**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 September 30,
                2008**





**-OR-**





 ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the transition period
                from                 
                to**




**Commission
      File Number 333-64804**







**ASIA
      GLOBAL HOLDINGS CORP.**


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




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




**Unit
                601B, 6****th****Floor, Tower
                1**
              **833
                Cheung Sha Wan Road**
              **Kowloon,
                Hong Kong**
              (Address
                of principal executive offices)
            
            (Zip
                code)





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





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





Indicate
      by check mark whether the registrant: (1) filed all reports required to be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.


Yes √ 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 √




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


Yes  ̈ No √





The
      number of shares outstanding of each of the Registrant’s classes of common
      stock, as of November 17, 2008 was 133,262,000 shares, all of one class of
      $0.001 par value Common Stock.









**ASIA
      GLOBAL HOLDINGS CORP.**


**FORM
      10-Q**


**Quarter
      Ended September 30, 2008**


**TABLE
      OF CONTENTS**





**Page****PART
                I— FINANCIAL INFORMATION**Item
                1
            Financial
                Statements
            
            F-1Unaudited
                Consolidated Balance Sheets as of September 30, 2008 and December
                31, 2007
            
            F-2Unaudited
                Consolidated Statements of Operations for the Nine Months Ended September
                30, 2008 and 2007
            
            F-3Unaudited
                Consolidated Statements of Cash Flows for the Nine Months Ended September
                30, 2008 and 2007
            
            F-4Unaudited
                Consolidated Statements of Changes in Stockholder Equity Ended September
                30, 2008
            
            F-5Notes
                to Unaudited Condensed Consolidated Financial Statements Ended September
                30, 2008
            
            F-6 –
                F-19Item
                2
            Managements
                Discussion and Analysis of Financial Condition and Results of Operation
            
            4Item
                3
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            14Item
                4T
            Controls
                and Procedures
            
            15**PART
                II—OTHER INFORMATION**Item
                1
            Legal
                Proceedings
            
            15Item
                1A
            Risk
                Factors
            
            15Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            25Item
                3
            Defaults
                Upon Senior Securities
            
            25Item
                4
            Submission
                of Matters to a Vote of Security Holders
            
            25Item
                5
            Other
                Information
            
            25Item
                6
            Exhibits
            
            25**SIGNATURES**
            
            **26**




Page
          2 of
          49




**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
          49




**PART
      1.**  **FINANCIAL
      INFORMATION**





**ITEM
      1.**  **FINANCIAL
      STATEMENTS**




**ASIA
      GLOBAL HOLDINGS CORP.**





**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**


**Page**Condensed
                  Consolidated Balance Sheets as
                of
                  September 30, 2008 and December 31, 2007
              
              F-2Condensed
                  Consolidated Statements of Operations And Comprehensive Income
                (Loss)
                  for the three and nine months ended September 30, 2008 and
                  2007
              
              F-3Condensed
                  Consolidated Statements of Cash Flows
                for
                  the nine months ended September 30, 2008 and 2007
              
              F-4Condensed
                  Consolidated Statement of Stockholders’ Equity
                for
                  the nine months ended September 30, 2008
              
              F-5Notes
                  to Condensed Consolidated Financial Statements
              
              F-6
                  to F-19
  F-1


**ASIA
      GLOBAL HOLDINGS CORP.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**AS
      OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007**


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


**(Unaudited)**





September 30, 2008
            
            December 31, 2007****
            
            (Unaudited)
            
            (Audited)**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            146,497
            
            $
            846,907Restricted
                cash
            
            
            543,409
            
            
            558,104Accounts
                receivable, trade
            
            
            4,852,879
            
            
            2,953,719Amounts
                due from a related party
            
            
            39,675
            
            
            530,706Income
                tax credit
            
            
            254,180
            
            
            -Prepayments
                and other current assets
            
            
            182,266
            
            
            87,115Total
                current assets
            
            
            6,018,906
            
            
            4,976,551Property,
                plant and equipment, net
            
            
            154,226
            
            
            161,034Intangible
                assets, net
            
            
            681,879
            
            
            210,674**TOTAL
                ASSETS**
            
            $
            6,855,011
            
            $
            5,348,259**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Bank
                overdraft, secured
            
            $
            213,411
            
            $
            163,056Secured
                bank loan - current portion
            
            
            181,698
            
            
            784,600Obligation
                under capital lease - current portion
            
            
            130,220
            
            
            146,416Letters
                of credit
            
            
            577,244
            
            
            484,006Accounts
                payable and accrued liabilities
            
            
            747,830
            
            
            838,239Income
                tax payable
            
            
            10,283
            
            
            435,768Amount
                due to a related party
            
            
            -
            
            
            106,208Total
                current liabilities
            
            
            1,860,686
            
            
            2,958,293Long-term
                liabilities:Secured
                bank loan
            
            
            -
            
            
            6,410Obligation
                under capital lease
            
            
            -
            
            
            92,262Deferred
                tax liabilities
            
            
            132,091
            
            
            132,091Total
                long-term liabilities
            
            
            132,091
            
            
            230,763Total
                liabilities
            
            
            1,992,777
            
            
            3,189,056Commitment
                and contingenciesStockholders’
                equity:Series
                A, convertible preferred stock, $0.001 par value; 500,000 shares
                authorized; 400,000 shares and 400,000 shares issued and outstanding
                shares as of September 30, 2008 and December 31, 2007
            
            
            400
            
            
            400Common
                stock, $0.001 par value; 300,000,000 shares authorized; 133,362,000
                and
                129,862,000 shares issued and outstanding as of September 30, 2008
                and
                December 31, 2007
            
            
            133,362
            
            
            129,862To
                be issued: 0 shares and 2,000,000 shares as of September 30, 2008
                and
                December 31, 2007
            
            
            -
            
            
            414,000Additional
                paid-in capital
            
            
            17,941,022
            
            
            17,406,772Accumulated
                other comprehensive (loss) income
            
            
            (8,084
            )
            
            6,258Accumulated
                deficit
            
            
            (13,204,466
            )
            
            (15,798,089
            )Total
                stockholders’ equity
            
            
            4,862,234
            
            
            2,159,203**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            6,855,011
            
            $
            5,348,259




See
      accompanying notes to condensed consolidated financial statements.




F-2




**ASIA
      GLOBAL HOLDINGS CORP.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF**


**OPERATIONS
      AND COMPREHENSIVE INCOME (LOSS)**


**FOR
      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND
      2007**


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


**(Unaudited)**




Three months ended September 30,
            
            Nine months ended September 30,2008
            
            2007
            
            2008
            
            2007**Revenues,
                net**
            
            $
            4,872,180
            
            $
            3,843,631
            
            $
            9,234,465
            
            $
            6,861,823**Cost
                of revenue**
            
            
            2,313,634
            
            
            1,107,095
            
            
            3,974,407
            
            
            2,131,005**Gross
                profit**
            
            
            2,558,546
            
            
            2,736,536
            
            
            5,260,058
            
            
            4,730,818**OPERATING
                EXPENSES:**Sales
                and marketing
            
            
            1,536,202
            
            
            379,838
            
            
            2,063,825
            
            
            737,660Consulting
                and professional fee
            
            
            23,249
            
            
            2,279,962
            
            
            138,028
            
            
            5,243,543Depreciation
                and amortization
            
            
            67,712
            
            
            47,141
            
            
            142,865
            
            
            121,288Stock
                based compensation to executive
            
            
            -
            
            
            56,713
            
            
            123,750
            
            
            260,877General
                and administrative
            
            
            200,055
            
            
            251,834
            
            
            542,810
            
            
            1,130,692Total
                operating expenses
            
            
            1,827,218
            
            
            3,015,488
            
            
            3,011,278
            
            
            7,494,060**INCOME
                (LOSS) FROM OPERATIONS**
            
            
            731,328
            
            
            (278,952
            )
            
            2,248,780
            
            
            (2,763,242
            )**Other
                income (expense):**Other
                income
            
            
            1,055
            
            
            5,249
            
            
            18,166
            
            
            12,607Interest
                expense
            
            
            (18,466
            )
            
            (22,875
            )
            
            (71,921
            )
            
            (51,501
            )(17,411
            )
            
            (17,626
            )
            
            (53,755
            )
            
            (38,894
            )**INCOME
                (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST**
            
            
            713,917
            
            
            (296,578
            )
            
            2,195,025
            
            
            (2,802,136
            )Income
                tax benefit (expenses)
            
            
            111,941
            
            
            (314,257
            )
            
            578,847
            
            
            (472,885
            )**INCOME
                (LOSS) FROM CONTINUING OPERATIONS**
            
            
            825,858
            
            
            (610,835
            )
            
