**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**




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


Act
      of
      1934 For the quarterly period ended March 31, 2007




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
              (State
                or other jurisdiction of
              Incorporation
                or organization)
            75-3026459
              (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 March 31, 2007 was 81,362,000 shares, all of one class of $0.001
      par value Common Stock.









**TABLE
      OF CONTENTS**




**PAGE****PART
                I.****FINANCIAL
                INFORMATION**Item
                1. Condensed Consolidated Financial StatementsCondensed
                Consolidated Balance Sheet as at March 31, 2007
                (unaudited)
            
            
            4Condensed
                Consolidated Statements of Operations for the Three MonthsEnded
                March 31, 2007 and March 31, 2006 (unaudited)
            
            
            5Condensed
                Consolidated Statements of Cash Flows for the Three Months
                EndedMarch
                31, 2007 and March 31, 2006 (unaudited)
            
            
            6Notes
                to Condensed Consolidated Financial Statements
            
            
            7Item
                2. Management’s Discussion and Analysis of Financial Condition or Plan of
                Operation
            
            
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            
            22Item
                4. Controls and Procedures
            
            
            22**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            
            
            23Item
                1A. Risk Factors
            
            
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            30Item
                3. Defaults Upon Senior Securities
            
            
            30Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            30Item
                5. Other Information
            
            
            30Item.
                6. Exhibits and Reports on Form 8-K
            
            
            31**SIGNATURES**
            
            
            **31**




Page
          2 of
          31




**SPECIAL
      NOTE ON FORWARD LOOKING STATEMENTS**




This
      Quarterly Report on Form 10-QSB, including "Management's Discussion and Analysis
      of Financial Condition and Results of Operations" in Item 2 of Part I of this
      report include forward-looking statements. These statements involve known and
      unknown risks, uncertainties and other factors that may cause our actual
      results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance, or
      achievements expressed or implied by forward-looking statements.




In
      some
      cases, you can identify forward-looking statements by terminology such as "may,"
      "should," "expects," "plans," "anticipates," "believes," "estimates,"
      "predicts," "potential," "proposed," "intended," or "continue" or the negative
      of these terms or other comparable terminology. You should read statements
      that
      contain these words carefully, because they discuss our expectations about
      our
      future operating results or our future financial condition or state other
      "forward-looking" information. There may be events in the future that we are
      not
      able to accurately predict or control. Before you invest in our securities,
      you
      should be aware that the occurrence of any of the events described in this
      Annual Report could substantially harm our business, results of operations
      and
      financial condition, and that upon the occurrence of any of these events, the
      trading price of our securities could decline and you could lose all or part
      of
      your investment. Although we believe that the expectations reflected in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      growth rates, levels of activity, performance or achievements. We are under
      no
      duty to update any of the forward-looking statements after the date of this
      Quarterly Report to conform these statements to actual results.




Page
          3 of
          31





**PART
      1: FINANCIAL INFORMATION**


**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONDENSED
      CONSOLIDATED BALANCE SHEET**




March
                31, 2007
            
            December
                31, 2006(unaudited)
            
            (audited)**ASSETS**Current
                assetsCash
                and cash equivalents
            
            $
            189,172
            
            $
            22,514Restricted
                cash
            
            
            419,581
            
            
            417,239Accounts
                receivable, net of provision of bad debts
            
            
            986,477
            
            
            2,391,503Prepayments
                and other current assets
            
            
            1,051,270
            
            
            512,939Amounts
                due from related parties
            
            
            2,498,497
            
            
            1,055,240Total
                current assets
            
            
            5,144,997
            
            
            4,399,435Property,
                plant and equipment, net
            
            
            45,539
            
            
            52,168Intangible
                assets, net
            
            
            284,938
            
            
            311,412Total
                Assets
            
            $
            5,475,474
            
            $
            4,763,015**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilitiesBank
                overdraft, secured
            
            $
            25,369
            
            $
            25,578Secured
                bank loan - current portion
            
            
            362,777
            
            
            419,303Letters
                of credit
            
            
            260,385
            
            
            262,628Accounts
                payable
            
            
            780,232
            
            
            908,859Accrued
                liabilities
            
            
            71,685
            
            
            125,015Promissory
                note payable
            
            
            370,000
            
            
            -Income
                taxes payable
            
            
            370,552
            
            
            340,143Amount
                due to a related party
            
            
            -
            
            
            17,173Total
                current liabilities
            
            
            2,241,000
            
            
            2,098,699Long-term
                LiabilitiesSecured
                bank loan
            
            
            96,485
            
            
            94,307Deferred
                taxation
            
            
            59,704
            
            
            59,704Total
                long-term liabilities
            
            
            156,189
            
            
            154,011Total
                liabilities
            
            
            2,397,189
            
            
            2,252,710Minority
                interest in consolidated subsidiaries
            
            
            653,280
            
            
            -Commitments
                and contingenciesStockholders'
                equitySeries
                A convertible preferred stock, $0.001 par value; 500,000 shares
                authorizedIssued
                and outstanding: None
            
            
            -
            
            
            -To
                be issued: 500,000 shares
            
            
            1,000,000
            
            
            1,000,000Common
                stock, $0.001 par value; 199,500,000 shares authorizedIssued
                and outstanding:81,362,000
                shares as at March 31, 2007;
              54,862,000
                shares as at December 31, 2006
            
            
            81,362
            
            
            54,862To
                be issued:1,232,877
                shares as at March 31, 2007;
              739,726
                shares as at December 31, 2006
            
            
            255,205
            
            
            153,123Other
                comprehensive income
            
            
            5,973
            
            
            3,517Additional
                paid-in capital
            
            
            10,159,170
            
            
            7,428,345Accumulated
                deficit
            
            
            (9,076,705
            )
            
            (6,129,542
            )Total
                stockholders' equity
            
            
            2,425,005
            
            
            2,510,305Total
                Liabilities and Stockholders' Equity
            
            $
            5,475,474
            
            $
            4,763,015




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


Page
          4 of
          31


**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**





Three
                Months Ended
              March
                31, 2007
            
            Three
                Months Ended
              March
                31, 2006(unaudited)
            
            (unaudited)Revenue
            
            $
            828,495
            
            $
            395,618Cost
                of revenues
            
            
            (382,008
            )
            
            (64,872
            )Gross
                profit
            
            
            446,487
            
            
            330,746Selling
                expenses
            
            
            (140,873
            )
            
            (61,356
            )Legal
                and professional expenses
            
            
            (2,882,406
            )
            
            -General
                and administrative expenses
            
            
            (151,857
            )
            
            (264,365
            )Television
                program promotion expenses
            
            
            (182,983
            )Stock-based
                compensation to an executive
            
            
            (102,082
            )
            
            -Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            -Depreciation
                of property, plant and equipment
            
            
            (11,421
            )
            
            (11,965
            )Amortization
                of intangible assets
            
            
            (26,474
            )
            
            (69,824
            )Operating
                loss
            
            
            (3,051,609
            )
            
            (76,764
            )Other
                income (expense)Other
                income
            
            
            4,854
            
            
            6,579Interest
                expense
            
            
            (15,410
            )
            
            (6,731
            )Total
                other expense
            
            
            (10,556
            )
            
            (152
            )Loss
                before income taxes
            
            
            (3,062,165
            )
            
            (76,916
            )Provision
                for income taxes
            
            
            (51,718
            )
            
            (30,769
            )Loss
                after income taxes
            
            
            (3,113,883
            )
            
            (107,685
            )Minority
                interests
            
            
            166,720
            
            
            -Net
                loss attributable to common stockholders
            
            $
            (2,947,163
            )
            $
            (107,685
            )Basic
                loss per share
            
            $
            (0.04
            )
            $
            (0.00
            )Diluted
                loss per share
            
            $
            (0.04
            )
            $
            (0.00
            )Basic
                weighted-average shares outstanding
            
            
            72,528,667
            
            
            21,502,000




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


Page
          5 of
          31


**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**





Three
                Months Ended
              March
                31, 2007
            
            Three
                Months Ended
              March
                31, 2006Cash
                flows from operating activitiesNet
                loss
            
            $
            (2,947,163
            )
            $
            (107,685
            )Adjustments
                to reconcile net loss to net cash provided by operating activities:Minority
                interest
            
            
            (166,720
            )
            
            -Stock-based
                compensation to an executive, non-cash
            
            
            102,082
            
            
            -Common
                stock issued for legal and professional services received,
                non-cash
            
            
            2,757,325
            
            
            175,500Depreciation
                and amortization
            
            
            37,895
            
            
            81,789Provision
                for income taxes
            
            
            30,409
            
            
            30,769Reversal
                of accrued expense
            
            
            -
            
            
            (49,550
            )Changes
                in operating assets:Accounts
                receivable
            
            
            1,405,026
            
            
            (161,120
            )Prepayments
                and other current assets
            
            
            (538,331
            )
            
            (325,173
            )Accounts
                payable and accrued liabilities
            
            
            (181,957
            )
            
            (20,088
            )Amounts
                payable to related parties
            
            
            (17,173
            )
            
