UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM 10-Q
 
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934
 For
the quarter ended March 31, 2009
 
 -OR-
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934
 For
the transition period
from                               to
  Commission
File Number 333-64804
  
 ASIA
GLOBAL HOLDINGS CORP.
 (Exact
Name of small business issuer as specified in Its charter)
  NEVADA
                
                75-3026459(State
      or other jurisdiction of
                
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)
  (Zip
      code)32/F,
      Tower 1, Millennium City388
      Kwun Tong RoadKwun
      Tong, KowloonHong
      Kong(Address
      of principal executive offices)
 
 Issuer’s
telephone number, including area code: (213) 243-1505
 (Former
name, former address or former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yesþ      No  ̈
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
 
 Large
accelerated filer  ̈     Accelerated
filer  ̈     Non-accelerated
filer  ̈     Smaller
reporting company þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rue
12b-2of the Exchange Act).
 Yes   ̈
  No þ
 The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of May 20, 2009 was 142,138,400 shares, all of one class of $0.001 par
value Common Stock.
  
  ASIA
GLOBAL HOLDINGS CORP.
 FORM
10-Q
 Quarter
Ended March 31, 2009
 TABLE
OF CONTENTS
 
 PagePART
      I— FINANCIAL INFORMATIONItem 1
                  Financial
      StatementsUnaudited
      Consolidated Balance Sheets as of March 31, 2009 and December 31,
      2008
                  F-2Unaudited
      Consolidated Statements of Operations for the Three Months Ended March 31,
      2009 and 2008
                  F-3 to F-4Unaudited
      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2009 and 2008
                  F-5Unaudited
      Consolidated Statements of Changes in Stockholder Deficit Ended March 31,
      2009
                  F-6Notes
      to Unaudited Condensed Consolidated Financial Statements Ended March 31,
      2009
                  F-7 to F17Item 2
                  Managements
      Discussion and Analysis of Financial Condition and Results of
      Operation
                  21Item 3
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  24Item 4T
                  Controls
      and Procedures
                  25PART
      II—OTHER INFORMATIONItem 1
                  Legal
      Proceedings
                  25Item 1A
                  Risk
      Factors
                  25Item 2
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  27Item 3
                  Defaults
      Upon Senior Securities
                  27Item 4
                  Submission
      of Matters to a Vote of Security Holders
                  28Item 5
                  Other
      Information
                  28Item 6
                  Exhibits
                  28SIGNATURES
                  29
  Page 2 of 29
  SPECIAL
NOTE ON FORWARD LOOKING STATEMENTS
 
 This
Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 2 of Part I of this
report include forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by forward-looking statements.
 
 In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "proposed," "intended," or "continue" or the negative
of these terms or other comparable terminology. You should read statements that
contain these words carefully, because they discuss our expectations about our
future operating results or our future financial condition or state other
"forward-looking" information. There may be events in the future that we are not
able to accurately predict or control. Before you invest in our securities, you
should be aware that the occurrence of any of the events described in this
Annual Report could substantially harm our business, results of operations and
financial condition, and that upon the occurrence of any of these events, the
trading price of our securities could decline and you could lose all or part of
your investment. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
growth rates, levels of activity, performance or achievements. We are under no
duty to update any of the forward-looking statements after the date of this
Quarterly Report to conform these statements to actual results.
  Page 3 of 29
 
 PART
      1.
                FINANCIAL
      INFORMATION
 
 ITEM
      1.
              FINANCIAL
      STATEMENTS
 
 ASIA
GLOBAL HOLDINGS CORP.
 
 INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  PageCondensed
      Consolidated Balance Sheets as of March 31, 2009 and December 31,
      2008
                    
                    F-2Condensed
      Consolidated Statements of Operations And Comprehensive Income (Loss) for
      the three months ended March 31, 2009 and 2008
                    
                    F-3 to F-4Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2009 and 2008
                    
                    F-5Condensed
      Consolidated Statement of Stockholders’ Deficit for the three months ended
      March 31, 2009
                    
                    F-6Notes
      to Condensed Consolidated Financial Statements
                    
                    F-7 to F-17
  F-1
 Page 4 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 AS
OF MARCH 31, 2009 AND DECEMBER 31, 2008
 (Currency
expressed in United States Dollars (“US$”), except for number of
shares)
 
 March 31, 2009
                                      
                                      
                                      December 31, 2008(Unaudited)
                                      
                                      
                                      (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                      
                                      $
                                      3,488
                                      
                                      
                                      $
                                      258Restricted
      cash
                                      
                                      
                                      -
                                      
                                      
                                      
                                      260,795Amounts
      due from a related party
                                      
                                      
                                      39,677
                                      
                                      
                                      
                                      39,677Income
      tax credit
                                      
                                      
                                      183,151
                                      
                                      
                                      
                                      183,151Prepayments
      and other current assets
                                      
                                      
                                      75,472
                                      
                                      
                                      
                                      75,472Total
      current assets
                                      
                                      
                                      301,788
                                      
                                      
                                      
                                      559,353Property,
      plant and equipment, net
                                      
                                      
                                      3,806
                                      
                                      
                                      
                                      5,564Intangible
      assets, net
                                      
                                      
                                      1,923
                                      
                                      
                                      
                                      2,038TOTAL
      ASSETS
                                      
                                      $
                                      307,517
                                      
                                      
                                      $
                                      566,955LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Bank
      overdraft, secured
                                      
                                      $
                                      8,964
                                      
                                      
                                      $
                                      136,263Secured
      bank loan – current portion
                                      
                                      
                                      185,877
                                      
                                      
                                      
                                      58,442Obligation
      under capital lease
                                      
                                      
                                      117,670
                                      
                                      
                                      