            2,773,872
            
            
            (3,275,021
            )Loss
                from discontinued operations
            
            
            -
            
            
            (347,408
            )
            
            (180,249
            )
            
            (703,346
            )Minority
                interest
            
            
            -
            
            
            (9,206
            )
            
            -
            
            
            281,338**NET
                INCOME (LOSS)**
            
            $
            825,858
            
            $
            (967,449
            )
            $
            2,593,623
            
            $
            (3,697,029
            )Other
                comprehensive (loss) income:-
                Foreign currency translation (loss) gain
            
            
            (1,162
            )
            
            (196
            )
            
            (14,342
            )
            
            2,212**COMPREHENSIVE
                INCOME (LOSS)**
            
            $
            824,696
            
            $
            (967,645
            )
            $
            2,579,281
            
            $
            (3,694,817
            )Basic
                weighted average number of shares
            
            
            133,362,000
            
            
            93,584,222
            
            
            131,521,259
            
            
            82,909,222Diluted
                weighted average number of shares
            
            
            213,362,000
            
            
            93,584,222
            
            
            211,521,259
            
            
            82,909,222Per
                share information:From
                continuing operation– Basic
            
            $
            0.01
            
            $
            (0.01
            )
            $
            0.02
            
            $
            (0.04
            )From
                continuing operation– Diluted
            
            $
            0.00
            
            $
            (0.01
            )
            $
            0.01
            
            $
            (0.04
            )From
                discontinued operation– Basic
            
            $
            0.00
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )From
                discontinued operation– Diluted
            
            $
            0.00
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Net
                income (loss) per share – Basic
            
            $
            0.01
            
            $
            (0.01
            )
            $
            0.02
            
            $
            (0.04
            )Net
                income (loss) per share – Diluted
            
            $
            0.00
            
            $
            (0.01
            )
            $
            0.01
            
            $
            (0.04
            )




See
      accompanying notes to condensed consolidated financial statements.




F-3




**ASIA
      GLOBAL HOLDINGS CORP.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**


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


**(Unaudited)**


Nine months ended September 30,2008
              
              2007**Cash
                  flows from operating activities:**Income
                  (loss) from continuing operations
              
              $
              2,773,872
              
              $
              (3,275,021
              )Adjustments
                  to reconcile income (loss) from continuing operations to net cash
                  (used
                  in) provided by operating activities:Stock-based
                  compensation to executives, non-cash
              
              
              123,750
              
              
              260,877Common
                  stock issued for services, non-cash
              
              
              -
              
              
              4,982,325Depreciation
                  and amortization
              
              
              142,865
              
              
              121,288Change
                  in operating assets and liabilities:Accounts
                  receivable, trade
              
              
              (1,899,160
              )
              
              (1,173,596
              )Inventories
              
              
              -
              
              
              (910
              )Prepayments
                  and other current assets
              
              
              (135,604
              )
              
              (79
              )Accounts
                  payables and accrued liabilities
              
              
              (42,631
              )
              
              917,278Income
                  tax credit
              
              
              (254,180
              )
              
              -Income
                  tax payable
              
              
              (425,485
              )
              
              451,591Amount
                  due to a related party
              
              
              (106,208
              )
              
              74,291Net
                  cash (used in) provided by operating activities
              
              
              177,219
              
              
              2,358,044Net
                  cash used in discontinued operations
              
              
              (182,417
              )
              
              (1,560,622
              )**Cash
                  flows from investing activities:**Increase
                  in restricted cash
              
              
              14,695
              
              
              (266,497
              )Expenditure
                  on intangible assets
              
              
              (585,077
              )
              
              -Purchase
                  of property, plant and equipment
              
              
              (26,433
              )
              
              (887,251
              )Net
                  cash used in investing activities
              
              
              (596,815
              )
              
              (1,153,748
              )Net
                  cash used in discontinued operations
              
              
              -
              
              
              (107,940
              )**Cash
                  flows from financing activities:**Repayment
                  of (advance from) amount due from related parties
              
              
              492,655
              
              
              (118,142
              )Net
                  increase (decrease) in bank overdraft
              
              
              50,355
              
              
              91,967Advances
                  (repayment) under letters of credit
              
              
              93,238
              
              
              443,654Drawdown
                  of bank loan
              
              
              115,385
              
              
              134,704Repayment
                  of bank loan
              
              
              (724,697
              )
              
              (437,930
              )Issue
                  of promissory note
              
              
              -
              
              
              370,000Repayment
                  of capital lease
              
              
              (108,458
              )
              
              -Net
                  cash provided by (used in) financing activities
              
              
              (81,522
              )
              
              484,253Net
                  cash used in discontinued operations
              
              
              (1,624
              )
              
              17,237Effect
                  of exchange rate change on cash and cash equivalents
              
              
              (15,251
              )
              
              2,212**NET
                  CHANGE IN CASH AND CASH EQUIVALENTS**
              
              
              (700,410
              )
              
              39,436**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              
              846,907
              
              
              22,514**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              
              $
              146,497
              
              $
              61,950**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid for income taxes
              
              $
              100,818
              
              $
              21,294Cash
                  paid for interest expenses
              
              $
              71,921
              
              $
              51,540**SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH TRANSACTIONS:**Amounts
                  due from minority shareholders in relation to unsettled investment
                  cost of
                  a subsidiary
              
              $
              -
              
              $
              820,000




See
      accompanying notes to condensed consolidated financial statements.




F-4




**ASIA
      GLOBAL HOLDING CORP.**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008**


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


**(Unaudited)**


Series A, Convertible
                Preferred Stock
              
              Common stock
              
              Common stock to be issued
              
              Additional
                paid-in capital
              
              Accumulated
                other
                comprehensive
                (loss) income
              
              Accumulated
                deficit
              
              Total
                stockholders’
                equityNo. of shares
              
              Amount
              
              No. of shares
              
              Amount
              
              No. of shares
              
              AmountBalance
                  as of January 1, 2008
              
              
              400,000
              
              $
              400
              
              
              129,862,000
              
              $
              129,862
              
              
              2,000,000
              
              $
              414,000
              
              $
              17,406,772
              
              $
              6,258
              
              $
              (15,798,089
              )
              $
              2,159,203Bonus
                  shares issued to an executive, non-cash
              
              
              -
              
              
              -
              
              
              2,000,000
              
              
              2,000
              
              
              (2,000,000
              )
              
              (414,000
              )
              
              412,000
              
              
              -
              
              
              -
              
              
              -Stock
                  based compensation to executives, non-cash
              
              
              -
              
              
              -
              
              
              1,500,000
              
              
              1,500
              
              
              -
              
              
              -
              
              
              122,250
              
              
              -
              
              
              -
              
              
              123,750Net
                  income for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,593,623
              
              
              2,593,623Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (14,342
              )
              
              -
              
              
              (14,342
              )Balance
                  as of September 30, 2008
              
              
              400,000
              
              $
              400
              
              
              133,362,000
              
              $
              133,362
              
              
              -
              
              $
              -
              
              $
              17,941,022
              
              $
              (8,084
              )
              $
              (13,204,466
              )
              $
              4,862,234


See
      accompanying notes to condensed consolidated financial statements.




F-5




**ASIA
      GLOBAL HOLDINGS CORP.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2008**


**(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, 2007
      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 September 30, 2008 are not
      necessarily indicative of the results to be expected for the entire fiscal
      year
      ending December 31, 2008 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, 2007.




**NOTE
      - 2 O** **RGANIZATION
      AND BUSINESS BACKGROUND**





Asia
      Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of
      Nevada on February 1, 2002 as Longbow Mining Inc. On May 12, 2004, Longbow
      Mining Inc. changed its name to BonusAmerica Worldwide Corporation. On June
      6,
      2006, the Company changed its name to Asia Global Holdings Corp. AAGH is focused
      on building businesses in the People’s Republic of China (“PRC”) and other
      emerging regions and markets in Asia and worldwide. The Company has subsidiaries
      participating in media and advertising, marketing services and internet
      commerce. During 2007, AAGH entered the television entertainment market, where
      we plan to sell advertising slots that air during the broadcast of “ *Who
      Wants To Be A Millionaire?* ”
TV
      show
      in the PRC. The head-quarters of AAGH are located in Hong Kong and the Company
      also has offices in the United States of America (“United States”) and the
      PRC.





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





In
      June
      2008, the Company established a new branch office in Labuan, Malaysia for the
      business expansion in Asia Pacific region.