            -Net
                cash flows provided by (used in) operating activities
            
            
            481,393
            
            
            (375,558
            )Cash
                flows from investing activitiesNet
                advances from (to) related parties
            
            
            (623,257
            )
            
            341,290Increase
                in restricted cash
            
            
            (2,342
            )
            
            (2,229
            )Purchases
                of equipment
            
            
            (4,792
            )Net
                cash flows provided by (used in) investing activities
            
            
            (630,391
            )
            
            339,061Cash
                flows from financing activitiesBank
                overdraft
            
            
            (209
            )
            
            23,145Advances
                (Repayments) under letters of credit
            
            
            (2,243
            )
            
            1,378Issue
                of promissory note
            
            
            370,000
            
            
            -Drawdown
                of bank loan
            
            
            134,704
            
            
            -Repayments
                of bank loan
            
            
            (189,052
            )
            
            (21,368
            )Net
                cash flows provided by financing activities
            
            
            313,200
            
            
            3,155Net
                decrease in cash and cash equivalents
            
            
            164,202
            
            
            (33,342
            )Effect
                of foreign currencies on cash flows
            
            
            2,456
            
            
            (41
            )Cash
                and cash equivalents, beginning of period
            
            
            22,514
            
            
            49,134Cash
                and cash equivalents, end of period
            
            $
            189,172
            
            $
            15,751Cash
                paid for:Interest
            
            $
            15,410
            
            $
            6,731Income
                taxes
            
            $
            21,309
            
            $
            -Non-cash
                investing and financing activities:Issue
                of common stock for services received
            
            $
            2,757,325
            
            $
            175,500Stock-based
                compensation to an executive, non-cash
            
            $
            102,082
            
            $
            -Amounts
                due from minority interest in relation to unsettled investment cost
                of a
                subsidiary
            
            $
            820,000
            
            $




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


Page
          6 of
          31


**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**





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





***Basis
      of presentation***





The
      accompanying unaudited condensed consolidated financial statements of Asia
      Global Holdings Corp. (“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 March 31, 2007 are not necessarily indicative of the operating
      results that may be expected for the entire year ending December 31, 2007.
      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, 2006, filed with the U.S. Securities and Exchange Commission (the
      “SEC”) on April 17, 2007.





The
      condensed 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 condensed consolidated financial statements contemplate
      continuation of the Company as a going concern. Due to the Company’s current
      period net loss of approximately $2,947,000, of which a sizable portion of
      that
      net loss is attributable to non-cash items such as stock issued for services
      received totaling approximately $2,757,000. However, substantial doubt to
      continue as a going concern is raised and realization of a major portion of
      the
      assets in the accompanying condensed consolidated balance sheet is dependent
      upon the continued operations of the Company, which in turn is dependent upon
      the Company's ability to meet its financing requirements and the success of
      its
      future operations.





Management
      believes the Company's ability to continue as a going concern is alleviated
      because the current sources of liquidity as of April 30, 2007, included
      approximately $125,162 in cash and cash equivalents, and a $256,410 line of
      credit available for use under its current line of credit facility, are
      sufficient to satisfy its cash requirements over the next twelve months.
      Although there is no assurance that such financing will be available, or if
      available, that such financing will be available on reasonable terms, management
      believes it has the ability to borrow additional funds from third parties such
      as financial institutions or will be successful in a debt or equity financing
      that will be sufficient to fund its operations for the next twelve months.





Management
      has taken steps to reduce operating costs and moved a significant portion of
      its
      U.S. operations to China during 2006 to benefit from lower overhead costs and
      further capitalize on the growth potential and success. Management plans to
      continue reviewing all aspects of its business and making adjustments as needed
      to those considered unprofitable. Therefore, for at least the next twelve
      months, the Company can continue to operate as a going concern. The condensed
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability and classification of recorded asset amounts or the amount and
      classification of liabilities or any other adjustment that might be necessary
      should the Company be unable to continue as a going concern.


Page
          7 of
          31





**NOTE
      2 - RECENT ACCOUNTING PRONOUNCEMENTS**





The
      Financial Accounting Standards Board (the “FASB”) issued the following recent
      accounting pronouncements:





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
      February 2007, the FASB issued SFAS 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* (“SFAS
      159”), which will be effective for the Company beginning January 1, 2008. This
      standard permits entities to choose to measure many financial instruments and
      certain other items at fair value and consequently report unrealized gains
      and
      losses on such items in earnings. The
      Company does not expect there to be any significant impact of adopting this
      standard on 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
      3 - BASIC AND DILUTED INCOME (LOSS) PER SHARE**





Basic
      EPS
      is computed as net earnings (loss) divided by the weighted average number of
      common shares outstanding for the period. Diluted EPS reflects the potential
      dilution that could occur from common shares issuable through stock options,
      warrants, and other convertible securities, such as convertible preferred stock.
      No potential common stock is considered in the diluted EPS calculation when
      the
      Company incurs loss from continuing operations since the effect would be
      anti-dilutive. The
      computation of diluted loss per share for the three months ended March 31,
      2007,
      did not assume the exercise of the potential dilution of 500,000 shares of
      Series A Convertible Preferred Stock to be issued as the exercise of such
      preferred stock is anti-dilutive.




**NOTE** **4**  **-
      CONCENTRATIONS OF RISK**





The
      Company is exposed to the followings concentrations of risk:





·
            Supplier
                risk - As of March 31, 2007, the Company had four 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 - As of March 31, 2007, the Company had three
                customers that each accounted for more than 10% of trade receivables
                and
                the Company had three customers each accounted for more than 10%
                of
                revenues for the period ended March 31, 2007. 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**  **-** **SEGMENT
      INFORMATION**




Segment
      information. For the three months ended March 31, 2007, the Company only
      operated in one segment, Media and Advertising, as defined by SFAS 131,
      Disclosures about Segments of an Enterprise and Related Information ("SFAS
      131").





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





Three
                Months Ended
              March
                31, 2007
            
            Three
                Months Ended
              March
                31, 2006United
                States
            
            
            -
            
            
            6
            %Hong
                Kong
            
            
            100
            %
            
            94
            %




Page
          8 of
          31





**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.





AAGH’s
      wholly-owned subsidiary, Sino-Trade, maintains pledged fixed deposits bearing
      interest ranging from 3.54% to 3.95% per annum as required per its bank
      financing agreements.




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





Prepayments
      and other current assets consist of the following:





March
                31, 2007
            
            December
                31, 2006(unaudited)
            
            (audited)Prepaid
                license fees for television program broadcast right
            
            $
            1,045,428
            
            $
            508,628Other
                prepayments and receivables
            
            
            5,842
            
            
            4,311$
            1,051,270
            
            $
            512,939




**NOTE
      8 - INCOME TAXES**





Provision
      for income taxes represents Hong Kong profits tax of $51,718 (2006: $30,769)
      for
      AAGH’s subsidiary operating in Hong Kong. Hong Kong profits tax rate is 17.5% on
      the subsidiary's estimated assessable profits arising in Hong Kong. A
      reconciliation of earnings before tax to the effective tax rate for the Hong
      Kong subsidiary follows:




Three
                Months Ended
              March
                31, 2007
            
            Three
                Months Ended
              March
                31, 2006(unaudited)
            
            (unaudited)Income
                before income tax
            
            $
            295,465
            
            $
            175,898Tax
                at Hong Kong profits tax rate
            
            
            51,706
            
            
            30,782Tax
                effect of non-assessable income and non-deductible expenses
            
            
            12
            
            
            (13
            )Tax
                charge for the period at the Company’s effective tax rate
            
            $
            51,718
            
            $
            30,769





AAGH’s
      subsidiary operating in the PRC is subject to PRC Foreign Enterprise Income
      Tax
      at a rate of 15% on the subsidiary's assessable profits, based on existing
      PRC
      tax legislation, interpretations and practices in respect thereof. No provision
      for PRC Foreign Enterprise Income Tax has been made as the subsidiary did not
      have any assessable profits for the three months ended March 31, 2007 and 2006.





Income
      taxes payable at March 31, 2007 consists of Hong Kong profits tax of
      $369,752.




**NOTE
      9 - 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 $260,358 expiring through May and June
      2007
      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 6.75% to 11.24%
      at
      March 31, 2007, payable in monthly installments until paid in full. As of March
      31, 2007, total amounts outstanding under bank loans was $459,262. Future
      commitments for the next 12 months subsequent to the balance sheet date are
      as
      follows: 2008: $362,777; 2009: $96,485.





***Convertible
      promissory note.*** The
      Company issued a convertible promissory note (the “Note”) to a third party,
      Sabana Investments LLC, for the amount of $370,000 and bearing interest at
      20%
      per annum, of which $370,000 has been received during February of 2007. The
      term
      of the Note was for 90 days and matured on May 15, 2007. The Note allows for
      an
      option to convert any unpaid principal and interest into AAGH’s $0.001 par value
      common stock at a conversion price equal to the market price for such shares
      as
      of the date of the conversion.