                                      117,670Letters
      of credit
                                      
                                      
                                      -
                                      
                                      
                                      
                                      380,128Accounts
      payable and accrued liabilities
                                      
                                      
                                      794,627
                                      
                                      
                                      
                                      802,485Income
      tax payable
                                      
                                      
                                      11,752
                                      
                                      
                                      
                                      11,752Amount
      due to a related party
                                      
                                      
                                      8,152
                                      
                                      
                                      
                                      8,452Total
      current liabilities
                                      
                                      
                                      1,127,042
                                      
                                      
                                      
                                      1,515,192Long-term
      liabilities:Secured
      bank loan
                                      
                                      
                                      119,686
                                      
                                      
                                      
                                      -Total
      long-term liabilities
                                      
                                      
                                      119,686
                                      
                                      
                                      
                                      -Total
      liabilities
                                      
                                      
                                      1,246,728
                                      
                                      
                                      
                                      1,515,192Commitment
      and contingenciesStockholders’
      deficit:Series
      A, convertible preferred stock, $0.001 par value; 500,000 shares
      authorized; 250,000 shares and 250,000 shares issued and outstanding
      shares as of March 31, 2009 and December 31, 2008
                                      
                                      
                                      250
                                      
                                      
                                      
                                      250Common
      stock, $0.001 par value; 300,000,000 shares authorized; 136,542,000 and
      133,362,000 shares issued and outstanding as of March 31, 2009 and
      December 31, 2008
                                      
                                      
                                      136,542
                                      
                                      
                                      
                                      133,362Additional
      paid-in capital
                                      
                                      
                                      18,009,092
                                      
                                      
                                      
                                      17,941,172Accumulated
      other comprehensive loss
                                      
                                      
                                      (7,616
                                      )
                                      
                                      
                                      (7,593
                                      )Accumulated
      deficit
                                      
                                      
                                      (19,077,479
                                      )
                                      
                                      
                                      (19,015,428
                                      )Total
      stockholders’ deficit
                                      
                                      
                                      (939,211
                                      )
                                      
                                      
                                      (948,237
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                      
                                      $
                                      307,517
                                      
                                      
                                      $
                                      566,955
 
 See
accompanying notes to condensed consolidated financial
statements.
  F-2
 Page 5 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 AND
COMPREHENSIVE (LOSS) INCOME
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”), except for number of
shares)
 (Unaudited)
 
 Three months ended March 31,2009
                              
                              
                              2008Revenues,
      net
                              
                              $
                              36,603
                              
                              
                              $
                              1,524,346Cost
      of revenue
                              
                              
                              -
                              
                              
                              
                              547,436Gross
      profit
                              
                              
                              36,603
                              
                              
                              
                              976,910OPERATING
      EXPENSES:Sales
      and marketing
                              
                              
                              -
                              
                              
                              
                              105,416Consulting
      and professional fee
                              
                              
                              -
                              
                              
                              
                              46,889Depreciation
      and amortization
                              
                              
                              1,850
                              
                              
                              
                              30,021General
      and administrative
                              
                              
                              88,526
                              
                              
                              
                              159,133Total
      operating expenses
                              
                              
                              90,376
                              
                              
                              
                              341,459(LOSS)
      INCOME FROM OPERATIONS
                              
                              
                              (53,773
                              )
                              
                              
                              635,451Other
      income (expense):Other
      income
                              
                              
                              13
                              
                              
                              
                              2,367Interest
      expense
                              
                              
                              (8,291
                              )
                              
                              
                              (29,475
                              )(LOSS)
      INCOME BEFORE INCOME TAXES
                              
                              
                              (62,051
                              )
                              
                              
                              608,343Income
      tax expense
                              
                              
                              -
                              
                              
                              
                              (115,019
                              )(LOSS)
      INCOME FROM CONTINUING OPERATIONS
                              
                              
                              (62,051
                              )
                              
                              
                              493,324Loss
      from discontinued operations
                              
                              
                              -
                              
                              
                              
                              (102,392
                              )NET
      (LOSS) INCOME
                              
                              $
                              (62,051
                              )
                              
                              $
                              390,932Other
      comprehensive loss:-
      Foreign currency translation loss
                              
                              
                              (23
                              )
                              
                              
                              (1,043
                              )COMPREHENSIVE
      (LOSS) INCOME
                              
                              $
                              (62,074
                              )
                              
                              $
                              389,889
 
 See
accompanying notes to condensed consolidated financial
statements.
  F-3
 Page 6 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 AND
COMPREHENSIVE (LOSS) INCOME (CONTINUED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”), except for number of
shares)
 (Unaudited)
 
 Three months ended March 31,2009
                  
                  
                  2008Basic
      weighted average number of shares
                  
                  
                  134,133,778
                  
                  
                  
                  129,862,000Diluted
      weighted average number of shares
                  
                  
                  134,133,778
                  
                  
                  
                  209,862,000Per
      share information:From
      continuing operation– Basic
                  
                  $
                  0.00
                  
                  
                  $
                  0.00From
      continuing operation– Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.00From
      discontinued operation– Basic
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )From
      discontinued operation– Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )Net
      (loss) income per share – Basic
                  
                  $
                  0.00
                  
                  
                  $
                  0.00Net
      (loss) income per share – Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.00
 
 See
accompanying notes to condensed consolidated financial
statements.
  F-4
 Page 7 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
  Three months ended March 31,2009
                                      
                                      
                                      2008Cash
      flows from operating activities:(Loss)
      income from continuing operations
                                      
                                      $
                                      (62,051
                                      )
                                      