F-6




Details
      of the Company’s subsidiaries and affiliate are described below:





Name
            
            Place of incorporation
              and kind of
              legal entity
            
            Principal activities
              and place of operation
            
            Particulars of issued/
              registered share
              capital
            
            Effective
              interest
              heldSino
                Trade-Intelligent Development Corp., Limited
              (“Sino
                Trade”)
            
            Hong
                Kong, a limited liability company
            
            Publishing
                & information service and advertisement in Hong Kong
            
            5,000,000
                issued shares of HK$1 each
            
            100
            %Idea
                Asia Limited
              (“Idea
                Asia”)
            
            Hong
                Kong, a limited liability company
            
            Investment
                holding in Hong Kong
            
            10,000
                issued shares of HK$1 each
            
            100
            %China
                Media Power Limited (“CMP”)
            
            Hong
                Kong, a limited liability company
            
            TV
                entertainment in the PRC
            
            16,000,000
                issued share of HK$1 each
            
            60
            %Wah
                Mau Corporate Planning Development Co., Ltd (“Wah Mau”)
            
            The
                PRC, a limited liability company
            
            Development
                of corporate images and business promotion in the PRC
            
            RMB1,000,000
            
            100
            %DYKN
                Corporation
            
            Malaysia,
                a limited liability company
            
            Publishing
                & information service and advertisement in Malaysia
            
            10,000
                issued shares of US$1 each
            
            100
            %





Asia
      Global Holdings Corp. and its subsidiaries and affiliate are hereinafter
      referred to as (the “Company”).




**NOTE
      -** **3**  **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 period
      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.


F-7





l
            Cash
                and cash equivalents





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





l
            Accounts
                receivable





Accounts
      receivable, 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 September 30, 2008,
      the Company has determined that no allowance for doubtful accounts is
      required.





l
            Property,
                plant and equipment, net





Property,
      plant and equipment are stated at historical cost less accumulated depreciation
      and accumulated impairment losses, if any. Depreciation is calculated on the
      straight-line basis over the following expected useful lives from the date
      on
      which they become fully operational, generally ranging from 3 to 7 years.
      Expenditure for maintenance and repairs is expensed as incurred.





Depreciation
      expense for the three months ended September 30, 2008 and 2007 were $11,984
      and
      $20,688 respectively. Depreciation expense for the nine months ended September
      30, 2008 and 2007 were $34,151 and $41,867, respectively.





l
            Intangible
                assets





Intangible
      assets consist of costs paid to acquire personal customer information for use
      in
      its advertising and database rental activities. For the period ended September
      30, 2008, the Company has acquired the new customer database for operating
      use.
      As of September 30, 2008, the gross carrying value was $1,736,755, accumulated
      amortization was $1,054,876 and the net carrying value was $681,879. The Company
      amortizes the cost of these assets over a period of three to five
      years.





Amortization
      expense totaled $55,728 and $26,473 for the three months ended September 30,
      2008 and 2007. Amortization expense totaled $108,714 and $79,421 for the nine
      months ended September 30, 2008 and 2007.





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 September 30, 2008.





l
            Revenue
                recognition





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


F-8





(a)  Database
      rental





Revenues
      from database rentals are recorded at the time the services are provided. The
      Company entered into sale-through agreements with 9 (2007: 6) distributors
      located in Hong Kong and China which in turn will be responsible to recruit
      new
      members and take orders from the existing members of TradeDragon.com. The
      members can enjoy the following services from the Company (a) advertising
      placement on the business directories and trade publications that are produced
      by Sino Trade, (b) internet direct marketing services by the means of
      traditional mail and emails distribution, (c) membership to TradeDragon.com
      webpage in which the members exhibit their products and services and search
      for
      their buyers or suppliers through search engine marketing tool and international
      trade portal.





According
      to the sale-through agreement, each of the distributors is committed to a fixed
      fee of $256,000 per quarter, and the distributor will sign separate contracts
      with the members. Hence, the Company takes orders directly from the distributors
      and will services are considered rendered to the distributors but not the
      members.





(b)  TV
      Broadcasting





Revenues
      from TV broadcasting service are recognized in the period when television
      episodes are aired by the TV station and collection is probable.





l
            Income
                taxes





The
      Company accounts for income 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.





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 September 30, 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.


F-9





l
            Net
                income (loss) per share





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





l
            Comprehensive
                income (loss)





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





l
            Foreign
                currencies translation





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





The
      reporting currency of the Company is 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.





l
            Stock-based
                compensation





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





l
            Related
                parties





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





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.


F-10





In
      the
      first quarter of 2008, the Company discontinued its operation in TV
      entertainment business. Hence, the Company operates one reportable segment
      in
      media and advertising business for the three and nine months ended September
      30,
      2008.





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,
      restricted cash, accounts receivable, prepayments and other current assets,
      bank
      overdraft, secured bank loan, obligation under capital lease, letters of credit,
      accounts payable and accrued liabilities, income tax payable and amounts due
      from related parties.





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





l
            Recently
                issued accounting standards





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





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





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





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


F-11





In
      May
      2008, the FASB issued SFAS No. 162, *“The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      No. 162”). This statement identifies the sources of accounting principles and
      the framework for selecting the principles to be used in the preparation of
      financial statements in conformity with generally accepted accounting principles
      (GAAP) in the United States. This statement is effective 60 days following
      the
      SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
      Section 411, *“The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles”* .
      The
      Company does not expect the adoption of SFAS No. 162 to have a material effect
      on the financial condition or results of operations of the Company.





In
      May
      2008, the FASB issued SFAS No. 163, " *Accounting
      for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
      No. 60* "
      ("SFAS
      No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
      pronouncements to clarify their application to the financial guarantee insurance
      contracts included within the scope of that Statement. SFAS No. 163 is effective
      for financial statements issued for fiscal years beginning after December 15,
      2008, and all interim periods within those fiscal years. As such, the Company
      is
      required to adopt these provisions at the beginning of the fiscal year ended
      December 31, 2009. The Company is currently evaluating the impact of SFAS No.
      163 on its financial statements but does not expect it to have an effect on
      the
      Company's financial position, results of operations or cash flows.





Also
      in
      May 2008, the FASB issued FSP APB 14-1, " *Accounting
      for Convertible Debt Instruments that may be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)"* ("FSP
      APB 14-1"). FSP APB 14-1 applies to convertible  debtsecurities that, upon conversion, may be settled by the issuer fully or
      partially in cash. FSP APB 14-1 specifies that issuers of such instruments
      should separately account for the liability and equity components in a manner
      that will reflect the entity's nonconvertible debt borrowing rate when interest
      cost is recognized in subsequent periods. FSP APB 14-1 is effective for
      financial statements issued for fiscal years after December 15, 2008, and must
      be applied on a retrospective basis. Early adoption is not permitted. The
      Company does not expect it to have an effect on the Company's financial
      position, results of operations or cash flows.





In
      June
      2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, *"Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities"* ("FSP
      EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
      instruments granted in share-based payment transactions are participating
      securities prior to vesting, and therefore need to be included in the earnings
      allocation in computing earnings per share under the two-class method as
      described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
      03-6-1, unvested share-based payment awards that contain nonforfeitable rights
      to dividends or dividend equivalents (whether paid or unpaid) are participating
      securities and shall be included in the computation of earnings-per-share
      pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
      statements issued for fiscal years beginning after December 15, 2008 and all
      prior-period earnings per share data presented shall be adjusted
      retrospectively. Early application is not permitted. The Company does not expect
      it to have an effect on the Company's financial position, results of operations
      or cash flows.





Also
      in
      June 2008, the FASB ratified EITF No. 07-5, " *Determining
      Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own
      Stock* "
      ("EITF
      07-5"). EITF 07-5 provides that an entity
      should use a two-step approach to evaluate whether an equity-linked financial
      instrument (or embedded feature) is indexed to its own stock,
      including evaluating the instrument's contingent exercise and settlement
      provisions. EITF 07-5 is effective for financial statements issued for fiscal
      years beginning after December 15, 2008. Early application is not permitted.
      The
      Company is assessing the potential impact of this EITF 07-5 on the financial
      condition and results of operations and does not expect it to have an effect
      on
      the Company's financial position, results of operations or cash
      flows.




**NOTE
      -** **4**  **DISCONTINUED
      OPERATIONS**





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





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


F-12





Loss
      from
      discontinued operations was reported as $180,249 and $703,346 for the nine
      months ended September 30, 2008 and 2007, respectively. Prior period financial
      statements for the period ended September 30, 2007 have been restated to present
      the operation in “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      as a discontinued operation.