Page
          9 of
          31





***Employment
      Agreements*** .
      On
      January 1, 2004, the Company entered into an employment agreement with its
      President, Michael Mak, which provided for an annual salary of $100,000, plus
      bonuses of up to 1% of base salary. On January 15, 2004, the Company amended
      the
      employment agreement to adjust the salary to $60,000 per year plus bonuses
      of up
      to 1% of net sales of BonusAmerica over and above $10 million, valid for one
      year.





On
      August
      18, 2006, the Company entered into a new employment agreement with its
      President, Michael Mak, for an initial term of five years renewable for an
      additional five-year period until terminated by the parties. Compensation
      includes (i) a base salary of $60,000 per year, (ii) bonuses ranging from 0%
      to
      120% of base salary; (iii) a signing bonus in the total gross amount of
      2,000,000 shares of restricted common stock payable upon execution of the
      employment agreement, subject to certain terms and conditions, and (iv) a stock
      award of 500,000 shares of Series A Convertible Preferred Stock, convertible
      at
      1 preferred share to 200 shares of common stock, payable upon execution of
      the
      employment agreement. As of the date of this filing, neither the common stock
      nor the Series A Convertible Preferred Stock have been issued.





For
      the
      three months ended March 31, 2007, the Company's President's salary charged
      to
      operations was $15,000 (2006: $17,500).





***Operating
      leases*** .
      The
      subsidiaries operating in Hong Kong and the PRC were committed under various
      non-cancelable operating leases with terms ranging from one to two years with
      fixed monthly rentals that expired in 2006. None of the leases included
      contingent rentals. No lease expense was charged to operations for 2007. Total
      lease expenses for the three months ended March 31, 2006 was $2,308.
      There is no future minimum lease payments under non-cancelable operating leases
      as at March 31, 2007.




**NOTE
      10 - RELATED PARTY TRANSACTIONS**





***Facilities*** . **** On
      March
      1, 2004, the Company began renting warehouse and office facilities from Stanford
      International Holding Corporation (“Stanford”), a company founded
      and controlled by the President of our Company, that had
      beneficial interests in AAGH during the period, on a month-to-month basis at
      $6,000 per month. In July 2004, the monthly rental obligation decreased to
      $3,500 and in July 2005 the monthly rental obligation decreased to $800 per
      month. During the three months ended March 31, 2006 and 2007, the
      Company did not pay any rent to the related party during the period and no
      expense has been reflected in the quarterly financial statements for 2006 and
      2007 as the amount is deemed immaterial.





***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. Lease charges were
      approximately 15% of the depreciation expense in 2006. The lease was terminated
      during the three months ended March 31, 2007 and the
      Company did not generate any fixed
      asset rental income during the period. Total
      rental income for the three months ended March 31, 2006 was $ 4,350.





***Amounts
      due from related parties*** *.* Amounts
      due from related parties are unsecured, interest free and repayable on demand
      and include the following: (i) amounts due from entities under common control
      by
      the Company’s President, who is also the Chief Executive Officer and the interim
      Chief Financial Officer of the Company totaling $1,191,936; (ii) amounts due
      from officers $486,048 and (iii) amounts due from minority shareholders of
      $820,513.





***Stock-based
      compensation to an executive*** . **** On
      August
      18, 2006, the Company entered into an employment agreement with its President,
      Michael Mak (See Note 9). Pursuant to and upon execution of the employment
      agreement, Michael Mak is entitled to a signing bonus in the total gross amount
      of 2,000,000 shares of restricted common stock and a stock award of 500,000
      shares of Series A Convertible Preferred Stock. As of March 31, 2007, neither
      the common stock nor the Series A Convertible Preferred Stock had been issued.
      Accordingly, the Company presents 1,232,877 shares of common stock with a fair
      value of $255,205 and 500,000 shares of Series A Convertible Preferred Stock
      with a fair value of $1,000,000 as capital stocks to be issued in the
      stockholders’ equity on the condensed consolidated balance sheet.




**NOTE
      11 - STOCKHOLDERS’ EQUITY**





***Preferred
      stock authorized.***During
      2006, AAGH 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 (“Series A 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 if declared by the directors of AAGH. Each Series A Preferred Stock
      stockholder who desires to convert into AAGH’s common stock must provide a ten
      (10) day written notice to AAGH 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 Stock. AAGH may, in its sole
      discretion, waive the ten (10) day written notice requirement and allow for
      the
      immediate exercise to the right to convert. Holders of the Series A Preferred
      Stock 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 Preferred Stock. Upon liquidation, the holders
      of
      the Series A Preferred Stock shall be entitled to receive, prior to the holders
      of the other series of preferred stock and prior and in preference to any
      distribution of the assets or surplus funds to the holders of any other shares
      of stock of AAGH. Refer to Form 8-K filed with the SEC on October 27, 2006
      for
      further information.




Page
          10
          of 31





***Common
      stock authorized.*** During
      2006, AAGH 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.




**NOTE
      12 - STOCK-BASED COMPENSATOIN**





During
      the three months period ended March 31, 2007, the Company had made stock-based
      compensations for services received relating to management services, business
      advisory, and legal and professional services and as compensation to the
      Company’s President pursuant to the Employment Agreement. Details of the
      stock-based compensations made during the three months ended March 31, 2007
      are
      as follows:





***Common
      stock issued and to be issued.*** During
      the three months ended March 31, 2007, the Company had entered into various
      stock-based compensation agreements for services received relating to management
      services, business advisory, and legal and professional services and as
      compensation to the Company’s President pursuant to the Employment Agreement.
      The shares of common stock issued or to be issued are as follows:





(i)
            26,500,000
                unrestricted shares of common stock were issued for services received
                relating to management services, business advisory, and legal and
                professional services valued at the fair market value on the dates
                of
                grant. The aggregate fair value of the 26,500,000 unrestricted shares
                of
                common stock granted was approximately $2,757,000. The shares were
                issued
                under AAGH's Registration Statement onForm
                S-8 relating to the registration of the AAGH's 2007 Non-Qualified
                Incentive Stock Compensation Plan as filed with the SEC on January
                31,
                2007;
                and





(ii)
            Pursuant
                to an 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 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 as at the date of the employment agreement.As
                of March 31, 2007, the shares earned had not been issued and accordingly,
                thecommon
                shares to be issued are presented in the stockholders’ equity section of
                the condensed consolidated balance sheet under the caption “Common stock
                to be issued”. Upon the issue of the 1,232,877 shares of restricted common
                stock, the par value ofthe1,232,877shares of restricted common stock totaling $1,233 will be transferred
                to
                common stock issued and outstanding. The excess of $253,972 will
                be
                recognized as an addition to the additional paid-in
                capital.





***Preferred
      stock to be issued.***Pursuant
      to an Employment Agreement dated August 18, 2006, the 500,000 shares of Series
      A
      Preferred Stock were payable to the Company’s President as part of a
      compensation package upon the execution of the agreement (See Note 9). As of
      March 31, 2007, no Series A Preferred Stock had been issued. Accordingly,the
      preferred stock to be issued are presented in the stockholders’ equity section
      of the condensed consolidated balance sheet under the caption “Preferred stock
      to be issued”. The fair value of the 500,000 shares of Series A Preferred Stock
      at the grant date was calculated based on the 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 of the
      Employment Agreement; (iv) the assumed fair value of the services rendered
      by
      the Company’s President for each underlying common stock granted of $0.207; and
      (v) immediate vesting
      period.Based
      on
      the Black-Scholes pricing model, the fair value of 500,000 shares of Series
      A
      Preferred Stock at the grant date was $1,000,000. Upon the issue of the Series
      A
      Preferred Stock, the par value of the Series A Preferred Stock totaling $500
      will be recognized as Series A Preferred Stock issued and outstanding. The
      excess of $999,500 will be recognized as an addition to the additional paid-in
      capital.




**NOTE
      13 - SUBSEQUENT EVENTS**





Subsequent
      to the period three months ended March 31, 2007, the Company has
      reached a mutual agreement with Sabana Investments, LLC to extend the maturity
      date of the convertible promissory note of 90 days from May 15, 2007 to August
      15, 2007 and to amend the amount of the Note from $500,000 to $370,000 .
      Refer
      toForm
      8-K/A with the SEC on May 16, 2007for
      further information.




Page
          11
          of 31




**ITEM
      2. MANAGEMENTS 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, 2006, as filed with the Securities and Exchange Commission on
      April
      17, 2007.




**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") is focused on building businesses in China
      and
      other emerging regions and markets in Asia and worldwide. The Company has
      subsidiaries participating in media and advertising, marketing services and
      internet commerce. During 2007. we entered the television entertainment market,
      where we plan to sell advertising slots that air during the broadcast of *Who
      Wants To Be A Millionaire?* TV show
      in China. We are headquartered in Hong Kong, and have offices in the US and
      mainland China.





Our
      direct and indirect subsidiaries include Sino Trade - Intelligent Development
      Corp. LTD. (also referred to as “Sino Trade”), Idea Asia Limited (also referred
      to as “Idea Asia”), China Media Power Limited (also referred to as “CMP”), and
      Wah Mau Corporate Planning Development Company (also referred to as “Wah Mau”).
      Sino Trade is a wholly-owned subsidiary of the Company. Idea Asia and Wah Mau
      are wholly owned subsidiaries of Sino Trade. CMP is a 60%-owned subsidiary
      of
      Idea Asia. Sino Trade, Idea Asia and CMP are all Hong Kong corporations. Wah
      Mau
      was formed under the laws of the Peoples Republic of China ("PRC").