                                      $
                                      493,324Adjustments
      to reconcile (loss) income from continuing operations to net cash used in
      operating activities:Depreciation
      and amortization
                                      
                                      
                                      1,850
                                      
                                      
                                      
                                      30,021Common
      stock issued for services, non-cash
                                      
                                      
                                      71,100Change
      in operating assets and liabilities:Accounts
      receivable, trade
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (564,261
                                      )Prepayments
      and other current assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (242,721
                                      )Accounts
      payables and accrued liabilities
                                      
                                      
                                      (7,858
                                      )
                                      
                                      
                                      (257,689
                                      )Income
      tax payable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      14,201Amount
      due to a related party
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (518,257
                                      )Net
      cash provided by (used in) operating activities
                                      
                                      
                                      3,041
                                      
                                      
                                      
                                      (1,045,382
                                      )Net
      cash provided by discontinued operations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      232,947Cash
      flows from investing activities:Decrease
      (increase) in restricted cash
                                      
                                      
                                      260,795
                                      
                                      
                                      
                                      (2,356
                                      )Purchase
      of property, plant and equipment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,500
                                      )Net
      cash provided by (used in) investing activities
                                      
                                      
                                      260,795
                                      
                                      
                                      
                                      (3,856
                                      )Net
      cash used in discontinued operations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash
      flows from financing activities:Advances
      (to) from related parties
                                      
                                      
                                      (300
                                      )
                                      
                                      
                                      48,091Net
      decrease in bank overdraft
                                      
                                      
                                      (127,299
                                      )
                                      
                                      
                                      (16,422
                                      )(Repayment)
      advances under letters of credit
                                      
                                      
                                      (380,128
                                      )
                                      
                                      
                                      155,545Drawdown
      of bank loan
                                      
                                      
                                      251,923
                                      
                                      
                                      
                                      115,385Repayment
      of bank loan
                                      
                                      
                                      (4,802
                                      )
                                      
                                      
                                      (238,051
                                      )Repayment
      of capital lease
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (35,272
                                      )Net
      cash (used in) provided by financing activities
                                      
                                      
                                      (260,606
                                      )
                                      
                                      
                                      29,276Net
      cash used in discontinued operations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,624
                                      )Effect
      of exchange rate change on cash and cash equivalents
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,043
                                      )NET CHANGE IN CASH AND CASH
      EQUIVALENTS
                                      
                                      
                                      3,230
                                      
                                      
                                      
                                      (789,682
                                      )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                      
                                      
                                      258
                                      
                                      
                                      
                                      846,907CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                      
                                      $
                                      3,488
                                      
                                      
                                      $
                                      57,225SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      100,818Cash
      paid for interest
                                      
                                      $
                                      8,291
                                      
                                      
                                      $
                                      29,475
 
 See
accompanying notes to condensed consolidated financial
statements.
  F-5
 Page 8 of 29
 
 ASIA
GLOBAL HOLDING CORP.
 CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”), except for number of
shares)
 (Unaudited)
 
 Series A, Convertible
                            Preferred Stock
                          
                          
                          Common stock
                          
                          
                          
                          
                          
                          Accumulated
                            otherNo. of
                            shares
                          
                          
                          Amount
                          
                          
                          No. of
                            shares
                          
                          
                          Amount
                          
                          
                          Additional
                            paid-in capital
                          
                          
                          comprehensive
                            loss
                          
                          
                          Accumulated
                            deficit
                          
                          
                          Total deficitBalance
      as of January 1, 2009
                          
                          
                          250,000
                          
                          
                          $
                          250
                          
                          
                          
                          133,362,000
                          
                          
                          $
                          133,362
                          
                          
                          $
                          17,941,172
                          
                          
                          $
                          (7,593
                          )
                          
                          $
                          (19,015,428
                          )
                          
                          $
                          (948,237
                          )Stocks
      issued for services rendered, non-cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,180,000
                          
                          
                          
                          3,180
                          
                          
                          
                          67,920
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          71,100Net
      loss for the period
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (62,051
                          )
                          
                          
                          (62,051
                          )Foreign
      currency translation adjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (23
                          )
                          
                          
                          -
                          
                          
                          
                          (23
                          )Balance
      as of March 31, 2009
                          
                          
                          250,000
                          
                          
                          $
                          250
                          
                          
                          
                          136,542,000
                          
                          
                          $
                          136,542
                          
                          
                          $
                          18,009,092
                          
                          
                          $
                          (7,616
                          )
                          
                          $
                          (19,077,479
                          )
                          
                          $
                          (939,211
                          )
 
 See
accompanying notes to condensed consolidated financial
statements.
  F-6
 Page 9 of 29
  ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 NOTE-1
              BASIS
      OF PRESENTATION
 
 The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.
 
 In the
opinion of management, the consolidated balance sheet as of December 31, 2008
which has been derived from audited financial statements and these unaudited
condensed consolidated financial statements reflect all normal and recurring
adjustments considered necessary to state fairly the results for the periods
presented. The results for the period ended March 31, 2009 are not necessarily
indicative of the results to be expected for the entire fiscal year ending
December 31, 2009 or for any future period.
 
 These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 2008.
 
 NOTE-2
              ORGANIZATION
      AND BUSINESS BACKGROUND
 
 Asia
Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of
Nevada on February 1, 2002 as Longbow Mining Inc. On May 12, 2004, the Company
changed its name to “BonusAmerica Worldwide Corporation”. On June 6, 2006, the
Company further changed its current company name to “Asia Global Holdings
Corp.”
 