In
      conjunction with the discontinuance of operations, the Company recognized a
      loss
      $180,249 for the nine months ended September 30, 2008 to write down the carrying
      amounts of the related assets. The assets and liabilities of the discontinued
      operations as of September 30, 2008 consisted of the following:





September 30, 2008
            
            December 31, 2007(Audited)**Assets
                of discontinued operation:**Cash
                and cash equivalents
            
            $
            287
            
            $
            4,378Accounts
                receivable
            
            
            78,137
            
            
            78,137Prepayments
                and other current assets
            
            
            6,401
            
            
            46,863Amount
                due from a related party
            
            
            39,677
            
            
            38,053Intangible
                assets, net
            
            
            5,157
            
            
            5,157**Total
                assets**
            
            $
            129,659
            
            $
            172,588**Liabilities
                of discontinued operation:**Accounts
                payable and accrued liabilities
            
            
            123,896
            
            
            171,675Amount
                due to a related party
            
            
            885,153
            
            
            705,203**Total
                liabilities**
            
            $
            1,009,049
            
            $
            876,878





**NOTE
      -** **5**  **VARIABLE
      INTEREST ENTITY**





Effective
      June 2008, the Company established a branch office (the “Branch”) in Labuan,
      Malaysia for the purpose of managing and liaison of the sales arrangements
      with
      new customers in Asia Pacific to meet with the business expansion plan. A branch
      office is registered as an offshore company under the Labuan Offshore Financial
      Services Authority in Malaysia and is owned by Mr. Michael Mak, Chief Executive
      Officer on behalf of the Company. Pursuant to FIN 46R, the Branch is considered
      as a variable interest entity, of which the Company is the primary beneficiary.
      Accordingly, the result of the Branch is included in the accompanying financial
      statements.




**NOTE
      -** **6**  **AMOUNTS
      DUE FROM A RELATED PARTY**





As
      of
      September 30, 2008, amounts due from a related party represented temporary
      advances to an employee, a director of subsidiary of $39,675, which was
      unsecured, interest free and repayable on demand.




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





Prepayments
      and other current assets consisted of the following:





September 30, 2008
            
            December 31, 2007(Audited)Utility
                deposits
            
            $
            26,856
            
            $
            47,333Prepaid
                expenses
            
            
            123,200
            
            
            21,197Deposit
                for investment
            
            
            16,983
            
            
            16,983Other
                prepayments and receivables
            
            
            15,227
            
            
            1,602$
            182,266
            
            $
            87,115




F-13





The
      prepaid expenses relate to advertising and promotional costs, which are expected
      to be expensed in the next twelve months.





**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 4.5% per annum to
      11.24% per annum, payable in monthly installments, due fully and no later than
      February 2009. As of September 30, 2008, total amounts outstanding under bank
      loans were $181,698.





(b)  Letters
      of credit





The
      Company’s subsidiary operating in Hong Kong is committed under certain letters
      of credit and other trust receipt loans issued by DBS Bank (Hong Kong) Ltd
      and
      the Hongkong and Shanghai Banking Corporation Limited, independent financial
      institutions in Hong Kong, totaling $577,244 expiring through December 10,
      2008.




**NOTE
      -** **9**  **OBLIGATION
      UNDER CAPITAL LEASE**





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





The
      obligation under the capital lease is as follows:





September 30, 2008
            
            December 31, 2007(Audited)Capital
                lease
            
            $
            130,220
            
            $
            238,678Less:
                current portion
            
            
            (130,220
            )
            
            (146,416
            )$
            -
            
            $
            92,262





Future
      payments as of September 30, 2008 on the equipment lease are as
      follows:





Years
                ending September 30:2009
            
            $
            136,154Less:
                interest expense
            
            
            (5,934
            )Present
                value of net minimum obligation
            
            $
            130,220





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


F-14





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





For
      the
      period ended September 30, 2008 and 2007, the local (“the United States”) and
      foreign components of income from continuing operations before income taxes
      and
      minority interest were comprised of the following:





Nine months ended September 30,2008
            
            2007Local
            
            $
            (223,584
            )
            $
            (5,405,263
            )Foreign
            
            
            2,418,609
            
            
            2,603,127Income
                (loss) before income taxes and minority interest
            
            $
            2,195,025
            
            $
            (2,802,136
            )





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





Nine months ended September 30,2008
            
            2007Current:Local
            
            $
            -
            
            $
            -Foreign
            
            
            (578,847
            )
            
            472,885Deferred:Local
            
            
            -
            
            
            -Foreign
            
            
            -
            
            
            -(Benefit
                from) provision for income taxes
            
            $
            (578,847
            )
            $
            472,885





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:





*The
      United States*





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





As
      of
      September 30, 2008, the United States operation had $18,006,642 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
      $6,122,258 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*





As
      of
      September 30, 2008 and December 31, 2007, the Hong Kong profits tax rate was
      16.5% and 17.5%, respectively. For the nine months ended September 30, 2008,
      no
      provision for Hong Kong profits tax has been made as the Company’s subsidiaries
      operating in Hong Kong incurred an operating loss of $822,323. For the nine
      months ended September 30, 2007, the Company provided $472,885 for the Hong
      Kong
      profits tax based on its operating income.





During
      the period ended September 30, 2008, the Company filed the 2007 tax return
      and
      was cleared in July 2008. Accordingly, the Company recognized $512,225 of income
      tax benefits from the over-provision in prior years.


F-15





*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 September 30, 2008, the
      affiliate generated $3,039,054 from continuing operation before income taxes
      and
      provided for $4,407 of income tax expense.





*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 nine months ended
      September 30, 2008.





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 September 30, 2008 were as follows:





Deferred
                tax assets:Net
                operating loss carryforwards from:U.S.
            
            $
            6,122,258Hong
                Kong
            
            
            105,230The
                PRC
            
            
            265,6576,493,145Deferred
                tax liabilities:Depreciation
            
            
            (132,091
            )Less:
                valuation allowance
            
            
            (6,493,145
            )Net
                deferred tax liabilities
            
            $
            (132,091
            )





As
      of
      September 30, 2008, the aggregate cumulative tax losses of $20,327,556 are
      available to be carried forward indefinitely to offset future taxable income,
      if
      unutilized. The deferred tax assets consists mainly of tax losses from differing
      tax regimes and for which a full valuation allowance has been provided, as
      the
      management believes it is more likely than not that these assets will not be
      realized in the future.





The
      Company adopted the provisions of FIN 48 on January 1, 2007. This interpretation
      prescribes a recognition threshold and measurement attribute for the tax
      positions taken, or expected to be taken, on a tax return. The Company files
      tax
      returns in the various tax jurisdictions in which its subsidiaries or branch
      operates, principally the United States, Hong Kong and Malaysia, as
      follows:





l
            United
                States, its tax years 2005 to 2007 returns remain open by examination
                by
                IRS


l
            Hong
                Kong, 2007 tax returns have been filed and cleared in the second
                quarter
                of 2008. The Company recognized $512,225 of income tax benefits from
                the
                over-provision in prior years.


l
            Malaysia,
                2007 returns have been filed and are in the normal
                process.




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





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




F-16




The
      following is a reconciliation of the number of shares used in the calculation
      of
      basic and diluted net income (loss) per share for the three and nine months
      ended September 30, 2008 and 2007:





Three months ended September 30,
            
            Nine months ended September 30,2008
            
            2007
            
            2008
            
            2007Basis
                and diluted income (loss) per share calculationNumerator:Net
                income (loss) in computing basic and diluted net income per
                share
            
            $
            825,858
            
            $
            (967,449
            )
            $
            2,593,623
            
            $
            (3,697,029
            )Denominator:Weighted
                average ordinary shares outstanding – Basic
            
            
            133,362,000
            
            
            93,584,222
            
            
            131,521,259
            
            
            82,909,222Dilutive
                effect of convertible preferred stock
            
            
            80,000,000
            
            
            -
            
            
            80,000,000
            
            
            -Weighted
                average ordinary shares outstanding – Diluted
            
            
            213,362,000
            
            
            93,584,222
            
            
            211,521,259
            
            
            82,909,222Basic
                income (loss) per share
            
            $
            0.01
            
            $
            (0.01
            )
            $
            0.02
            
            $
            (0.04
            )Diluted
                income (loss) per share
            
            $
            0.00
            
            $
            (0.01
            )
            $
            0.01
            
            $
            (0.04
            )




**NOTE** **-** **12**  **CAPITAL
      TRANSACTION**





On
      May
      22, 2008, the Company issued 2,000,000 shares of its common stock to Mr. Michael
      Mak, Chief Executive Director to compensate as signing bonus under the
      employment agreement dated August 18, 2006. The fair value of the common stock
      signing bonus totaled $414,000 and was recognized ratably over the one-year
      service period through August 17, 2007, under the employment agreement. The
      fair
      value was based on the quoted market value at $0.207 per share of the Company’s
      common stock as of the date of the employment agreement. For the period ended
      September 30, 2007, the Company recognized $260,877 of stock based compensation
      expense to the statement of operation.