Our
      subsidiaries offer a range of advertising and media services and products that
      meet the needs of marketers and advertisers including Internet marketing, search
      engine marketing, email marketing, print advertising and TV advertising. We
      work
      closely with advertisers to implement integrated online and offline advertising
      and media solutions.




We
      are
      one of the few established providers of Internet marketing services and online
      advertising technology within the PRC. We sell our products and services
      worldwide from 4 sales locations in 3 countries to a customer base in Asia,
      North America, Europe, and Canada.




**History**




We
      were
      incorporated in the state of Nevada on February 1, 2002 under the name Longbow
      Mining, Inc. Prior to March 1, 2004, we were engaged in acquisition and
      exploration of mineral properties and evacuation of minerals located in British
      Columbia, Canada.




On
      March
      1, 2004, we purchased BonusAmerica Corporation, a California corporation, or
      BAC, a wholly-owned subsidiary of Stanford International Holding Corporation,
      a
      California corporation, or Stanford. In connection with the transaction, we
      issued 5 million shares of restricted common stock and Archer Pacific
      Management, Inc., an affiliate of Ernest Cheung (one of our founders) and Fred
      Tse (or one of his affiliates) transferred 6.5 million shares of our restricted
      common stock held by them to Stanford for all of the issued and outstanding
      shares of BAC. As a result of this transaction, Stanford became the beneficial
      owner of 57.9% of our then issued and outstanding shares of common stock and
      BAC
      became our wholly-owned subsidiary. At the time of the transaction, Stanford
      was
      owned by Michael Mak, our current president (“President”), chief executive
      officer (“Chief Executive Officer”), interim chief financial officer (“interim
      Chief Financial Officer”) and director, Carson Kwong, a former director, and
      Steven Wong. A Form 13D was filed on June 28, 2004 denoting the beneficial
      ownership of Stanford. Furthermore, on April 16, 2005, Mr. Mak purchased 100%
      of
      the ownership of Stanford from Carson Kwong and Steven Wong. Michael Mak is
      also
      the Chief Executive Officer of Stanford and has the power to direct Stanford's
      votes. Our common stock is currently trading on the Over-the-Counter Bulletin
      Board under the symbol "AAGH."




Effective
      May 12, 2004, (i) Fred Tse resigned as our President and Chief Executive Officer
      and the Board of Directors appointed Michael Mak to serve as our President,
      Chief Executive Officer and director; and (ii) Carson Kwong was appointed to
      serve on our Board of Directors in connection with the acquisition. Effective
      October 13, 2004, Stephen Kenwood and Fred Tse resigned from their positions
      as
      our directors.




Page
            12
            of 31


Effective
      October 26, 2004, John A. Leper was appointed to serve on our Board of Directors
      and to serve as Secretary as replacement for Ernest Cheung. Effective December
      29, 2004, Carson Kwong resigned from his position as a director and Kam Chuen
      Lau was appointed to fill the vacancy created by Mr. Kwong's departure. Mr.
      Kam
      C. Lau resigned his position as a director of the Company on November 15, 2005.
      Currently, our board of directors consists of Michael Mak, who is also our
      President and Chief Executive Officer and John A. Leper, who is also our
      Vice-President and Secretary. We are in the process of searching for qualified
      personnel to serve as our Chief Financial Officer. Until such time, Michael
      Mak
      is serving as our interim Chief Financial Officer.




Effective
      May 12, 2004, we changed our name from Longbow to BonusAmerica Worldwide
      Corporation and on June 6, 2006, we changed our name to Asia Global Holdings
      Corp. On July 6, 2006 the Company filed a request with the National Association
      of Securities Dealers (NASD) 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. As a result, the Company requested a new CUSIP from the CUSIP
      Service Bureau. The new CUSIP is 04518D 10 8, which became effective on July
      12,
      2006.





Effective
      July 17, 2006, the Company 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.




During
      March 2004, we formed, a wholly-owned subsidiary, Sino Trade, under the laws
      of
      Hong Kong. The original purpose of Sino Trade was to provide additional support
      to our business-to-business trade operations in China and the United States.
      Today all of our media and advertising business is conducted through Sino Trade
      and its subsidiaries.




November
      10, 2006, we formed Idea Asia, which is a wholly-owned subsidiary of Sino Trade,
      under the laws of Hong Kong. The purpose of Idea Asia is to acquire and or
      operate entertainment related businesses..




On
      November 27, 2006 we formed CMP, which is a sixty percent (60%) owned subsidiary
      of Idea Asia, under the laws of Hong Kong. The purpose of CMP is to acquire
      the
      rights to a specific entertainment property, namely the globally successful *Who
      Wants To Be A Millionaire?* TV show,
      and produce and broadcast the show in the PRC. .




**Currently**




Up
      until
      2006 the primary lines of business of the Company were direct marketing,
      Internet commerce and media. We engaged in business-to-consumer retail sales,
      business-to-business media and advertising services sales, and international
      business-to-business media and services sales.




In
      2006
      we shifted our focus away from the Internet consumer retail business to
      concentrate our resources on the growth of our media and advertising business
      in
      Asia - specifically China and Hong Kong. We moved our main operations and
      headquarters from our Los Angeles, California office to our Hong Kong office
      to
      facilitate the identification, evaluation and acquisition of opportunities
      in
      Asia ahead of the competition.




As
      we
      anticipated, the relocating of our headquarters to Hong Kong broadened our
      access to the marketplace resulting in the materialization of what we believe
      to
      be an exceptional opportunity to capitalize on the strongly emerging TV
      advertising media business in mainland China -- specifically -- the acquisition
      of the rights to produce and broadcast the global phenomenon *Who
      Wants To Be A Millionaire?* TV show
      in China and generate revenue from the sale of the advertising that airs during
      the show broadcasts.




Our
      Los
      Angeles office continues to be used primarily for the purpose of seeking out,
      evaluating and acquiring investment opportunities in the United States and
      Europe, which is compatible with our current goals.




Our
      yearly revenue in 2006 was $5,179,174,
      up 137% from 2005. Our
      total
      2006 revenue was entirely derived from our media & advertising segment as a
      result of our planned re-focusing of resources on this segment. The successful
      redirection of our resources required significant planning and business changes
      compared to our operations in 2005 and earlier. We are very pleased to announce
      that we have now successfully implemented the plan set forth over one year
      ago.
      The plan was stated in our 2005 10KSB filing as follows:




“Most
      significant of the aforementioned planning changes are as follows: 1) move
      the
      majority of our operations to China to benefit from lower operating costs,
      2)
      cut back our Online Retailing business and reduce the associated overhead and
      inventory purchasing accordingly, 3) spread out the rollout of the TradeDragon
      international business-to-business trade portal and reduce support staff
      accordingly, 4) suspend indefinitely the operations of our More2Save,
      RateandSave and CouponsRewardsSavings websites and reduce operating costs
      accordingly, and 5) suspend indefinitely any activity related to virtual
      stores.”




As
      of the
      date of this filing, the above plan has been nearly fully executed.




Our
      revenues for the first quarter of 2007 were $828,495 an increase of 109%
      compared to revenues of $395,618 for the same period in 2006.


Page
          13
          of 31




While
      revenues have increased over the 12 month period, we have not yet been able
      to
      raise the additional capital required to execute many components of our overall
      business plan. As such, some of our plans will remain inactive while we focus
      the resources we have available on only the opportunities with the greatest
      potential for long-term success and benefit for shareholders.




**Our
      Products and Services.**




Originally
      we engaged in the development and sale of products and services in two business
      segments.1) Online Retailing and 2) Media and Advertising. While we still
      maintain the core operations of our Online Retailing segment, we have scaled
      this segment down to a very minimum so that we can focus our resources on
      continuing to grow our Media and Advertising segment.




**Media
      and Advertising:** Our
      media and advertising business includes two categories 1) *business-to-business* advertising services and products, and 2) *business-to-consumer* advertising services




***Business-to-Business:*** In this
      category, we derive income from the sale of advertising products and services
      to
      companies who desire to promote their products or services to other businesses.
      Our offerings in this category include a) business directories and trade
      publications that we publish and distribute - we charge companies to place
      their
      advertisements in these publications; b) Internet direct marketing services
      wherein we help businesses promote their business via email and other forms
      of
      online advertising; and c) international trade portal and search engine
      marketing and advertising services which allow companies to locate buyers and/or
      suppliers - specifically we offer these services through an online portal we
      developed called TradeDragon. We charge companies who use TradeDragon to promote
      their business.