 The
Company is focused on building businesses in China and other emerging regions
and markets in Asia and worldwide. The Company, through its subsidiaries, mainly
operates a business-to-business search engine and buyer-supplier matching web
site called “TradeDragon.com”. TradeDragon.com was
internally developed by the Company based on a combination of proprietary
industry knowledge, and expertise in global direct marketing, ecommerce and
China sourcing. The Company’s subsidiaries also sell trade information and
online marketing services related to the database to mainland Chinese companies.
The Company also produces offline advertising products such as
business-to-business trade directories and industry trade publications. The
Company is headquartered in Hong Kong, and has offices in the United States of
America (“US”) and mainland China.
 
 Asia
Global Holdings Corp. and its subsidiaries are hereinafter referred to as (the
“Company”).
 
 NOTE
      – 3
              GOING
      CONCERN UNCERTAINTIES
 
 These
condensed consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the discharge of liabilities in the normal course of business for the
foreseeable future.
 
 For the
three months ended March 31, 2009, the Company has incurred continuous loss of
$62,051 with an accumulated deficit of $19,077,479. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
The continuation of the Company as a going concern is dependent upon the
continued financial support from its stockholders to continue operations. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
  F-7
 Page 10 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 NOTE-4
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 l Use of
estimates
 
 In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the periods
reported. Actual results may differ from these estimates.
 
 l Basis of
consolidation
 
 The
condensed consolidated financial statements include the financial statements of
AAGH, its wholly-owned and majority-owned subsidiaries including variable
interest entities ("VIEs") for which the Company is the primary beneficiary. All
significant inter-company balances and transactions within the Company have been
eliminated.
 
 The
Company has adopted the Financial Accounting Standards Board ("FASB")
Interpretation No. 46R, “Consolidation of Variable Interest
Entities”, an Interpretation of Accounting Research Bulletin No. 51 ("FIN
46R"). FIN 46R requires a Variable Interest Entity (VIE) to be consolidated by a
company if that company is subject to a majority of the risk of loss for the VIE
or is entitled to receive a majority of the VIE’s residual returns. VIEs are
those entities in which the Company, through contractual arrangements, bears the
risks of, and enjoys the rewards normally associated with ownership of the
entities, and therefore the company is the primary beneficiary of these
entities. The results of variable interest entities established during the year
are included in the consolidated income statements from the effective
date.
 
 l Cash and
cash equivalents
 
 Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
 
 l Accounts
receivable
 
 Accounts
receivable, principally trade, are generally due 90 days and are stated at the
invoiced amount. The Company performs ongoing credit evaluations of its
customers and adjusts credit limits based upon payment history and the
customer’s current creditworthiness, as determined by a review of their current
credit information. The Company continuously monitors aging reports, collections
and payments from customers, and a provision for estimated credit losses is
maintained based upon the Company’s historical experience and any specific
customer collection issues that have been identified. The Company writes off
accounts receivable when they become uncollectible. As of March 31, 2009, the
Company has determined that no allowance for doubtful accounts is
required.
 
 l Property,
plant and equipment, net
 
 Property,
plant and equipment are stated at historical cost less accumulated depreciation
and accumulated impairment losses, if any. As of March 31, 2009, the gross
carrying value was $1,357,863, accumulated amortization and impairment was
$1,354,057 and the net carrying value was $3,806. Depreciation is calculated on
the straight-line basis over the following expected useful lives from the date
on which they become fully operational, generally ranging from 3 to 7 years.
Expenditure for maintenance and repairs is expensed as incurred.
 
 Depreciation
expense for the three months ended March 31, 2009 and 2008 were $1,735 and
$3,547, respectively.
  F-8
 Page 11 of 29
  ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 l Intangible
assets
 
 Intangible
assets consist of costs paid to acquire personal customer information for use in
its advertising and database rental activities. As of March 31, 2009, the gross
carrying value was $2,788,073, accumulated amortization and impairment loss was
$2,786,150 and the net carrying value was $1,923. The Company amortizes the cost
of these assets over a period of three to five years.
 
 Amortization
expense totaled $115 and $26,474 for the three months ended March 31, 2009
and 2008.
 
 l Impairment
of long-lived assets
 
 In
accordance with Statement of Financial Accounting Standard ("SFAS") No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets,”the Company reviews its long-lived
assets, including property, plant and equipment and intangible assets, for
impairment whenever events or changes in circumstances indicate that the
carrying amounts of the assets may not be fully recoverable. If the total of the
expected undiscounted future net cash flows is less than the carrying amount of
the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. There has been no impairment as of March 31,
2009.
 
 l Revenue
recognition
 
 In
accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
transfer of title has occurred or services have been rendered, the selling price
is fixed or determinable and collectibility is reasonably assured.
 
 Revenues
from database rentals are recorded at the time the services are provided. The
Company entered into sale-through agreements with 8 (2008: 8) distributors
located in Hong Kong and China which in turn will be responsible to recruit new
members and take orders from the existing members of TradeDragon.com. The
members can enjoy the following services from the Company (a) advertising
placement on the business directories and trade publications that are produced
by Sino Trade, (b) internet direct marketing services by the means of
traditional mail and emails distribution, (c) membership to TradeDragon.com
webpage in which the members exhibit their products and services and search for
their buyers or suppliers through search engine marketing tool and international
trade portal.
 
 l Income
taxes
 
 The
Company accounts for income tax using SFAS No. 109 “Accounting for Income
Taxes”, which requires the asset and liability approach for financial
accounting and reporting for income taxes. Under this approach, deferred income
taxes are provided for the estimated future tax effects attributable to
temporary differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the years
of recovery or reversal and the effect from a change in tax rates is recognized
in the statements of operations in the period of enactment. A valuation
allowance is provided to reduce the amount of deferred tax assets if it is
considered more likely than not that some portion of, or all of the deferred tax
assets will not be realized.
 