At
      the
      same day of May 22, 2008, the Company approved and issued 1,000,000 shares
      and
      500,000 shares of its common stock to Mr. John Leper, a director of the Company
      and Mr. Ng Hing, a director of the subsidiary as remuneration compensation
      for
      their services. The fair value of these stock issuances was determined using
      the
      fair value of the Company’s common stock on the grant date, at a market quoted
      price of $0.0825 per share. The Company recognized $123,750 to the statements
      of
      operations for the nine months ended September 30, 2008.





As
      of
      September 30, 2008, the number of authorized and outstanding shares of the
      Company’s common stock was 300,000,000 shares and 133,362,000 shares,
      respectively.





**NOTE** **-** **13**  **CONCENTRATIONS
      OF RISK**





The
      Company is exposed to the followings concentrations of risk:





(a)  Major
      customers





As
      of
      September 30, 2008, the Company had six customers that each accounted for more
      than 10% of trade receivables and the Company had seven customers each accounted
      for more than 10% of revenues for the period ended September 30, 2008. If the
      Company was unable to obtain other customers, the Company's business, operating
      results and financial condition would be materially adversely
      affected.


F-17





(b)  Major
      vendors





As
      of
      September 30, 2008, the Company had two vendors that each accounted for more
      than 10% of trade payables. If these vendors were unavailable to provide
      services in a timely manner and the Company was unable to find alternative
      vendors, the Company's business, operating results and financial condition
      could
      be materially adversely affected.





(c)  Credit
      risk





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





(d)  Interest
      rate risk





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





The
      Company’s interest-rate risk arises from short-term and long-term borrowings.
      Borrowings issued at variable rates expose the Company to cash flow
      interest-rate risk. Borrowings issued at fixed rates expose the Company to
      fair
      value interest-rate risk. Company policy is to maintain approximately all of
      its
      borrowings in fixed rate instruments. As of September 30, 2008, all of
      borrowings were at fixed rates.





(e)  Exchange
      rate risk





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




**NOTE** **-** **14**  **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 was committed under various non-cancelable
      operating leases with a term of 2 years with fixed monthly rentals, due June
      15,
      2010. Total rent expenses for the nine months ended September 30, 2008 and
      2007
      was $68,217 and $52,452.





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





Year
                ending September 30:2009
            
            $
            87,4102010
            
            
            52,961Total
            
            $
            140,371




F-18




**NOTE** **-** **15**  **COMPARATIVE
      FIGURES**





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


F-19





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





The
      following review concerns the three and nine months ended September 30, 2008
      and
      2007, which should be read in conjunction with the audited consolidated
      financial statements and notes thereto presented in the Form 10-K.





**Forward
      Looking Statements**





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





**Overview
      and Future Plan of Operations**





In
      the
      first nine months of 2008 our year-on-year revenues grew 35% to $9,234,465
      with
      net income of $2,593,623. During the period we saw continued success in our
      Media and Advertising business as a result of our proven-successful partnership
      programs with established advertising agencies in China through which we sell
      our media products. During the first half of the year we completely revamped
      our
      TV Entertainment business strategy and greatly expanded our TV show catalogue
      to
      include over 200 program formats for which we have the exclusive distribution
      rights in China. Having expanded our programming catalog by mid year we were
      able to open up a number of new negotiations with multinational brand
      advertisers and PRC TV broadcasters. We expect to begin seeing our first round
      of new sponsorship deals resulting from our new strategy and expanded
      programming catalog. All business related to TV Entertainment is now conducted
      through our Idea Asia subsidiary. We discontinued all operations of our China
      Media Power (CMP) subsidiary in the previous quarter.





During
      this quarter we opened a new office in Shanghai to meet sales and distribution
      demand for our TV entertainment distribution businesses in China and to serve
      as
      a new sales hub for our Media and Advertising business. Idea Asia and Sino
      Trade
      will staff the new offices.





Also
      during this quarter we made the decision to postpone the development and launch
      of our planned online consumer coupon portal for consumers in China in order
      to
      keep our resources and efforts focused on our operating businesses. Particularly
      with our TV Entertainment business being so close to showing results we plan
      to
      keep our resources focused.





In
      June
      2008 we moved our headquarter offices in Hong Kong to Unit 601B, 6th Floor,
      Tower 1, Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road, Kowloon, Hong Kong.
      The
      new location provides us with more office space to accommodate additional
      personnel we anticipate will be required as a result of the growing demands
      on
      our business in both our Media & Advertising and TV Entertainment
      segments.





On
      March
      1, 2008 Hing Ng was replaced as a director of our Sino Trade subsidiary by
      Hin
      Lee Kwong who became a director on that same date.





In
      June
      2008, the Company established a new branch office in Labuan, Malaysia for the
      business expansion in Asia Pacific region.





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.





Michael
      Mak will continue as a Director of Sino Trade-Intelligent Development Corp
      Ltd.
      (“Sino Trade”), a wholly-owned subsidiary of AAGH. Hin Lee Kwong will also
      continue to serve as a Director of Sino Trade and retain his responsibility
      for
      its overall strategy and administration.




Page
          4 of
          49




AAGH
      and
      Mr. Mak mutually agreed to cancel 150,000 shares of the Company’s preferred
      stock currently held by Mr. Mak even though he will continue as a Director
      of
      Sino Trade.





**Updated
      Idea Asia TV Show Format Catalog**


Below
      is
      a list of TV show formats and their Licensors included in the Idea Asia
      portfolio. The show title is listed first followed by the format licensor — ***Show
      title/Licensor***





***Singing
      Bee/Zeal Entertainment***


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





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


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





***Silent
      Library/2waytraffic***


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





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


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





***Small
      Talk/FremantleMedia***


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




Page
          5 of
          49


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





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


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





***Battle
      of the Choirs/Absolutely Independent***


In
      July
      2008 Idea Asia entered into an agreement with Netherlands based Absolutely
      Independent for the exclusive right of presenting the TV show ‘Battle of the
      Choirs’ in China. Sit back. Turn up the volume on your TV. Be engulfed by the
      massive wave of singing: more than 30 voices, all battling for the title of
      the
      nation's Best Choir. Let yourself be swept away by the wall of choirs, each
      with
      its own story, in this enchanting TV show which will guarantee goose bumps
      from
      the vocal power!





***Challenge
      Me/Absolutely Independent***


In
      July
      2008 Idea Asia entered into an agreement with Netherlands based Absolutely
      Independent for the exclusive right of presenting the TV show ‘Challenge Me’ in
      China. Challenges, record setting, and bets are timeless and always exciting
      to
      watch. In the show ‘Challenge me’ people participate in challenges which they
      believe to be unique. We all sometimes think: “I can do that, and maybe even
      better.” That’s exactly what this show is about. Challenges and bets are won,
      records are broken. Do you think that you can make a unique effort no one else
      can make? If so, sign up and seize a place in the show! Watch the performances,
      follow the people while they are preparing their act. Hear the expectations.
      Share the challengers’ excitement or disappointment.





***Crisis/Absolutely
      Independent***


In
      July
      2008 Idea Asia entered into an agreement with Netherlands based Absolutely
      Independent for the exclusive right of presenting the TV show ‘Crisis’ in China.
      Crisis shows viewers how people in authority respond in times of crisis by
      placing them in a fake reality crisis situation that evolves during the course
      of the program. How do the contestants respond to a hostage situation
      threatening to go out of hand, or an announced suicide attack in a public place?
      Catastrophes like September 11, the crisis in the Middle East and various
      natural disasters have made it very clear that the people in power who need
      to
      respond to these situations are put under incredible pressure.





***The
      Singing Office/Absolutely Independent***


In
      July
      2008 Idea Asia entered into an agreement with Netherlands based Absolutely
      Independent for the exclusive right of presenting the TV show ‘The Singing
      Office’ in China. Every office has hidden talents! Two hosts visit two
      companies. They surprise the employees, from the office assistant to the mail
      room and the director, on a search for singing talent. Ten talents per company
      are selected; two will be put in the spotlight. One company will compete against
      the other singing, dancing and performing in many ways. Colleagues become fans,
      hierarchy fades and team spirit grows while nerves get jumpy during the
      repetitions and rehearsals building to the final grand finale show! Will they
      hit the high note? Will they remember that dance step? Will the strong voice
      be
      strong or hoarse on show night?




***Beat
      The Host!/SevenOne International***




In
      September 2008 Idea Asia entered into an agreement with Germany based SevenOne
      International for the exclusive right of presenting the TV show ‘Beat The Host’
in China. The innovative show employs a stimulating competitive element - the
      audience vs. the host. During the show, a selected contestant will duel the
      host
      (who is often a well-known star) in various areas including skills, sports,
      knowledge, daring and in some cases sheer luck. If the host wins, the prize
      money goes into the jackpot. If the contestant wins, he/she will take the cash
      home.