**TradeDragonTM** ,
      launched in 2004, is an online international Business-to-Business trade portal
      that connects businesses that desire to trade internationally particularly
      between China and the United States. Supplier members are charged a membership
      fee to participate in TradeDragon. TradeDragon members connect with each other
      through the TradeDragon.com website, which allows them to search for buyers
      and
      suppliers that match their specific requirements. Suppliers can exhibit their
      products and services online for buyers worldwide to view. Buyers can find
      suppliers by posting their needs for suppliers worldwide to view and respond
      to
      and by browsing/searching the database of supplier information online.
      TradeDragon members benefit from a proprietary technology called DragonDynamicsTM
which drives custom-tailored online business traffic to each individual member
      based on that member's specific requirements. DragonDynamicsTM was developed
      internally based on a combination of proprietary industry knowledge, and
      expertise in global direct marketing, ecommerce and China sourcing.




**Industry
      Publications.** Manufactures and suppliers can reach buyers through publications produced and
      distributed by Sino Trade such as (i) *China
      Enterprises,* which is
      a periodic trade magazine created for and distributed to companies seeking
      manufacturers and suppliers in China; (ii) *China
      Exhibition Guide,* which
      includes detailed information and dates of trade shows in China and worldwide;
      and (iii) *China
      Supplier Guide,* a
      1000-plus page comprehensive yearly directory listing thousands of China
      manufacturers and suppliers across 20 different categories.




**Marketing
      Services.** Sino
      Trade provides manufacturers and suppliers located primarily in China and Hong
      Kong with marketing services designed to reach international buyers. Email
      marketing and traditional direct marketing services help introduce the products
      and services of manufacturers located in “the world’s factory” - China.




***Business-to-Consumer:*** In this
      category we seek to derive income from companies desiring to promote their
      products or services to consumers. We have two primary sub-segments within
      this
      category -TV media and Internet portals. Our TV media segment is new and will
      launch in 2007. We plan to derive income from the sale of advertising slots
      which will air during the broadcast of the *Who
      Wants To Be A Millionaire?* TV show
      in China. Our consumer Internet portals at this time are currently inactive
      until management determines the Company is in a position to successfully execute
      the operation of each. If and when we scale-up our consumer Internet portals,
      we
      plan to derive income from advertisers utilizing our portals to promote their
      business to the consumers who visit the Internet portals/websites. We have
      developed but suspended the operations of three portals --www.More2Save.com,
      www.RateandSave.com and www.CouponsRewardsSavings.com. We intend to launch
      www.BonusChina.com, an online entertainment, information and services portal,
      in
      China when funding is available to do so.




**TV
      Advertising in China** :
      Companies who want to reach the vast and emerging consumer market in China
      can
      air TV ads during the broadcast of the phenomenally successful *Who
      Wants To Be A Millionaire?* Beginning in 2007 Asia Global Holdings subsidiary CMP will produce and broadcast
      a minimum of 104 episodes of the globally successful TV show in major markets
      in
      China. China has a middle class of approximately 300 million and growing
      rapidly. Advertising during popular TV shows is the best way for major
      international brands to reach this audience which is quickly becoming the most
      important consumer market in the world.




**CouponsRewardSavings.com** (Inactive). Our CouponsRewardsSavings.com website was established in 2003 and
      was the original business in our media and advertising distribution network.
      This website attracted visitors with discounts, free gifts and other promotions.
      Revenues were generated by charging advertisers each time a visitor opted to
      receive information (usually an online coupon or special offer) from that
      advertiser. This method of online advertising is referred to as
      "co-registration." Past advertisers include the Professional Career Development
      Institute, GoToMyPC, Financial Cents News, USA Platinum, ClearCredit, JDate.com,
      Home Business Matchmaker and Reunion.com. This portal is indefinitely inactive
      and will remain so unless or until management determines that adequate resources
      are available to operate the portal profitably.


Page
          14
          of 31




**More2Save.com** (Inactive). More2Save.com is an online coupon portal that offers shoppers
      coupons, rewards and savings. Revenues were generated by charging advertisers
      to
      post coupons on the website. To receive the coupons, shoppers sign up (free
      of
      charge) and complete a one-time demographic survey. Over 200 coupons were
      available to consumers at the initial launch of this website in October 2004.
      This portal is indefinitely inactive and will remain so unless or until
      management determines that adequate resources are available to operate the
      portal profitably.




**RateandSave.com** (Inactive). RateAndSave.com is a consumer-shopping portal that helps consumers
      find the best prices on products they are seeking. Revenues were generated
      from
      advertisers via a cost-per-click bidding model. Through this pay-for-placement
      bidding system, merchants entered bids for select advertising positions based
      on
      product category. When a consumer searched for an item, the merchant with the
      highest bid for that product category got top placement in the search result.
      RateandSave.com was launched in October 2004. This portal is indefinitely
      inactive and will remain so unless or until management determines that adequate
      resources are available to operate the portal profitably.




**BonusChina.com
      (Planned).** BonusChina will be an online portal and will provide entertainment, information
      and services to the consumer market in China. We intend to generate revenue
      by
      selling advertising space and services to consumers and advertisers. We believe
      that our experience in direct marketing, our relationships with companies in
      China and the U.S., our understanding of the Chinese culture and our local
      presence in China will enable us to succeed in the China Internet market. This
      portal will remain in the planning stage until management determines that
      adequate resources are available to implement and operate the portal
      profitably.




**Infrastructure**




Our
      wholly-owned subsidiary, Sino Trade provides the infrastructure to operate
      our
      media and advertising business in Hong Kong and China. Through Sino Trade,
      we
      coordinate two offices in mainland China and one office in Hong Kong. Our
      offices in mainland China are located throughout the Guangdong Province, the
      manufacturing center responsible for conservatively 30% of China's total
      exports. Our office in Hong Kong serves as our China communications hub. Wah
      Mau, a wholly owned subsidiary of Sino Trade, provides support for our
      operations specifically in mainland China and helps generate sales of our media
      and advertising products and services. Through Sino Trade and Wah Mau we have
      established a network of advertising agency partners in China who sell our
      business-to-business media and advertising products and services.





To
      address the TV media opportunity in China, our Sino Trade subsidiary created
      the
      wholly-owned subsidiary Idea Asia to hold entertainment related businesses.
      Idea
      Asia created CMP of which Idea Asia owns 60%. On December 18, 2006, CMP entered
      into an agreement to acquire the rights from UK based Celador International
      Limited (now part of 2waytraffic) to broadcast in China the global quiz show
      phenomenon “ *Who
      Wants To Be A Millionaire?”.* The
      remaining 40% of CMP is owned by Kolmanski International Limited and Region
      Giants Limited who will provide TV production, corporate development, and sales
      and marketing services to CMP. The initial payment was made by the Company
      in Q1
      of 2007, and plans to broadcast during Q3 of 2007.





CMP
      entered into an agreement with China advertising media sales agency Zixunmedia
      on November 11, 2006. Pursuant to PRC regulations, only a licensed advertising
      agency can sell advertising and collect payments for advertising sales in China.
      Zixunmedia is licensed pursuant to PRC laws and will receive thirty percent
      (30%) of the revenues generated from advertising during the *Who
      Wants To Be A Millionaire?* TV
      program. CMP will retain seventy percent (70%) of the revenues generated from
      the advertising.




**Sales
      and Marketing Plan**




Our
      business-to-business media & advertising products and services are sold
      through a combination of our minimal in-house sales personnel and a network
      of
      outside advertising agencies located throughout China and Hong Kong. We plan
      to
      continue to expand our network of outside agencies as it has proved to be very
      successful. The benefits are two-fold in that we are able to expand our reach
      and acquire more clients without the overhead risk associated with building
      a
      large in-house sales team. We are able to sell all of our business-to-business
      products and services through our agency network.




We
      supplement the efforts of our sales team and agency network with tradeshow
      exhibits. In 2006 we attended 31 tradeshows. We plan to continue utilizing
      tradeshows to generate new clients and improve our visibility in key markets.




Building
      upon the proven successful agency network strategy, we are leveraging our China
      based expertise to partner with an established advertising and media sales
      agency in mainland China to sell the TV adverting slots that will air during
      our
      CMP subsidiary’s broadcasts of *Who
      Wants To Be A Millionaire?* .
      Much
      support will be provided to the sales team by TV advertising for *Who
      Wants To Be A Millionaire?* that
      will
      be aired on the TV stations that will be broadcasting the show. Other
      promotional events will supplement the TV ads.




At
      this
      time we have no marketing plans for our inactive consumer portals
      CouponsRewardsSavings.com, More2Save.com and RateAndSave.com as these businesses
      are inactive at this time.





Page
          15
          of 31




**Overview
      and Future Plan of Operations**





In
      2006,
      our revenues grew by 137% from $ 2,188,642
      in 2005 to $5,179,174 in 2006 primarily
      resulting from increased advertising sales delivered by new agency partnerships
      in China. Over the course of 2006 our Sino Trade subsidiary, which is
      responsible for media sales in China, established new relationships with eight
      well-established media sales agencies throughout China. By doing so, Sino Trade
      was able to increase revenue without the risk of added overhead associated
      with
      an in-house sales force expansion.




In
      the
      first quarter of 2007 our revenues were $828,495 an increase of 109% compared
      to
      revenues of $395,618 for the same period in 2006.