 The
Company also adopts the provisions of the Financial Accounting Standards
Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” ("FIN 48"). FIN 48 prescribes a
recognition threshold and measurement process for recording in the financial
statements uncertain tax positions taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. The adoption of FIN 48 did not have a significant impact on the
Company’s consolidated financial statements.
  F-9
 Page 12 of 29
  ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 In
connection with the adoption of FIN 48, the Company analyzed the filing
positions in all of the federal, state and foreign jurisdictions where the
Company and its subsidiaries are required to file income tax returns, as well as
all open tax years in these jurisdictions. The Company adopted the policy of
recognizing interest and penalties, if any, related to unrecognized tax
positions as income tax expense. The Company did not have any unrecognized tax
positions or benefits and there was no effect on the financial condition or
results of operations for the period ended March 31, 2009 and 2008. The
Company’s tax returns remain open subject to examination by major tax
jurisdictions.
 
 The
Company conducts its major businesses in Hong Kong and Malaysia and is subject
to tax jurisdiction in various countries. As a result of its business
activities, the Company files tax returns that are subject to examination by the
local and foreign tax authorities.
 
 l Net
income (loss) per share
 
 The
Company calculates net income (loss) per share in accordance with SFAS No.
128,“Earnings per
Share.” Basic income (loss) per share is computed by dividing the net
income (loss) by the weighted-average number of common shares outstanding during
the period. Diluted income (loss) per share is computed similar to basic income
(loss) per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common stock equivalents had been issued and if the additional common shares
were dilutive.
 
 l Comprehensive
income (loss)
 
 SFAS No.
130, “Reporting Comprehensive
Income”, establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income consists of changes in unrealized gains and
losses on foreign currency translation. This comprehensive income is not
included in the computation of income tax expense or benefit.
 
 l Foreign
currencies translation
 
 Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.
 
 The
reporting currency of the Company is United States dollar ("US$"). The
functional currency of the Company's subsidiary operating in Hong Kong is Hong
Kong Dollars ("HK$") and its financial records are maintained and its statutory
financial statements are prepared in HK$. The functional currency of the
Company's subsidiary established in the PRC is Renminbi Yuan ("RMB") and its
financial records are maintained and its financial statements are prepared in
RMB.
 
 In
general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with
SFAS No. 52, “Foreign Currency
Translation”, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The
gains and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders’
equity.
  F-10
 Page 13 of 29
  ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 l Stock-based compensation
 
 The
Company adopts SFAS No. 123 (revised 2004), “Share-Based Payment“, using
the fair value method, which requires the measurement and recognition of
compensation expense for all share-based awards made to consultants, employees
and directors, including employee stock options and shares issued through its
employee stock purchase plan, based on estimated fair values.
 
 l Related
parties
 
 Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
 
 l
              Segment
      reporting
 
 SFAS No.
131, “Disclosures about
Segments of an Enterprise and Related Information” establishes standards
for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about
geographical areas, business segments and major customers in the financial
statements. The Company operates one reportable segment in media and advertising
business.
 
 l
              Fair
      value of financial instruments
 
 The
Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments”. The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies. The estimates presented herein are not necessarily
indicative of amounts that the Company could realize in a current market
exchange.
 
 The
Company’s financial instruments primarily consist of cash and cash equivalents,
amounts due from (to) related parties, prepayments and other current assets,
bank overdraft, secured bank loan, obligation under capital lease, income tax
credit (payable), accounts payable and accrued liabilities.
 
 As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented due to the
short term maturities of these instruments and that the interest rates on the
borrowings approximate those that would have been available for loans of similar
remaining maturity and risk profile at respective period ends.
 
 l
              Recent
      accounting pronouncements
 
 The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
 
 In
December 2007, the FASB issued a revision to SFAS No. 141, “Business Combinations” (“SFAS
No. 141(R)”). SFAS No. 141(R) revises the accounting for business combinations.
Under SFAS No. 141(R), an acquiring entity will be required to recognize the
assets acquired and liabilities assumed in a transaction at the acquisition-date
fair value with limited exceptions. Specifically, SFAS No. 141(R) will
change the accounting for acquisition costs, noncontrolling interests, acquired
contingent liabilities, restructuring costs associated with a combination and
certain tax-related items, as well as require additional disclosures. SFAS No.
141(R) applies prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. The Company is required to apply SFAS No. 141(R)
to any acquisitions in 2009 or thereafter.
  F-11
 Page 14 of 29
 
 ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51”
(“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards
for noncontrolling interests in subsidiaries. This statement requires the
reporting of all noncontrolling interests as a separate component of
stockholders’ equity, the reporting of consolidated net income (loss) as the
amount attributable to both the parent and the noncontrolling interests and the
separate disclosure of net income (loss) attributable to the parent and to the
noncontrolling interests. In addition, this statement provides accounting and
reporting guidance related to changes in noncontrolling ownership interests.
Other than the reporting requirements described above which require
retrospective application, the provisions of SFAS No. 160 are to be applied
prospectively in the first annual reporting period beginning on or after
December 15, 2008. The Company’s adoption of SFAS No. 160 on January 1, 2009 did
not have an impact on its consolidated results of operations or financial
position.
 
 In
December 2008, the FASB issued Staff Position (“FSP”) No. 140-4 and FIN 46(R)-8,
“Disclosures by Public
Entities about Transfers of Financial Assets and Interests in Variable
Interest Entities”. The purpose of this FSP is
to promptly increase disclosures by public entities and enterprises until the
pending amendments to SFAS No. 140, “Accounting for Transfers and
Servicing of Financial Assets andExtinguishments of
Liabilities”,
(“SFAS No. 140”) and FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest
Entities”, (“FIN 46(R)”) are finalized and approved by the FASB. The FSP
is effective for reporting periods (interim and annual) ending after December
15, 2008. This adoption did not have any impact on the consolidated financial
statements.
 
