision and with the
      participation of our management, including our principal executive officer
      and
      principal financial officer, we conducted an evaluation of the effectiveness
      of
      the design and operation of our disclosure controls and procedures, as defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
      as of
      the end of the period covered by this report (the "Evaluation Date"). Based
      upon
      the evaluation, our principal executive officer and principal financial officer
      concluded as of the Evaluation Date that our disclosure controls and procedures
      were effective. Disclosure controls are controls and procedures designed to
      reasonably ensure that information required to be disclosed in our reports
      filed
      under the Exchange Act, such as this report, is recorded, processed, summarized
      and reported within the time periods specified in the SEC's rules and forms.
      Disclosure controls include controls and procedures designed to reasonably
      ensure that such information is accumulated and communicated to our management,
      including our chief executive officer and chief financial officer, as
      appropriate to allow timely decisions regarding required
      disclosure.




Changes
      in Internal Controls. There was no change in our internal control over financial
      reporting during the quarter ended September 30, 2006, that materially affected,
      or is 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 Asia Global Holdings Corp**




*We
      may not be able to sustain our profitability.*




We
      were
      unable to achieved profitability in accordance with generally accepted
      accounting principles in the United States, or GAAP, for the quarter ended
      September 30, 2006 and we may be unable to achieve profitability in the future.
      We incurred net losses of $1,924,960 for the three months ended September 30,
      2006.* 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.





*
      - In
      the 3 rd Quarter,
      fees in the sum of $1,643,750 paid in S-8 shares, not cash, to management
      consultants and stock-based compensation to an executive in the sum of
      $1,049,907 to be settled by preferred and common stock . We experienced a net
      loss before provision of income tax of $1,743,550 for the three months ended
      September 30, 2006. Nevertheless, since the consulting fees and the stock-based
      compensation to an executive were settled or to be settled in the form of
      issuance of preferred and common stock, there was no effect to the cash flow
      in
      the said period.




*We
      may not be ale 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.




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
      substantially all of our revenues 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:







o
      changes
      in regulatory requirements;




o
      reduced
      protection for intellectual property rights in some countries;




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




|X|
      local
      statutory liquidity requirements for businesses operating in certain foreign
      countries; |X| the need to maintain cash balances to meet short-term capital
      requirements; |X| operations in foreign countries with higher tax rates than
      the
      United States; |X| the inability to utilize certain foreign tax credits; and
      |X|
      the inability to utilize some or all of our losses generated in one or more
      foreign countries;




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




o
      difficulties and costs of staffing and managing foreign operations;




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




o
      political and economic instability;




o
      fluctuations in currency exchange rates; and




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




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




*We
      are undertaking several global initiatives in order to better leverage our
      business, and our efforts may not be successful or may not be beneficial to
      each
      of the offices in which we operate.*




In
      order
      to realign and better leverage our business we have commenced several global
      initiatives, including harmonizing our global product lines across the offices
      in which we operate and creating global standards for product management,
      development and marketing, which we will continue during the course of 2006.
      In
      order to synchronize our various offices and create a uniform worldwide business
      model we will need to, among other things, set up uniform processes, formalize
      and build out training courses, set up global information sharing and
      communication processes, identify and track productivity and cost measurements
      and identify areas of inefficiency and develop global recovery plans. While
      we
      anticipate that the global realignment will have cost and efficiency savings
      for
      our business, there is no guarantee that our global efforts will be successful
      over the long run. Additionally, the global business model that we implement
      for
      each of our business segments may not be the ideal standard for each of our
      offices, and may result in increased costs and decreased savings for particular
      offices and lines of business throughout our organization.




*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 grown significantly
      and
      have 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:*




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




o
      changes
      in fees paid by advertisers or other clients;




o
      the
      demand by advertisers and Web publishers for our advertising
      solutions;




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




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




o
      seasonality, which tends to result in lower revenue during the summer months
      of
      the third quarter and higher revenue in the fourth quarter of each
      year;







o
      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;




o
      changes
      in governmental regulation of the Internet; and




o
      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.




*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 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.




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. Search is currently one of our
      fastest growing areas. 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.




*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
      outbreaks of Severe Acute Respiratory Syndrome ("SARS"), Avian flu or other
      widespread public health problems could adversely affect our
      business.*




Future
      outbreaks of SARS, Avian flu or other widespread public health problems in
      China
      and surrounding areas, where most of our employees work, could negatively impact
      our business in ways that are hard to predict. Prior experience with the SARS
      virus suggests that a future outbreak of SARS, Avian flu or other widespread
      public health problems may lead public health authorities to enforce
      quarantines, which could result in closures of some of our offices and other
      disruptions of our operations. A future outbreak of SARS, Avian flu or other
      widespread public health problems could result in reduction of our advertising
      and fee-based revenues.