In
      2006
      The Company experienced a loss of $6,111,111 primarily due to engaging various
      consultants pursuant to management agreements to perform services rendered
      relating to expansion into the TV media market in China. We expect that the
      services rendered will generate an excellent return on our investment since
      a
      major part of this expansion included acquiring, through our subsidiaries,
      the
      China broadcast rights for the globally successful *“Who
      Wants To Be A Millionaire?”* TV
      program.





In
      the
      first quarter of 2007 we experienced a loss of $ 2,947,163 compared
      to net loss of $107,685 for same period in 2006. The loss is primarily
      attributed to engaging additional professional services related to the expansion
      into the TV media market in China.





The
      groundwork for expansion into the TV media segment in China was laid during
      2006
      during which time the Company invested in professional services in the areas
      of
      consulting related to TV entertainment, TV media, and non-TV related advertising
      in China. The strongly emerging opportunity in TV media in China must be
      carefully pursued only after significant on-the-ground local exploration at
      the
      provincial and city levels. Unlike the US, accurate market data and industry
      intelligence related to TV media is not readily available in China. Management
      believes the value gained through these efforts will ultimately generate an
      excellent return on the investment. The expense related to the abovementioned
      groundwork was paid for with common stock issued in 2006 and valued at
      $6,244,250. Coupled with our other legal and professional expenses and a
      non-cash charge for our stock-based compensation to an executive in the sum
      of $1,153,123, to
      be
      settled by preferred and common stock, our professional fees contributed to
      a
      significant portion of our year-end losses, approximating $7,400,000 of the
      total expenses. Likewise, in the first quarter of 2007 expenses related to
      TV
      media expansion in China were paid with common stock valued at
      $2,757,325





Today
      Asia Global Holdings Corp is focused on building businesses in China and other
      emerging regions and markets in Asia and worldwide. The Company now has
      subsidiaries participating in media and advertising, marketing services,
      Internet commerce and TV entertainment. The Company is headquartered in Hong
      Kong and has offices in the US and mainland China.





We
      consider the two most significant recent achievements to be the improved
      financial performance over the previous year and the expansion into TV media
      in
      the China market.





*Expansion
      into TV media in China*





Management
      sees the Company’s entry into TV media as an extension of our China advertising
      sales business and a way to leverage our expertise in this area. Our advertising
      sales subsidiary, Sino Trade, generated nearly all of our revenue in 2006.
      Revenue from the “ *Who
      Wants To Be A Millionaire?”* TV show
      will be derived from the sale of advertising which will air during the broadcast
      of the show.





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





To
      address this market opportunity Asia Global subsidiary Sino Trade created the
      wholly-owned subsidiary Idea Asia (a Hong Kong corporation) to hold
      entertainment related businesses. Idea Asia created CMP (a Hong Kong
      corporation) herein referred to as CMP of which Idea Asia owns 60%. On December
      18, 2006 CMP acquired the rights from UK based Celador International Limited
      (now part of 2waytraffic) to broadcast in China the global quiz show phenomenon *“Who
      Wants To Be A Millionaire?”.* The
      remaining 40% of CMP is owned by Kolmanski International Limited and Region
      Giants Limited who will provide TV production, corporate development, and sales
      and marketing services to CMP.





CMP
      entered into an agreement with China advertising media sales agency Zixunmedia
      on November 11, 2006. Pursuant to PRC regulations, only a licensed advertising
      agency can sell advertising and collect payments for advertising sales in the
      China television market. Zixunmedia is licensed pursuant to PRC laws and will
      receive thirty percent (30%) of the revenues generated from advertising during
      the *“Who
      Wants To Be A Millionaire?”* TV
      program. CMP will retain seventy percent (70%) of the revenues generated from
      the advertising.





CMP,
      under the terms of its agreement with Celador International/2waytraffic, will
      produce and broadcast a minimum of 104 episodes of “Who Wants To Be A
      Millionaire?” over a period of 12 months beginning third quarter 2007. The
      agreement includes a mutual option for production and broadcasting to continue
      for a second year thereafter. CMP expects to begin closing advertising contracts
      once it has concluded agreements with all key broadcast distribution
      channels.




Page
          16
          of 31




We
      believe we have the appropriate corporate leadership established to ensure
      future success in the TV industry because we have placed the following
      individuals in place:





*
      Michael
      Mak, the Chief Executive Officer, interim Chief Financial Officer and Director
      of Asia Global Holdings Corp. will serve as the a sole director and officer
      of
      Idea Asia and will also serve as Chairman of CMP.





*
      John
      Leper, the Secretary and Director of Asia Global Holdings Corp. will serve
      as a
      Director of CMP.





* Hing
      Ng,
      the Director of Sino Trade, Asia Global Holdings Corp’s wholly-owned subsidiary,
      will serve as a Director of CMP.





*
      Mr.
      Peter Lai, aged 43, an advertising veteran and a co-founder of
      CMP, is overseeing the corporate development and the sales &
marketing function of the Company.





*
      Mr.
      Claude Yuen, aged 52, a TV production specialist and a founding partner of
      CMP, is in charge of the Program's production as the Executive
      Producer.





Asia
      Global Holdings will continue to seek out high quality proven successful TV
      entertainment and media opportunities to adapt to the market in China.





*Going
      forward*





In
      2007
      the Company plans to continue expanding upon our proven-successful agency
      partnership programs with established advertising agencies in China to grow
      this
      segment of the business. Also, as mentioned above, we plan to generate a new
      stream of revenue from the sales of advertising spots airing during the *Who
      Wants To Be A Millionaire?* TV
      shows. We also plan to continue to seek new opportunities in China TV media.
      We
      expect these objectives will dominate our operations in 2007.





**Results
      of Operations for the Three Months Ended March 31, 2007 and March 31,
      2006**





During
      the three months ended March 31, 2007, we experienced a loss of $2,947,163.
      We
      expect to improve our income position over the next 12 months as we plan to
      continue operating our advertising sales business in China and we expect to
      begin generating income from our CMP subsidiary in the second half of 2007.
      We
      also anticipate an increase in expenses from the operations of CMP.





During
      the three months ended March 31, 2007, we generated all our revenues from our
      Media and Advertising division. Over the next twelve months, we plan to devote
      the majority of our resources to expanding and further developing our Media
      and
      Advertising division which now includes our Idea Asia and CMP
      subsidiaries.




The
      following table sets forth our net revenues by each operational division for
      the
      three months ended March 31, 2007 and 2006:





**Total
      Revenue Three Months Ended March 31**


2007
              
              2006
              
              VarianceOnline
                  Retailing
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -US
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -China
                  & HK
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -Media
                  & Advertising
              
              $
              828,495
              
              $
              395,618
              
              $
              432,877
              
              
              +109
              %US
              
              $
              64
              
              $
              22,000
              
              $
              -21,936
              
              
              -100
              %China
                  & HK
              
              $
              828,431
              
              $
              373,618
              
              $
              454,813
              
              
              +122
              %




**Online
      Retailing Segment Revenue**





During
      the three month period ended March 31, 2007, we derived $0, or 0% of our total
      revenue, from our Online Retailing operations, representing no change in revenue
      from the comparable three month period ending March 31, 2006 in which revenue
      from Online Retailing totaled $0 representing 0% of the total revenue for that
      period. While this segment has been reduced to bare-bones operation it is still
      active as the company may, if in the future market conditions are favorable
      and
      management believes opportunity exists in the segment and resources are
      available, increase the activity in this segment as it has considerable
      expertise.





Page
          17
          of 31





**Media
      and Advertising Segment Revenue**





During
      the three month period ended March 31, 2007 we experienced an overall increase
      from the comparable three month period ending March 31, 2006, which is
      attributable to expanding our sales force through creating partnerships with
      established advertising agencies in China.





In
      China
      and Hong Kong, our revenue for the Media and Advertising segment totaled
      $828,431, representing almost 100% of the total media and advertising segment
      for the three month period ended March 31, 2007. We derived $828,495 or 100%
      of
      our total revenue from our media and advertising division. This represents
      a
      109% increase in the segment and a 122% increase in the China and Hong Kong
      Media and Advertising segment.





**Cost
      of Sales**





Cost
      of
      Sales by Segment Three Months Ended March 31, 2007


2007
              
              2006
              
              VarianceOnline
                  Retailing
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -US
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -China
                  & HK
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -Media
                  & Advertising
              
              $
              382,008
              
              $
              64,872
              
              $
              317,136
              
              
              +489
              %US
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -China
                  & HK
              
              $
              382,008
              
              $
              64,872
              
              $
              317,136
              
              
              +489
              %




Cost
      of
      sales were $382,008 representing 46% of our total revenue of $828,495 for the
      three month period ended March 31, 2007 as compared to $64,872, 16% of total
      revenue of $395,618 for the three month period ended March 31, 2006. The
      increase in cost of sales as a percentage of sales for the three month period
      ended March 31, 2007 is primarily attributable to costs related to program
      production for the *Who
      Wants To Be A Millionaire?* TV show
      which are detailed below in the Media and Advertising Segment.