 On
January 12, 2009, the FASB issued FSP EITF 99-20-01, “Amendment to the Impairment Guidance
of EITF Issue No. 99-20”. This FSP amends the impairment guidance in EITF
Issue No. 99-20, “Recognition of Interest Income and
Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to be Held by a Transferor in Securitized Financial Assets,” to
achieve more consistent determination of whether an other-than-temporary
impairment has occurred. The FSP also retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure
requirements in SFAS No. 115, “Accounting forCertain Investments in Debt and
Equity Securities”, and other related guidance. The FSP is shall be
effective for interim and annual reporting periods ending after December 15,
2008, and shall be applied prospectively. Retrospective application to a prior
interim or annual reporting period is not permitted. The Company does not
believe this pronouncement will impact its financial statements.
 
 NOTE-5
              RESTRICTED
      CASH
 
 AAGH’s
wholly-owned subsidiary, Sino Trade, maintains pledged fixed deposits of
$260,795, with interest bearing from 1.55% to 3.44% per annum as required per
its bank financing agreements. During the three months ended March 31, 2009, the
pledged fixed deposit was released to settle the bank overdraft and letters of
credit.
 
 NOTE-6
              AMOUNTS
      DUE FROM A RELATED PARTY
 
 As of
March 31, 2009, amounts due from a related party represented temporary advances
to an employee, a director of subsidiary of $39,677, which was unsecured,
interest free and repayable on demand.
  F-12
 Page 15 of 29





ASIA
GLOBAL HOLDINGS CORP.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


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


(Unaudited)





NOTE
      - 7
            PREPAYMENTS
      AND OTHER CURRENT ASSETS





Prepayments
and other current assets consisted of the following:





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





NOTE
      - 8
            INDEBTEDNESS





(a)         Bank
loans





The
Company’s subsidiary operating in Hong Kong is committed under certain secured
bank term loans bearing interest at the rates ranging from 4.25% per annum to 7%
per annum, payable in monthly installments, due through February 2011 and
guaranteed by the director of the Company. As of March 31, 2009, total amounts
outstanding under bank loans were $305,563.





(b)         Letters
of credit





The
Company’s subsidiary operating in Hong Kong is committed under certain letters
of credit and other trust receipt loans issued by DBS Bank (Hong Kong) Ltd and
the Hongkong and Shanghai Banking Corporation Limited, independent financial
institutions in Hong Kong. As of March 31, 2009, the letters of credit were
fully settled.





NOTE
      - 9
            OBLIGATION
      UNDER CAPITAL LEASE





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





The
obligation under the capital lease is as follows:





March 31, 2009
                
                
                December 31, 2008(Unaudited)
                
                
                (Audited)Capital
      lease
                
                $
                117,670
                
                
                $
                117,670Less:
      current portion
                
                
                (117,670
                )
                
                
                (117,670
                )$
                -
                
                
                $
                -





Future
payments as of March 31, 2009 on the equipment lease are as
follows:





Period
      ended March 31, 2009
                
                $
                122,538Less:
      interest expense
                
                
                (4,868
                )Present
      value of net minimum obligation
                
                $
                117,670




F-13
 Page 16 of 29


ASIA
GLOBAL HOLDINGS CORP.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


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


(Unaudited)





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





NOTE
      - 10
                STOCKHOLDERS’
      DEFICIT





(a)
            Form
      S-8





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





(b)
            Stock
      based compensation





Respectively,
on January 28, 2009, February 13, 2009 and March 31, 2009, the Company granted
and issued the aggregate 3,180,000 unrestricted shares of its common stock under
the 2009 Plan to a consultant for legal service rendered. The fair value of this
stock issuance was determined using the fair market value of the Company’s
common stock on the grant date, at a stock price ranging from $0.02 to $0.03 per
share. The Company recognized the stock based compensation of $71,100 at its
fair value to the statements of operations for the period ended March 31,
2009.





As of
March 31, 2009, the number of authorized and outstanding shares of the Company’s
common stock was 300,000,000 shares and 136,542,000 shares,
respectively.





NOTE
      -11
              INCOME
      TAXES





For the
period ended March 31, 2009 and 2008, the local (“the United States”) and
foreign components of (loss) income from continuing operations before income
taxes were comprised of the following:





Three months ended March
31,2009
                      
                      
                      2008Tax
      jurisdiction from:-
      Local
                      
                      $
                      (71,269
                      )
                      
                      $
                      (38,213
                      )-
      Foreign
                      
                      
                      9,218
                      
                      
                      
                      646,556(Loss)
      income before income taxes
                      
                      $
                      (62,051
                      )
                      
                      $
                      608,343




F-14
 Page 17 of 29




ASIA
GLOBAL HOLDINGS CORP.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


The
provision for income taxes from continuing operations consisted of the
following:





Three months ended March
31,2009
                      
                      
                      2008Current:-
      Local
                      
                      $
                      -
                      
                      
                      $
                      --
      Foreign
                      
                      
                      -
                      
                      
                      
                      115,019Deferred:-
      Local
                      
                      
                      -
                      
                      
                      
                      --
      Foreign
                      
                      
                      -
                      
                      
                      
                      -Provision
      for income taxes
                      
                      $
                      -
                      
                      
                      $
                      115,019





The
effective tax rate in the periods presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company has subsidiaries and branches that operate in various
countries: United States, Hong Kong, Malaysia and the PRC that are subject to
tax in the jurisdictions in which they operate, as follows:





United
States of America





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





As of
March 31, 2009, the United States operation had $18,069,313 cumulative net
operating losses available for federal tax purposes, which are available to
offset future taxable income. The net operating loss carryforwards begin to
expire in 2029. The Company has provided for a full valuation allowance of
$6,143,566 for future tax benefits from net operating loss carryforwards as the
management believes it is more likely than not that these assets will not be
realized in the future.