Page
          6 of
          49




***Complete
      Catalog/ Sparks Network***


In
      October 2008 Idea Asia entered into an agreement with Sparks Network, a global
      distribution, development and network company which holds one of the world's
      strongest catalogues of TV formats. The Sparks Network members represent some
      of
      the most skilled developers and producers in the world of television. Sparks
      Network offers the broadcasters of the world a strong catalogue of proven
      formats from producers with operations in some 50 countries. Through the Sparks
      Network member in each territory, the world's broadcasters get a respected
      production partner with a working relationship with the creator of the format.
      Idea Asia is the exclusive Sparks Network member for China and Hong
      Kong.





**Going
      Forward**





Going
      forward the Company plans to continue our proven-successful agency partnership
      programs with established advertising agencies in China to grow the Media and
      Advertising segment of our business. Also we plan to develop a new stream of
      revenue from our TV entertainment business as the new distribution strategy
      began in February of this year gains traction. We also plan to continue to
      seek
      new opportunities in China TV entertainment. We expect to continue this course
      of business through the remainder of 2008 and into 2009.





*Media
      & Advertising going forward.* In this
      segment we had very solid financial performance in the first nine months of
      2008. Our strategy of selling through agents has been consistently working
      very
      well. Given this we plan to continue to seek new agents through whom we can
      continue this growth process. Additionally we plan to add more product offerings
      for the agent network to sell. We expect reasonable growth in this
      segment.





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





This
      quarter we decided to postpone our plans to launch an online China-based
      consumer coupon service. This allows us to keep our resources focused on our
      existing businesses. We will revisit this decision in the future, most likely
      after our TV entertainment business is generating revenue. When we decide to
      move forward on this business we plan to build upon our past experience in
      the
      online coupon business (in the US) with a number of enhancements to address
      the
      unique and explosive consumer market in China. We believe an online business
      segment can compliment the AAGH family of media, advertising and entertainment
      businesses allowing for more channels of opportunity for our advertising clients
      in the PRC.





*TV
      Entertainment going forward.* We plan
      to proceed in a revenue conscious manner to further development our TV
      entertainment business. With an industry veteran now directing this segment,
      management believes the Company is on a good course to capitalize on the
      emerging TV entertainment business in China. While the Company plans to continue
      to identify and acquire successful TV programs/formats from content providers,
      we have now built a large enough catalog to met the needs of just about any
      advertiser or broadcaster in the China market. Beginning this quarter we moved
      our focus from catalog building to advertising sponsorship sales and
      distribution.





Having
      established ourselves as a provider of top quality international program
      formats, we have now opened negotiations with a number of multinational brand
      advertisers and TV broadcasters in China. We are still very early into our
      new
      strategy, having only begun in February, yet we are already seeing very
      encouraging response that we believe will eventually generate the revenue and
      profits we expect from the PRC market where the demand for quality programming
      is far out running the supply. Our catalog of TV formats is growing rapidly
      because the major international format owners know the China market is very
      difficult to enter and even more difficult to maintain; they are wise enough
      to
      know that expansion into China requires a long term commitment and on-the-ground
      experience that only Idea Asia can offer.





**Results
      of Operations for the Three and Nine Months Ended September 30, 2008 and
      September 30, 2007**





During
      the three and nine month periods ended September 30, 2008 we experienced net
      income of $825,858 on revenue of $4,872,180 and $2,593,623 on revenue of
      $9,234,465 respectively. We expect to continue to improve our income position
      over the next 12 months as we plan to continue growing our profitable
      advertising sales business in China and we expect continued improvement in
      our
      TV entertainment business. During the three and nine months periods ended
      September 30, 2008, we generated all of our revenue from our Media &
Advertising division. Over the next twelve months, we plan to devote the
      majority of our resources to expanding and further developing our Media and
      Advertising segment and our TV Entertainment segment.


Page
          7 of
          49





The
      following tables set forth our revenues by each operational division for the
      three and nine month periods ended September 30, 2008 and 2007:





**2008**
              
              **2007**
              
              **Variance**
              
              **%**Jan
                  - Sep 2008Media
                  & Advertising
              
              $
              9,234,465
              
              $
              6,861,759
              
              $
              2,372,706
              
              
              35
              %TV
                  Entertainment
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0Asia
                  Global Corporate
              
              $
              0
              
              $
              64
              
              $
              -64
              
              
              -100
              %July-Sep
                  2008Media
                  & Advertising
              
              $
              4,872,180
              
              $
              3,843,631
              
              $
              1,028,549
              
              
              27
              %TV
                  Entertainment
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0Asia
                  Global Corporate
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0
              %


**Revenue
      – Media & Advertising**





During
      the three and nine month periods ended September 30, 2008, our revenues from
      the
      Media & Advertising segment were $4,872,180 and $9,234,465 respectively,
      compared to the 2007 figures of $3,843,631 and $6,861,759. Hence we experienced
      an increase of revenue of 27% and 35% respectively from the comparable three
      and
      nine month periods ended September 30, 2007. The increases are primarily
      attributable to improved sales through our partnerships with established
      advertising agencies in China. Management believes increased advertising and
      promotion in this segment along with sales force improvement through experience
      contributed to the sales increase.





**Revenue
      – TV Entertainment**





During
      the three and nine months ended September 30, 2008, there was no revenue for
      the
      TV Entertainment segment. In February 2008 we completely revamped our TV
      entertainment segment strategy. Rather than relying on one TV show as a revenue
      generator as was our original strategy, we have now built a large portfolio
      of
      licensed TV shows which we will produced based on market demand. Since February
      of this year we have built a portfolio of over two hundred TV shows. During
      this
      quarter we opened up a number of sponsorship negotiations with multinational
      brand advertisers and broadcasters. We expect to begin realizing revenue from
      this segment as we close advertising and distribution deals and shows begin
      to
      air. Revenue from this segment will be derived from distribution licensing
      fees,
      revenue-sharing based on advertising fees collected for ads that air within
      the
      shows, and show sponsorship fees.




**Cost
                  of Sales (from continuing
                  operations)****2008**
              
              **2007**
              
              **Variance**
              
              **%**Jan
                  - Sep 2008Media
                  & Advertising
              
              $
              3,947,993
              
              $
              2,131,005
              
              $
              1,816,988
              
              
              85
              %TV
                  Entertainment
              
              $
              26,414
              
              $
              0
              
              $
              26,414
              
              
              0
              %Asia
                  Global Corporate
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0
              %Discontinued
                  operation
              
              $
              46,202
              
              $
              297,715
              
              $
              -251,513
              
              
              -84
              %July-Sep
                  2008Media
                  & Advertising
              
              $
              2,313,634
              
              $
              1,107,095
              
              $
              1,206,539
              
              
              109
              %TV
                  Entertainment
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0
              %Asia
                  Global Corporate
              
              $
              0
              
              $
              0
              
              $
              0
              
              
              0
              %Discontinued
                  operation
              
              $
              0
              
              $
              297,714
              
              $
              -297,714
              
              
              -100
              %


For
      the
      three months ended September 30, 2008 cost of sales totaled $2,313,634
      representing 47% of our total revenue of $4,872,180 as compared to $1,107,095,
      29% of total revenue of $3,843,631 for the three months ended September 30,
      2007. The increase in cost of sales as a percentage of sales for the three
      months ended September 30, 2008 is attributable to increases in printing costs
      and costs of direct marketing in our Media and Advertising segment.





For
      the
      nine months ended September 30, 2008 cost of sales was $4,020,609 (including
      discontinued operations), representing almost 43.5% of our total revenue of
      $9,234,465 as compared to $2,428,720 (including discontinued operations), 35%
      of
      total revenue of $6,861,759 for the nine months ended September 30, 2007. Again,
      the increase in cost of sales as a percentage of sales for the nine months
      ended
      September 30, 2008 is attributable to increases in printing costs and costs
      of
      direct marketing in our Media and Advertising segment, and a licensing fee
      incurred by our TV Entertainment segment.


Page
          8 of
          49





**Cost
      of Sales – Media & Advertising**





For
      the
      three month period ended September 30, 2008 cost of sales for our Media &
Advertising segment was $2,313,634 representing 47.5% of our total segment
      revenue of $4,872,180 as compared to $1,107,095, or 29% of our total segment
      revenue of $3,843,631 for the three months ended September 30, 2007. The
      increased cost of sales as a percentage of revenue is attributable to increased
      printing costs related to the production of directories and trade publications
      for this segment and increased costs related to direct marketing.