**Cost
      of Sales - Online Retailing Segment**





Cost
      of
      sales for our Online Retailing Segment were $0 representing 0% of our total
      segment revenue of $0 for the three month period ended March 31, 2007 as
      compared to $0 representing 0% of total segment revenue of $0 for the three
      month period ended March 31, 2006. The is no cost of sales for the three month
      period ended March 31, 2007 as there were no sales in this segment for this
      period.





**Cost
      of Sales - Media and Advertising Segment**





Cost
      of
      sales for our Media and Adverting Segment totaled $382,008 representing 46%
      of
      our total segment revenue of $828,495 for the three month period ended March
      31,
      2007 as compared to $64,872, representing 16% of total segment revenue of
      $395,618 for the three month period ended March 31, 2006. The increase in cost
      of sales as a percentage of sales for the three month period ended March 31,
      2007 is primarily attributable to production costs related to *Who
      Wants To Be A Millionaire* ?
      and
      partially attributable to increased production costs for printing of client
      advertising and costs related to creating and distributing direct marketing
      advertising for customers. Specifically, we spent $165,854 respectively for
      promotion and production of the *Who
      Wants To Be A Millionaire?* TV show.
      We spent $216,154, or 26% of the segment revenue, for printing and direct
      marketing costs related to our non-TV related products and services. Hence,
      while our total segment gross margin on sales was 54% down from 84% for the
      same
      period in the previous year, our gross margin on sales for our non-TV related
      products and services was 74% down from 84% for the same period the previous
      year. The decrease in margin for the segment is attributable to the
      abovementioned TV show production costs and increased costs for printing and
      distribution of advertising for clients related to our non-TV products and
      services. The decrease in margin for our non-TV related products and services
      is
      attributable to increased costs for printing and distribution of advertising
      for
      clients.





**Selling,
      General and Administrative Expenses**





Selling,
      General and Administrative Expenses by Segment Three Months Ended March 31,
      2007


2007
              
              2006
              
              VarianceOnline
                  Retailing
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -US
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -China
                  & HK
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -Media
                  & Advertising
              
              $
              3,460,201
              
              $
              325,721
              
              $
              3,134,480
              
              
              +962
              %US
              
              $
              57,504
              
              $
              272,630
              
              $
              -215,126
              
              
              -79
              %China
                  & HK
              
              $
              3,402,697
              
              $
              53,091
              
              $
              3,349,606
              
              
              +6,309
              %




Page
          18
          of 31




Selling,
      general and administrative expenses increased $3,134,480 to $3,460,201 for
      the
      three month period ended March 31, 2007 as compared to $325,721 for the three
      month period ended March 31, 2006. The increase in expenses during the three
      month period ended March 31, 2007 was primarily attributable to the issuance
      of
      common stock valued at $2,757,325 for professional services related our
      expansion into TV media in China. Management believes the TV media expansion
      in
      China will generate an excellent return on investment.





**Selling,
      General and Administrative Expenses - Online Retailing**





Administrative
      expenses for our Online Retailing Segment were $0 representing 0% of our total
      segment revenue of $0 for the three month period ended March 31, 2007 as
      compared to $0, 0% of total segment revenue of $0 for the three month period
      ended March 31, 2006. The were no administrative expenses for the three month
      period ended March 31, 2007 as this segment has been reduced to a bare bones
      state based on management’s decision to shift maximum resources to the media and
      advertising segment.





**Selling,
      General and Administrative Expenses - Media and
      Advertising**





Administrative
      expenses for our Media and Adverting Segment totaled $3,460,201 representing
      418% of our total segment revenue of $828,495 for the three month period ended
      March 31, 2007 as compared to $325,721, 82% of total segment revenue of $395,618
      for the three month period ended March 31, 2006. The increase in selling,
      general and administrative expenses as a percentage of sales for the three
      month
      period ended March 31, 2007 is attributable to the issuance of common stock
      valued at $2,757,325 for professional services related our expansion into TV
      media in China. Management believes the TV media expansion in China will
      generate an excellent return on investment. Also, to help generate the increase
      in sales there was an increase in promotional spending of $140,873 and of
      $182,983 for advertising and TV media respectively, totaling $323,856 up 428%
      from $61,356 in the first three months of 2006.




**Depreciation
      and Amortization of Intangible Assets**





2007
            
            2006Depreciation
            
            $
            11,421
            
            $
            11,965Amortization
                of intangible assets
            
            $
            26,474
            
            $
            69,824





We
      experienced non-cash expenditures of $11,421 and $26,474 from depreciation
      of
      fixed assets and amortization of intangible assets, respectively. The
      depreciation policy adopted in 2007 was consistent with that adopted in 2006;
      the 5% decrease in depreciation in 2007 as compared with the depreciation of
      $11,965 in 2006 is attributable to some fixed assets reaching the end of their
      prescribed useful life in 2006. The policy of amortization of intangible assets
      adopted in 2007 was consistent with that adopted in 2006; the 62% decrease
      in
      amortization in 2007 as compared with the amortization of $69,824 in 2006 is
      attributable to some intangible assets being fully amortized during the year
      of
      2006.





**Other
      Income (Expense)**





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




2007
            
            2006Other
                incomeFixed
                asset rental income
            
            $
            -
            
            $
            4,350Interest
                income
            
            
            4,854
            
            
            2,2294,854
            
            
            6,579Interest
                expense
            
            
            15,410
            
            
            6,731Total
                other expense
            
            $
            10,556
            
            $
            152





There
      was
      no fixed asset rental income in 2007 as the rental income was ceased from
      October 2006. The fixed assets rental income for the three month period ended
      March 31, 2006 represents assets leased to Stanford International Holding
      Corporation, a related party, based on a reasonable and agreed upon charge
      that
      approximated 36% of the
      depreciation expense in 2006. For the three month period ended March 31, 2007,
      other income only includes interest income obtained in that period.




Page
          19
          of 31





**Net
      Loss**





Net
      loss
      for the three month period ended March 31, 2007 was $ 2,947,163 compared
      to net loss of $107,685 for three month period ended March 31, 2006. Loss is
      primarily attributed to non-cash charges such as the issuance of common stock
      valued at $2,757,325 for professional services related our expansion into TV
      media in China.





**Net
      Income (Loss) by Segment Three Months Ended March 31, 2007**


2007
              
              2006
              
              VarianceOnline
                  Retailing
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -US
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -China
                  & HK
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -Media
                  & Advertising
              
              $
              -2,947,163
              
              $
              -107,685
              
              $
              -2,839,478
              
              
              2,637
              %US
              
              $
              -162,850
              
              $
              -293,937
              
              $
              131,087
              
              
              -45
              %China
                  & HK
              
              $
              -2,784,313
              
              $
              186,252
              
              $
              -2,970,565
              
              
              -1,595
              %




**Net
      Loss from Online Retailing**





Operating
      losses attributed to our Online Retailing resulted from lack of sales while
      maintaining a minimum of administrative expenses. We believe our position in
      this segment will improve as we continue to scale-down the overhead and
      operations.





**Net
      Loss from Media and Advertising**





The
      net
      loss of $2,947,163 in our Media and Advertising segment is primarily due to
      investment in expansion into TV media in China which management believes will
      generate an excellent return. The Company expects additional expenses related
      to
      this expansion and specifically *“Who
      Wants To Be A Millionaire?”.*




**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. During the three months period ended
      March 31, 2007, the Company issued a convertible promissory note (the “Note”)
      with Sabana Investments LLC for the amount of $370,000 and an interest rate
      of
      20%. The term of the note is for 90 days but has been extended for further
      90
      days and will mature on August 15, 2007. The Note allows for an option to
      convert any unpaid principal and interest into AAGH’s $0.001 par value common
      stock at a conversion price equal to the market price for such shares as of
      the
      date of the conversion date. As of the date of this filing, an amount of
      $370,000 has been funded to AAGH. There is no assurance additional financing
      will be available, or if available, that it will be available on reasonable
      terms. Even if we do obtain such financing, there is no assurance that we will
      be able to generate profitable operations.





**Liquidity
      and Capital Resources for the Three Month Period Ended March 31, 2007 and
      2006**





*Cash
      flows from operating activities*





We
      experienced positive cash flows provided by operations in the amount of $481,393
      for the three month period ended March 31, 2007, primarily due to net loss
      from
      operations of $ 2,947,163 offset
      by
      non-cash charges such as depreciation and amortization of $ 37,895,
      legal and professional fee of
      $ 2,757,325,
      stock-based compensation to an executive of
      $102,082 and changes in operating assets such as an decrease in accounts
      receivable of $ 1,405,026 in
      spite
      of coupled with increases in our accounts payable and accrued expenses of
      $ 181,957 .





We
      experienced negative cash flows from operating activities in the amounts of
      $375,558 for the three month period ended March 31, 2006, primarily resulting
      from a net loss offset by non-cash charges such as common stock issued for
      services, depreciation and amortization, and reversal of accrued expenses,
      and
      changes in operating activities accounts such as an increase in accounts
      receivable due to increased sales and an increase in cash paid for other current
      assets.