Hong
Kong





The
Company’s subsidiaries, Sino Trade, Idea Asia and CMP are subject to Hong Kong
Profits Tax, which is charged at the statutory income rate of 16.5% and 17.5% on
assessable income for the three months period ended March 31, 2009 and 2008,
respectively. The reconciliation of income tax rate to the effective income tax
rate based on income before income taxes for the three months ended March 31,
2009 and 2008 are as follows:





Three months ended March 312009
                
                
                2008Income
      before income taxes
                
                $
                10,659
                
                
                $
                670,019Statutory
      income tax rate
                
                
                16.5
                %
                
                
                17.5
                %Income
      tax impact at Hong Kong Profits Tax rate
                
                
                1,759
                
                
                
                117,253Tax
      effect of non-taxable income and non-deductible expenses
                
                
                (9,125
                )
                
                
                (2,234
                )Net
      operating loss carry back
                
                
                7,366
                
                
                
                -Income
      tax expense
                
                $
                -
                
                
                $
                115,019




F-15
 Page 18 of 29


ASIA
GLOBAL HOLDINGS CORP.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


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


(Unaudited)





Income
taxes recoverable as of March 31, 2009 consist of Hong Kong Profits Tax of
$183,151.





As of
March 31, 2009, Hong Kong operation generated approximately $5,719,359 of net
operating loss carryforwards for Hong Kong tax purpose at no expiration. No
benefit for income taxes has been recognized due to the uncertainty of the
realization of any tax assets.





Malaysia





AAGH’s
consolidated affiliate is registered under the Labuan Offshore Financial
Services Authority, Malaysia and subject to Malaysian Income Tax Law at a
preferential rate of 3% of net income or a fixed sum of $5,876 (equivalent to
Ringgit Malaysian 20,000). For the period ended March 31, 2009, the affiliate
generated no continuing operation before income taxes and no provision for
income tax expense was recorded.





The
PRC





AAGH’s
subsidiary operating in the PRC is subject to the Corporate Income Tax Law of
the PRC (the “New CIT Law”) at a statutory rate of 25% on the subsidiary's
assessable profits, based on existing PRC tax legislation, interpretations and
practices in respect thereof. The subsidiary was exempted from the Corporate
Income Law because it generated an operating loss for the three months ended
March 31, 2009.





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





March 31, 2009
                    
                    
                    December 31, 2008(Unaudited)
                    
                    
                    (Audited)Deferred
      tax assets:Net
      operating loss carryforwards from:-
      United States
                    
                    $
                    6,143,566
                    
                    
                    $
                    6,119,335-
      Hong Kong
                    
                    
                    943,694
                    
                    
                    
                    937,086-
      The PRC
                    
                    
                    260,659
                    
                    
                    
                    260,443Total
      deferred tax assets
                    
                    
                    7,347,919
                    
                    
                    
                    7,316,864Less:
      valuation allowance
                    
                    
                    (7,347,919
                    )
                    
                    
                    (7,316,864
                    )Deferred
      tax assets
                    
                    $
                    -
                    
                    
                    $
                    -





As of
March 31, 2009, the aggregate cumulative tax losses of $25,526,402 are available
to be carried forward indefinitely to offset future taxable income, if
unutilized. The Company has provided for a full valuation allowance against the
deferred tax assets of $7,347,919 on the expected future tax benefits from the
net operating loss carryforwards as the management believes it is more likely
than not that these assets will not be realized in the future. For the three
months ended March 31, 2009, the valuation allowance increased by $31,055,
primarily relating to net operating loss carryforwards.





NOTE-12
              CONCENTRATIONS
      OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





For the
three months ended March 31, 2009 and 2008, there was no customer account for
10% or more of revenues.


F-16
 Page 19 of 29


ASIA
GLOBAL HOLDINGS CORP.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


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


(Unaudited)





(b)         Major
vendors





For the
three months ended March 31, 2009 and 2008, there was no vendor account for 10%
or more of purchases.




(c) Interest
rate risk





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





The
Company’s interest-rate risk arises from short-term and long-term borrowings.
Borrowings issued at variable rates expose the Company to cash flow
interest-rate risk. Borrowings issued at fixed rates expose the Company to fair
value interest-rate risk. Company policy is to maintain approximately all of its
borrowings in fixed rate instruments. As of March 31, 2009, all of borrowings
were at fixed rates.





NOTE
      - 13
              COMMITMENT
      AND CONTINGENCIES





(a)         Litigation





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





(b)         Operating
leases





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





Since,
the Company does not neither owns nor leases any real or personal property, a
director of the Company has provided office services without charge. Such costs
are immaterial to the financial statements and accordingly are not reflected
herein.





(c)         Contractual
obligations





The
Company has incurred various contractual obligations in the normal course of the
financing activities with financial institutions in Hong Kong. As of March 31,
2009, the Company has the future contractual cash obligations with the aggregate
interest charges and principals totaling $442,437 due through the next 24
months.





During
the first quarter of 2009, the Company has failed to meet certain loan repayment
requirement under the debt agreements. In accordance with default provisions in
the agreement, overdue interest will be charged at a rate ranging from 5% to
15.25% per annum on such late payments.