For
      the
      nine month period ended September 30, 2008 cost of sales for our Media &
Advertising segment was $3,947,993 representing 43% of our total segment revenue
      of $9,234,465 as compared to $2,131,005 or 31% of our total segment revenue
      of
      $6,861,759 for the nine months ended September 30, 2007. The increased cost
      of
      sales as a percentage of revenue is attributable to increased printing costs
      related to the production of directories and trade publications for this segment
      and increased costs related to direct marketing.





**Cost
      of Sales – TV Entertainment**





For
      the
      three month and nine month periods ended September 30, 2008 cost of sales for
      the TV Entertainment segment was $0. Since the revamping of our TV entertainment
      business strategy in February of this year we have changed our production and
      licensing policies to limit advance payments for licensing and production.
      While
      we will still incur advance licensing fees and production costs from time to
      time we now limit this type exposure greatly.





**Cost
      of Sales – Discontinued Operations**





For
      the
      three month and nine month periods ended September 30, 2008 cost of sales
      attributable to the discontinued operations of CMP were $0 and $46,202
      respectively and $297,715 for the three and nine month periods in 2007. All
      abovementioned costs represent final TV production costs associated with CMP.




**Selling,
                  General and Administrative Expenses (from continuing
                  operations)****2008**
              
              **2007**
              
              **Variance**
              
              **%**Jan
                  - Sep 2008Media
                  & Advertising
              
              $
              2,533,602
              
              $
              1,976,111
              
              $
              557,491
              
              
              28
              %TV
                  Entertainment
              
              $
              112,240
              
              $
              0
              
              $
              112,240
              
              
              0
              %Asia
                  Global Corporate
              
              $
              222,571
              
              $
              5,396,661
              
              $
              -5,174,090
              
              
              -96
              %Discontinued
                  operation
              
              $
              134,047
              
              $
              403,115
              
              $
              -269,068
              
              
              -67
              %July-Sep
                  2008Media
                  & Advertising
              
              $
              1,666,556
              
              $
              636,825
              
              $
              1,029,731
              
              
              162
              %TV
                  Entertainment
              
              $
              59,004
              
              $
              0
              
              $
              59,004
              
              
              0
              %Asia
                  Global Corporate
              
              $
              33,946
              
              $
              2,331,522
              
              $
              -2,297,576
              
              
              -99
              %Discontinued
                  operation
              
              $
              0
              
              $
              47,961
              
              $
              -47,961
              
              
              -100
              %


For
      the
      three months ended September 30, 2008 selling, general and administrative
      expenses decreased $1,256,802 or 42% to $1,759,506 from $3,016,308 for the
      three
      months ended September 30, 2007. The decrease in expenses during the three
      months ended September 30, 2008 was primarily attributable to decrease in
      non-cash consulting expenses related to expansion into the TV market in China
      in
      our Asia Global Corporate segment with some offset from increased employment
      costs in our TV Entertainment segment.





For
      the
      nine months ended September 30, 2008 selling, general and administrative
      expenses decreased $4,773,427 or 61% to $3,002,460 from $7,775,887 for the
      nine
      months ended September 30, 2007. The overall decrease in expenses during the
      nine months ended September 30, 2008 is primarily attributable to lowered costs
      resulting from discontinuing operations of CMP and a decrease in non-cash
      consulting expenses related to expansion into the TV market in China in our
      Asia
      Global Corporate segment.





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





During
      the three months ended September 30, 2008, our selling, general and
      administrative expenses for our Media & Advertising segment totaled
      $1,666,556. Compared to the 2007 figure of $636,825 for the three months ended
      September 30, 2007 we experienced a 162% increase of $1,029,731 attributable
      to
      increased advertising and promotion expenses some of the promotion expenses
      are
      attributable to one-off events and therefore do not represent ongoing expenses.


Page
          9 of
          49





During
      the nine months ended September 30, 2008, our selling, general and
      administrative expenses for our Media & Advertising segment totaled
      $2,533,602. Compared to the 2007 figure of $1,976,111 for the nine months ended
      September 30, 2007 we experienced a 28% increase of $557,491 attributable to
      increased promotion expenses primarily in the third quarter.





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





During
      the three and nine month periods ended September 30, 2008, our selling, general
      and administrative expenses for our TV Entertainment segment were $59,004 and
      $112,240, compared to $0 for the same periods the previous year. Expenses and
      the increase in this segment are attributable primarily to employment costs
      and
      travel costs related to promotion.





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





During
      the three months ended September 30, 2008 our selling, general and
      administrative expenses related to our Asia Global Corporate segment were
      $33,946. For the same period during 2007 our expenses for this segment totaled
      $2,331,522 primarily attributed share-based compensation.




During
      the nine months ended September 30, 2008, our selling, general and
      administrative expenses for our Asia Global Corporate segment were $222,571
      with
      $123,750 attributable to share based compensation. For the same period during
      2007 our expenses for this segment totaled $5,396,661. The higher expenses
      in
      2007 were primarily attributable to non-cash stock-based professional fees
      related to business expansion into China.





**Selling,
      General and Administrative Expenses – Discontinued
      Operations**





During
      the three and nine month periods ended September 30, 2008 our selling and
      general administrative expenses for discontinued operations were $0 and $134,047
      respectively compared to $47,961 and $403,115 respectively for same periods
      in
      2007. Lowered expenses for both periods are attributable to the winding down
      of
      production and marketing expenses related to CMP.




**Depreciation,
                  Amortization of Intangible Assets, and Impairment Loss of Property,
                  Plant
                  and Equipment****2008**
              
              **2007**Depreciation
              
              $
              34,151
              
              $
              41,867Amortization
                  of intangible assets
              
              $
              108,714
              
              $
              79,421$
              142,865
              
              $
              121,288


During
      the nine month periods ended September 30, 2008 and 2007 we experienced non-cash
      expenditures of $142,865 and $121,288 respectively from depreciation of fixed
      assets and amortization of intangible assets.




**Other
                  Income (Expense)**


Total
        other income for both periods presented was immaterial and consisted of the
        following:
 **2008**
                
                **2007**Other
                    incomeFixed
                    asset rental income
                
                $
                0
                
                $
                0Interest
                    income
                
                $
                5,345
                
                $
                12,607Miscellaneous
                    other income
                
                $
                12,821
                
                $
                0$
                18,166
                
                $
                12,607Interest
                    expense
                
                $
                71,921
                
                $
                51,501Total
                    other expenses
                
                $
                -53,755
                
                $
                -38,894




Page
          10
          of 49





**Net
      Income/Loss**


Jan
                  - Sep 2008
              
              **2008**
              
              **2007**
              
              **Variance**
              
              **%**Media
                  & Advertising
              
              $
              3,136,514
              
              $
              2,130,242
              
              $
              1,006,272
              
              
              47
              %TV
                  Entertainment
              
              $
              (139,058
              )
              $
              -
              
              $
              (139,058
              )
              
              0
              %Asia
                  Global Corporate
              
              $
              (223,584
              )
              $
              (5,405,263
              )
              $
              5,181,679
              
              
              -96
              %Discontinued
                  operation
              
              $
              (180,249
              )
              $
              (422,008
              )
              $
              241,759
              
              
              -57
              %July-Sep
                  2008
              
              
              **2008**
              
              
              **2007**
              
              
              **Variance**
              
              
              **%**Media
                  & Advertising
              
              $
              919,283
              
              $
              1,722,894
              
              $
              (803,611
              )
              
              -47
              %TV
                  Entertainment
              
              $
              (59,245
              )
              $
              0
              
              $
              (59,245
              )
              
              0
              %Asia
                  Global Corporate
              
              $
              (34,180
              )
              $
              (2,333,729
              )
              $
              2,299,549
              
              
              -99
              %Discontinued
                  operation
              
              $
              -
              
              $
              -356,614
              
              $
              356,614
              
              
              -100
              %




For
      the
      three months ended September 30, 2008 we experienced a net income of $825,858
      compared to a net loss of $967,449 for the same period in 2007. The increase
      in
      profitability is primarily attributed to increased sales and profits from our
      Media and Advertising segment.




For
      the
      nine months ended September 30, 2008 we experienced a net profit of $2,593,623
      compared to net loss of $3,677,029 for the same period in 2007. The improvement
      in profitability is attributable to increased sales and net income from our
      Media and Advertising segment, recognition of $578,847 of income tax benefits
      due to over-provision in prior years and the reduction in non-cash charges
      related to professional fees for business expansion into China which during
      the
      same period of the previous year which totaled $5,243,543.