*Political
      and economic conditions in Greater China and the rest of Asia are unpredictable
      and may disrupt our operations if these conditions become unfavorable to our
      business.*




We
      expect
      to derive a substantial percentage of our revenues from the Greater China
      market. Changes in political or economic conditions in the region are difficult
      to predict and could adversely affect our operations or cause the Greater China
      market to become less attractive to advertisers, which could reduce our
      revenues. We maintain a strong local identity and presence in each of the
      regions in the Greater China market and we cannot be sure that we will be able
      to effectively maintain this local identity if political conditions were to
      change. Furthermore, many countries in Asia have experienced significant
      economic downturns since the middle of 1997, resulting in slower GDP growth
      for
      the entire region as a result of higher interest rates and currency
      fluctuations. If declining economic growth rates persist in these countries,
      expenditures for Internet access, infrastructure improvements and advertising
      could decrease, which could negatively affect our business and our profitability
      over time.




Economic
      reforms in the region could also affect our business in ways that are difficult
      to predict. For example, since the late 1970s, the Chinese government has been
      reforming the Chinese economic system to emphasize enterprise autonomy and
      the
      utilization of market mechanisms. Although we believe that these reform measures
      have had a positive effect on the economic development in China, we cannot
      be
      sure that they will be effective or that they will benefit our
      business.









*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 Chinese Renminbi
      with a relatively small amount in Hong Kong dollars and U.S. dollars. We are
      subject to the effects of exchange rate fluctuations with respect to any of
      these currencies. For example, the value of the Renminbi depends to a large
      extent on Chinese government policies and China's domestic and international
      economic and political developments, as well as supply and demand in the local
      market. Since 1994, the official exchange rate for the conversion of Renminbi
      to
      U.S. dollars had generally been stable and the Renminbi had appreciated slightly
      against the U.S. dollar. However, on July 21, 2005, the Chinese government
      changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar.
      Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed
      band against a basket of certain foreign currencies. As a result of this policy
      change, Chinese Renminbi appreciated approximately 2.5% against the U.S. dollar
      in 2005. It is possible that the Chinese government could adopt a more flexible
      currency policy, which could result in more significant fluctuation of Chinese
      Renminbi against the U.S. dollar. We can offer no assurance that Chinese
      Renminbi 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.




Although
      Chinese governmental policies were introduced in 1996 to allow the
      convertibility of Chinese Renminbi into foreign currency for current account
      items, conversion of Chinese Renminbi into foreign exchange for capital items,
      such as foreign direct investment, loans or securities, requires the approval
      of
      the State Administration of Foreign Exchange, or SAFE, which is under the
      authority of the People's Bank of China. These approvals, however, do not
      guarantee the availability of foreign currency. We cannot be sure that we will
      be able to obtain all required conversion approvals for our operations or that
      Chinese regulatory authorities will not impose greater restrictions on the
      convertibility of Chinese Renminbi in the future. Because a significant amount
      of our future revenues may be in the form of Chinese Renminbi, our inability
      to
      obtain the requisite approvals or any future restrictions on currency exchanges
      could limit our ability to utilize revenue generated in Chinese Renminbi to
      fund
      our business activities outside China, or to repay foreign currency obligations,
      including our debt obligations, which would have a material adverse effect
      on
      our financial conditions and results of operation.




*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, and
      our
      registered independent public accounting firm to attest to, 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 and auditor attestation 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.




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




We
      may
      experience significant fluctuations in our quarterly operating results due
      to a
      variety of factors, many of which are outside of our control. Significant
      fluctuations in our quarterly 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.




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





The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. During the three months ended September 30,
      2006, the prices of our ordinary shares on the Nasdaq Bulletin Board Market
      ranged from $0.075 to $0.35 per share and the closing sale price on November
      15,
      2006 was $0.101 per share. Our stock price may fluctuate in response to a number
      of events and factors, such as quarterly variations in operating results,
      announcements of technological innovations or new products and media properties
      by us or our competitors, changes in financial estimates and recommendations
      by
      securities analysts, the operating and stock price performance of other
      companies that investors may deem comparable, new governmental restrictions
      or
      regulations and news reports relating to trends in our markets. In addition,
      the
      stock market in general, and the market prices for China-related and
      Internet-related companies in particular, have experienced extreme volatility
      that often has been unrelated to the operating performance of such companies.
      These broad market and industry fluctuations may adversely affect the price
      of
      our ordinary shares, regardless of our operating performance.




*We
      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.*




In
      March
      2004, Stanford reported that they beneficially acquired approximately 57.9%
      of
      our outstanding ordinary shares. The percentage of ownership by Stanford has
      not
      changed since the date of the acquisition of shares. As a result, Stanford
      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:




o
      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.




o
      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.




o
      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.




o
      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.




o
      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.







o
      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.




o
      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.