NOTE
      - 14
              SUBSEQUENT
      EVENTS





In April
and May 2009, the Company has agreed to issue the aggregate 5,596,400
unrestricted shares of common stock 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 to employees and consultant under the
2009 Plan. These shares were authorized for issuance under the Registration
Statement on Form S-8 relating to the registration of the AAGH's 2009
Non-Qualified Incentive Stock Compensation Plan as filed with the SEC on January
21, 2009.


F-17
 Page 20 of 29


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





The
following review concerns the three months ended March 31, 2009 and 2008, which
should be read in conjunction with the audited consolidated financial statements
and notes thereto presented in the Form 10-K.





Forward
Looking Statements





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





Overview
and Future Plan of Operations





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





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





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





On April
21, 2009 Idea Asia Limited and Global Media & Entertainment Group (GMEG)
entered into an agreement whereby GMEG agrees to acquire Idea Asia from AAGH
subsidiary Sino Trade Intelligent Development Corp (Sino Trade) in return for
7.5% of GMEG's common stock and other considerations. The deal is pending
exchange of consideration. Either party may terminate the deal any time after
May 15, 2009 if the deal is not closed by that date.





Currently





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


Page 21 of 29


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





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





Results
of Operations for the Three Months Ended March 31, 2009 and 2008





During
the three month periods ended March 31, 2009 and 2008 we experienced net (loss)
income of ($62,051) on revenue of $36,603 and $390,932 on revenue of $1,524,346
respectively.





Revenue





During
the three month period ended March 31, 2009 our revenue was $36,603 compared to
the 2008 figures of $1,524,346. The decrease is primarily attributable to
decreased sales resulting from economic problems of our core customer
base.





Operating
expenses





For the
three month period ended March 31, 2009, operating expenses was $90,376
representing 247% of our total revenue of $36,603 as compared to $341,459, or
22% of our total revenue of $1,524,346 for the three months ended March 31,
2008. The increase in operating expenses as a percentage of revenue is
attributable to decreased sales resulting from economic problems of our core
customer base.





Net
Loss/ Income





For the
three months ended March 31,2009 we experienced a net loss of $62,051 compared
to a net profit of $390,932 for the same period in 2008. The decrease in
profitability is primarily attributed to decreased sales resulting from economic
problems of our core customer base.





Trends,
Events, and Uncertainties





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





Liquidity
and Capital Resources for the Three Months Ended March 31, 2009 and
2008





Cash
flows from operating activities





For the
three months ended March 31, 2009 we experienced positive net cash flows
provided by continuing operations in the amount of $3,041.





Cash
flows from investing activities





Net cash
provided by investing activities from continuing operation for the three months
ended March 31, 2009 was $260,795.


Page 22 of 29


Cash
flows from financing activities





Net cash
used in financing activities from continuing operation for the nine months ended
March 31, 2009 was $260,606.





Liquidity





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





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





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





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





Critical
Accounting Policies





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





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.


Page 23 of 29


Impairment
of long-lived assets





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





Accounting
for stock-based compensation





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





Income
taxes





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





Employees





As of
March 31, 2009, we had approximately 8 full-time employees employed in Greater
China. From time to time we employ independent contractors to support our
production, engineering, marketing, and sales departments





Website
Access to our SEC Reports





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





ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Interest
Rate Risk





We are
exposed to interest rate risk primarily with respect to our short-term bank
loans. Although the interest rates are fixed for the terms of the loans, the
terms are typically twelve months and interest rates are subject to change upon
renewal.  A hypothetical 1.0% increase in the annual interest rates
for all of our credit facilities at $423,000 would decrease net income before
provision for income taxes by approximately $1,400 for the three months ended
March 31, 2009.  Management monitors the banks’ interest rates in
conjunction with our cash requirements to determine the appropriate level of
debt balances relative to other sources of funds. We have not entered into any
hedging transactions in an effort to reduce our exposure to interest rate
risk.





Foreign
Exchange Risk





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


Page 24 of 29


Inflation





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





ITEM
4T.              CONTROLS
AND PROCEDURES.





Evaluation of Disclosure
Controls and Procedures.





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





Changes in Internal Control
over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended March 31, 2009, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





PART
II - OTHER INFORMATION





ITEM
1.                 LEGAL
PROCEEDINGS





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





ITEM
1A.              RISK
FACTORS





Risks
Related to the Company





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





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


Page 25 of 29


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





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





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





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





Work
stoppages could adversely impact our operations.





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





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





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





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





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





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


Page 26 of 29


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





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





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





The
trading price of our ordinary shares has been and may continue to be subject to
considerable daily fluctuations. During the three months ended March 31, 2009,
the closing sale prices of our ordinary shares on the Over-the-Counter Bulletin
Board ranged from $0.01 to $0.03 per share and the closing sale price on May 19,
2009 was $0.0033 per share. Our stock price may fluctuate in response to a
number of events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties
by us or our competitors, changes in financial estimates and recommendations by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable, new governmental restrictions or
regulations and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for China-related and
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the price of
our ordinary shares, regardless of our operating performance.





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





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





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





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





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





None.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.


Page 27 of 29


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





None.





ITEM
5.                 OTHER
INFORMATION





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





ITEM
6.                 EXHIBITS





INDEX
TO EXHIBITS


OF


ASIA
GLOBAL HOLDINGS CORP.





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




Page 28 of 29


SIGNATURES




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




ASIA
      GLOBAL HOLDINGS CORP./s/
      John LeperDated:
      May 20, 2009
                  
                  John
      Leper, Chief Executive Officer
                    (Principal
      executive
officer)





/s/
      John LeperDated:
      May 20, 2009
                  
                  John
      Leper, Chief Financial Officer
                    (Principal
      financial
officer)


Page 29 of 29