*Cash
      flows from investing activities*





Net
      cash
      flows used in investing activities for the three month period ended March 31,
      2007 was $ 630,391 primarily
      representing net advances to related parties of $622,257 and increase of
      restricted cash required as part of our subsidiary's banking facility agreements
      of $2,342. Net cash flows generated in investing activities for the three month
      period ended March 31, 2006 was $339,061 representing $341,290 of net advances
      from related parties, $2,229 of restricted cash required as part of our
      subsidiary's banking facility agreement.




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*Cash
      flows from financing activities*





Net
      cash
      flows provided by financing activities for both periods presented primarily
      represents net funds advanced under banking agreements. In addition, the net
      cash flows provided by financing activities for the three months ended March
      31,
      2007 was also contributed by the issuance of promissory note.





*Liquidity*





Our
      growth plans require additional funding from outside sources. We intend to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required. Our future liquidity
      will depend on our revenue growth and our ability to sell our products and
      services at positive gross margins and control our operating expenses. Over
      the
      coming twelve months, we expect to spend approximately $1,600,000 for operating
      expenses assuming revenue growth and no significant change in marketing or
      product development strategies. We expect to meet these capital needs from
      sales
      revenues and, to the extent we do not have sufficient revenues, from our
      existing cash reserves or other external sources of financing.





The
      accompanying condensed consolidated financial statements contemplate
      continuation of the Company as a going concern. Due to the Company’s current
      period net loss of approximately $2,947,163, of which a sizable portion of
      that
      net loss is attributable to non-cash items such as stock issued for services
      rendered totaling approximately $2,757,325 and depreciation and amortization
      totaling approximately $37,895. However, substantial doubt to continue as a
      going concern is raised and realization of a major portion of the assets in
      the
      accompanying condensed consolidated balance sheet is dependent upon the
      continued operations of the Company, which in turn is dependent upon the
      Company's ability to meet its financing requirements and the success of its
      future operations.





Management
      believes the Company's ability to continue as a going concern is alleviated
      because current sources of liquidity as of April 30, 2007, included
      approximately $125,162 in cash and cash equivalents, and a $256,410 line of
      credit available for use under its current line of credit facility, are
      sufficient to satisfy its cash requirements over the next twelve months.
      Although there is no assurance that such financing will be available, or if
      available, that such financing will be available on reasonable terms, management
      believes it has the ability to borrow additional funds from third parties such
      as financial institutions or will be successful in a debt or equity financing
      that will be sufficient to fund its operations for the next twelve months.





Management
      has taken steps to reduce operating costs and moved a significant portion of
      its
      U.S. operations to China during 2006 to benefit from lower overhead costs and
      further capitalize on the growth potential and success. Management plans to
      continue reviewing all aspects of its business and making adjustments as needed
      to those considered unprofitable. Therefore, for at least the next twelve
      months, the Company can continue to operate as a going concern. The condensed
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability and classification of recorded asset amounts or the amount and
      classification of liabilities or any other adjustment that might be necessary
      should the Company be unable to continue as a going concern.





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





**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.




*Accounts
      receivable and provision for bad debts*





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




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*Impairment
      of long-lived assets*





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





*Accounting
      for stock-based compensation*





The
      Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123(R)"), 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
      was recorded on the date of grant if the current market price of the underlying
      stock exceeded the exercise price. Any compensation expense was 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 consolidated
      financial statements since the Company entered into an employment agreement
      included stock-based compensation awards with its President, Michael Mak, who
      is
      also the Company’s Chief Executive Officer and interim Chief Financial Officer,
      on August 18, 2006. 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 period. The
      accounting effect of recording compensation expense is a charge to earnings,
      thereby reducing our net earnings.





*Taxes
      on earning**s*





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 and the mix of earnings in the
      jurisdictions in which we operate in determining the need for a valuation
      allowance. In the event we 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 such determination is
      made. Likewise, if we later determine that it is more likely than not that
      the
      net deferred tax assets would be realized, the previously provided valuation
      allowance would be reversed.





**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.




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Changes
      in Internal Controls. There was no change in our internal control over financial
      reporting during the quarter ended March 31, 2007, 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.**




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




We
      were
      unable to achieved profitability in accordance with generally accepted
      accounting principles in the United States, or GAAP, for the quarter ended
      March
      31, 2007 and we may be unable to achieve profitability in the future. We
      incurred net losses of $2,947,163 for the three months ended March 31, 2007.
      Even if we do achieve profitability, we may not be able to sustain or increase
      profitability on a quarterly or an annual basis in the future.




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




*We
      may not be 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
      approximate all of our revenue from non-U.S. markets. To date, we have limited
      experience in marketing, selling and distributing our solutions internationally.
      Our international operations are subject to other risks, including:




· changes
        in regulatory requirements;




· reduced
        protection for intellectual property rights in some
        countries;




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




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




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




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




· the
        inability to utilize certain foreign tax credits; and




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




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




· difficulties
        and costs of staffing and managing foreign operations;




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




· political
        and economic instability;




· fluctuations
        in currency exchange rates; and




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




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




*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 2007.
      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 fluctuated on a quarterly
      and annual basis. 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:




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




· changes
        in fees paid by advertisers or other clients;




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




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




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




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




· seasonality;




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




· changes
        in governmental regulation of the Internet; and




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· 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 interim Chief Financial Officer. The competition for experienced and
      talented executives, senior managers and technical and sales personnel has
      become intense in our industry. The loss of the services of one or more of
      these
      persons, other similarly positioned members of management or other key personnel
      could materially and adversely affect our ability to develop our
      business.




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




Our
      success depends on our ability to attract and retain qualified technical, sales
      and marketing, customer support, financial and accounting, and managerial
      personnel. We may expand our total workforce and will need to continue to
      attract qualified personnel in order to grow our business successfully.
      Additionally, as our business has escalated, we have increased our reliance
      on
      contractors and outside firms for development. We may not be able to attract,
      integrate and retain the numbers and types of candidates that we desire, and
      we
      may not be able to retain our contractors and outside firms and may not be
      able
      to replace them. Even if we are successful in attracting new staff, we may
      not
      be able to increase revenue quickly enough to offset the costs of the additional
      personnel. Any of these contingencies could cause our business to
      suffer.




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




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




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




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




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




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




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




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          25
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*We
      depend on proprietary rights and we face the risk of
      infringement.*




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




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




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




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




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




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




*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.




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




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




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




The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. During the twelve months ended December 31,
      2006, the closing sale prices of our ordinary shares on the Nasdaq National
      Market ranged from $0.019 to $0.41 per share and the closing sale price on
      April
      11, 2007 was $0.05 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.*




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




· the
        development of new online advertising media and methods;




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




· the
        ability to attract and retain qualified personnel;




· changing
        demands regarding customer service and support;




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




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




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




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




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




*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.




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*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
      January 5, 2007, the Shareholders ratified the Board of Director's actions
      taken
      to file a new Non-Qualified Incentive Stock Compensation Plan 2007 (Form S-8
      filed with the Commission on January 31, 2007) in the amount of 30,000,000
      shares. Only 26,500,000 shares have been issued as of the date of this
      filing.





**ITEM
      5. OTHER INFORMATION**




On
      December 18, 2006, the Registrant’s subsidiary China Media Power, Ltd. (“CMP”)
      entered into a Heads of Agreement (“HOA”) with Celador International Limited
      (“Celador”), who is the creator of “Who Wants To Be A Millionaire?,” for the
      exclusive right to produce the television show “Who Wants To Be A Millionaire?”
within the country of China. At the time of this filing, the Company is in
      the
      process of filing a Form 8-K with the attached HOA with redactions, which
      pursuant to Rule 406 of Regulation C of the Securities Act of 1933, requires
      the
      Company to file a Confidential Treatment Request at the same time of the filing
      of the Form 8-K.





On
      March
      13, 2007, the Company filed a Form 8-K stating that it had entered into a
      Convertible Promissory Note (“Note”) with Sabana Investments, LLC for the amount
      of Five Hundred Thousand Dollars ($500,000) at Twenty Percent (20%) Interest.
      The term of the Note is for Ninety (90) days. As of the date of the filing,
      the
      amount funded was Three Hundred Fifty Thousand Dollars ($350,000) with an
      interest of Seventy Thousand Dollars ($70,000).





On
      March
      20, 2007, the Company filed a Form 8-K stating that it had received the
      resignation of its independent auditors, Clancy & Co., P.L.L.C. on February
      15, 2007. The Company further stated that it had engaged HLB Hodgson Impey
      Cheng
      as the Company’s new independent auditors as of February 15, 2007.





On
      May
      16, 2007, the Company filed a Form 8-K stating that the Company had received
      a
      total of Three Hundred Seventy Dolllars ($370,000) with total interest of
      Seventy-Four Thousand Dollars ($74,000), pursuant to the Convertible Promissory
      Note, which was filed with the Commission on Form 8-K on March 13, 2007.
      Furthermore, the Company had reached an agreement to extend the repayment of
      the
      Note for an additional Ninety (90) days.





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**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:
                May 18, 2007
            By:
            /s/
                Michael MakMichael
                Mak, President




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