*If
      tax benefits currently available to us in China were no longer available, our
      effective income tax rates for our China operations could increase to
      33%.*




We
      are
      incorporated in the Nevada where no state income taxes are imposed, however
      United State federal income taxes are imposed. We have operations in four tax
      jurisdictions including China, the U.S., Hong Kong and Canada. For the U.S.,
      Hong Kong and Canada, we have incurred net accumulated operating losses for
      income tax purposes. We believe that it is more likely than not that these
      net
      accumulated operating losses will not be utilized in the future and hence we
      have not recorded income tax provisions or benefits for these locations. We
      do
      not expect that we will record any income tax provisions for our operations
      in
      the U.S., Hong Kong and Canada in the foreseeable future.




Even
      if
      we are in compliance with Chinese governmental regulations relating to licensing
      and foreign investment prohibitions, the Chinese government may prevent us
      from
      advertising or distributing content that it believes is inappropriate and we
      may
      be liable for such content or we may have to stop profiting from such
      content.




China
      has
      enacted regulations governing Internet access and the distribution of news
      and
      other information. In the past, the Chinese government has stopped the
      distribution of information over the Internet that it believes to violate
      Chinese law, including content that it believes is obscene, incites violence,
      endangers national security, is contrary to the national interest or is
      defamatory. In addition, we may not publish certain news items, such as news
      relating to national security, without permission from the Chinese government.
      Furthermore, the Ministry of Public Security has the authority to cause any
      local Internet service provider to block any website maintained outside China
      at
      its sole discretion. Even if we comply with Chinese governmental regulations
      relating to licensing and foreign investment prohibitions, if the Chinese
      government were to take any action to limit or prohibit the distribution of
      information through our network or to limit or regulate any current or future
      content or services available to users on our network, our business could be
      significantly harmed.




*Because
      the definition and interpretation of prohibited content is 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.*




In
      January 2005, the Chinese State Administration of Radio, Film and Television
      ("SARFT"), which regulates radio and television stations in China, issued a
      notice prohibiting commercials for MVAS 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 SMS 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
      value-added services via a channel we depend on to generate revenues, which
      could have a material adverse effect on our financial position, results of
      operations or cash flows.




*You
      may experience difficulties in effecting service of legal process, enforcing
      foreign judgments or bringing original actions in China based on United States
      or other foreign laws against us.*




We
      conduct our operations in China and a significant portion of our assets is
      located in China. In addition, some of our directors and executive officers
      reside within China. As a result, it may not be possible to effect service
      of
      process within the United States or elsewhere outside China upon those directors
      or executive officers, including with respect to matters arising under U.S.
      federal securities laws or applicable state securities laws. Moreover, our
      Chinese counsel has advised us that China does not have treaties with the U.S.
      and many other countries that provide for the reciprocal recognition and
      enforcement of judgment of courts. As a result, recognition and enforcement
      in
      China of judgments of a court of the U.S. or any other jurisdiction in relation
      to any matter may be difficult or impossible.







*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.




*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:




o
      the
      development of new online advertising media and methods;




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




o
      the
      ability to attract and retain qualified personnel;




o
      changing demands regarding customer service and support;




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




o
      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.




*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**




On
      August
      17, 2006, the Shareholders ratified the Board of Director’s actions to create
      500,000 shares of Series A Convertible Preferred Stock. (Form 8-K filed with
      the
      Commission on October 27, 2006)




On
      August
      18, 2006, the Shareholders ratified the Board of Director’s actions to offer
      Chief Executive Officer and President, Michael Mak, an Employment Agreement.
      (Form 8-K filed with the Commission on October 27, 2006)




On
      October 19, 2006, the Shareholders ratified the Board of Director’s actions
      taken to issue S-8 shares from the Non-Qualified Incentive Stock Compensation
      Plan 2006 (Form S-8 filed with the Commission on October 27, 2006) in the amount
      of 25,000,000 shares.




On
      October 19, 2006, the Shareholders ratified the Board of Director’s actions
      taken to enter into 12 management agreements with consultants, in consideration
      of the consultant’s services, each will be issued a determined amount of S-8
      shares pursuant to their management agreements. (Form 8-K filed with the
      Commission on November 3, 2006).




On
      October 25, 2006, the Shareholders ratified the Board of Director's actions
      taken to file a new Non-Qualified Incentive Stock Compensation Plan 2006 (Form
      S-8 filed with the Commission on October 27, 2006) in the amount of 25,000,000
      shares.





**ITEM
      5. OTHER INFORMATION**




On
      September 13, 2006, the Company filed a Form 8-K stating it had filed with
      the
      Secretary of State of Nevada a Certificate of Amendment to the Articles of
      Incorporation stating the increase in total authorized shares of the Company
      from 75,000,000 at a par value of $0.001 to 200,000,000 at a par value of
      $0.001.













**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
            Exhibits





**INDEX
      TO EXHIBITS**


**OF**


**ASIA
      GLOBAL HOLDINGS CORP.**





31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer





31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer





32
            Section
                1350 Certification




(b)
            None.




**SIGNATURES**




Pursuant
      to the requirements of Section 13 of 15(d) of the Securities and Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**ASIA
      GLOBAL HOLDINGS CORP.**




(Registrant)




Date:April 16, 2007
            By:
            /s/ Michael
              MakMichael
                Mak, President