**Net
      Income – Media & Advertising**





During
      the three and nine month periods ended September 30, 2008, our net income totals
      from the Media & Advertising segment were $919,283 and $3,136,514
      respectively, compared to the 2007 figures of $1,722,894 and $2,130,242. Hence
      we experienced a 47% decrease for the three month period a 47% increase
      respectively from the comparable three and nine month periods ended September
      30, 2007. The overall increase for the nine month period is primarily
      attributable to expanding and improving our sales force through our partnerships
      with established advertising agencies in China. The decrease in profitability
      in
      the three month period is attributable to increases in cost of sales and selling
      costs in this segment, some of which are attributable to one-off events and
      therefore do not represent ongoing expenses.





**Net
      Loss – TV Entertainment**




During
      the three and nine month periods ended September 30, 2008 we experience losses
      of $59,245 and $139,058 respectively. Under new management and strategy our
      TV
      Entertainment division was completely revamped starting in February. The net
      losses are attributable to basic operating expenses and TV show format options
      acquired. We expect to profit from this segment when the TV shows for which
      we’ve acquired PRC production and distribution rights begin airing and reach
      distribution levels sufficient to generate revenues above our operating overhead
      for the segment. Under our new strategy implemented in February 2008 our
      operating costs will remain low relative to distribution potential. This is
      in
      contrast to the strategy of our now discontinued CMP subsidiary wherein we
      incurred very high upfront costs related to production, licensing and
      promotion.





**Net
      Loss – Asia Global Corporate**




During
      the three months ended September 30, 2008 we experienced a net loss of $34,180
      from our Asia Global Corporate operations, compared to a net loss
      of $2,333,729 for the same period in 2007. Losses in this segment are
      primarily attributable to non-cash stock-based compensation for professional
      services rendered and basic operating expenses such as legal and accounting
      fees.





During
      the nine months ended September 30, 2008 we experienced a net loss of $223,584
      from our Asia Global Corporate operations attributable to basic operations
      of
      this segment, compared to a net loss of $5,405,263 for the same period in
      2007 primarily attributable to non-cash stock-based compensation for
      professional services rendered.





**Net
      Loss – Discontinued Operations**





During
      the three months ended September 30, 2008 we experienced no further net loss
      from discontinued operations related to our discontinued CMP subsidiary,
      compared to a net loss of $356,614 for the same period in 2007 also attributable
      to discontinued CMP operations.


Page
          11
          of 49





During
      the nine months ended September 30, 2008 we experienced a net loss of $180,249
      from discontinued operations primarily related to our discontinued CMP
      subsidiary, compared to a net loss of $422,088 for the same period in 2007
      also
      attributable to discontinued CMP operations.





**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 Nine Months Ended** **September** **30, 2008 and 2007**





**Cash
      flows from operating activities**





For
      the
      nine months ended September 30, 2008 we experienced negative net cash flows
      provided by continuing operations in the amount of $177,219. We had $2,773,872
      net income from continuing operations plus non-cash stock-based compensation
      of
      $123,750 and depreciation and amortization of $142,865 offset mainly by
      adjustments and changes including accounts receivable of $1,899,160, an income
      tax credit of $254,180 and income tax payable of $425,485.





For
      the
      nine months ended September 30, 2007 we experienced positive net cash flows
      provided by continuing operations in the amount of $2,358,044. We had net loss
      of $3,275,021 from continuing operations plus common stock issued for services
      of $4,982,325, non-cash stock-based compensation to executives of $260,877,
      a
      decrease in accounts payable of $917,278 and a tax benefit of 451,591 offset
      by
      an increase in accounts receivable of $1,173,596.





**Cash
      flows from investing activities**




Net
      cash
      used for investing activities from continuing operation for
      the
      nine months ended September 30, 2008 was
      $596,815 primarily representing enhancements of IT infrastructure and leasehold
      improvements of $611,510 offset by a $14,695 increase in restricted
      cash.





For
      the
      nine month period ended September 30, 2007 net cash used in investing activities
      was 1,153,748 including a decrease in restricted cash of 266,497 and property
      and equipments purchases of $887,251.





**Cash
      flows from financing activities**





Net
      cash
      used in financing activities from
      continuing operation for
      the
      nine months ended September 30, 2008 was $81,522 mainly representing repayments
      of $833,155 offset by increases in advances from banks and repayments from
      related parties totaling $751,633.





Net
      cash
      provided by financing activities from
      continuing operation for the
      nine month period ended September 30, 2007 was $484,253 mainly representing
      proceeds from an issuance of promissory notes in the amount of $370,000,
      advances under letter of credit of $443,654 and a drawn-down from banks of
      $134,704 offset by repayments of $556,072.





**Liquidity**





Our
      growth plans may require additional funding from outside sources. We intend
      to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required. Our future liquidity
      will depend on our revenue growth and our ability to sell our products and
      services at positive gross margins and control our operating expenses. Over
      the
      coming twelve months, we expect to spend approximately $2,800,000 for operating
      expenses assuming revenue growth and no significant change in marketing or
      product development strategies. We expect to meet these capital needs from
      sales
      revenues and, to the extent we do not have sufficient revenues, from our
      existing cash reserves or other external sources of financing.


Page
          12
          of 49





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





Management
      believes the Company has the ability to continue as a going concern because
      the
      Company has cash and cash equivalents of $146,497 and restricted cash of
      $543,409 totaling $689,906. The Company has $794,871 available for use under
      its
      current line of credit facility of which $793,863 is being utilized. Moreover
      the Company generates positive cash flow from operating activities. The
      aforementioned should satisfy cash requirements over the next 12 month.





Management
      took steps to reduce operating costs and moved a significant portion of its
      U.S.
      operations to China during 2006 to benefit from lower overhead costs and further
      capitalize on the growth potential and success. We still continued to enjoy
      these benefits in and expect the same in for the rest of the year and during
      2009. Management plans to continue reviewing all aspects of its business and
      making adjustments as needed to those considered unprofitable. Therefore, for
      at
      least the next twelve months, the Company can continue to operate as a going
      concern. The consolidated financial statements do not include any adjustments
      relating to the recoverability and classification of recorded asset amounts
      or
      the amount and classification of liabilities or any other adjustment that might
      be necessary should the Company be unable to continue as a going
      concern.





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





**Critical
      Accounting Policies**





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





**Accounts
      receivable and provision for bad debts**





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





**Impairment
      of long-lived assets**





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


Page
          13
          of 49





**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
      September 30, 2008, we had approximately 51 full-time employees employed in
      Greater China. From time to time we employ independent contractors to support
      our production, engineering, marketing, and sales departments





**Website
      Access to our SEC Reports**





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




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





Attn:
      Investor Relations


Asia
      Global Holdings Corp


Unit
      601B, 6 th Floor,
      Tower 1


833
      Cheung Sha Wan Road, Kowloon, Hong Kong


Attn:
      Investor Relations





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





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





***Interest
      Rate Risk***





We
      are
      exposed to interest rate risk primarily with respect to our short-term bank
      loans. Although the interest rates are fixed for the terms of the loans, the
      terms are typically twelve months and interest rates are subject to change
      upon
      renewal. A hypothetical 1.0% increase in the annual interest rates for all
      of
      our credit facilities at $791,423 would decrease net income before provision
      for
      income taxes by approximately $5,935 for the nine months ended September 30,
      2008. 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.


Page
          14
          of 49


***Foreign
      Exchange Risk***





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




***Inflation***




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





**ITEM 4T.**
            **CONTROLS
                AND PROCEDURES.**





Evaluation
      of Disclosure Controls and Procedures .





Based
      on
      an evaluation under the supervision and with the participation of management,
      our Chief Executive Officer and Chief Financial Officer have concluded that
      our
      disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as amended ("Exchange Act") were
      effective as of June 30, 2008 to ensure that information required to be
      disclosed by us in reports that we file or submit under the Exchange Act is
      (i)
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission rules and forms and (ii) accumulated
      and communicated to our management, including our Chief Executive Officer and
      Chief Financial Officer, as appropriate to allow timely decisions regarding
      required disclosure.





Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting during the
      quarter ended September 30, 2008, which were identified in connection with
      management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
      under the Exchange Act, that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.





**PART
      II - OTHER INFORMATION**





**ITEM 1.**
            **LEGAL
                PROCEEDINGS**





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





**ITEM 1A.**
            **RISK
                FACTORS**





**Risks
      Related to the Company**





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





We
      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
          15
          of 49





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





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





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





o
      changes
      in regulatory requirements;





o
      reduced
      protection for intellectual property rights in some countries;





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





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





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





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





o
      the
      inability to utilize certain foreign tax credits; and





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





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





o
      difficulties and costs of staffing and managing foreign operations;





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





o
      political and economic instability;





o
      fluctuations in currency exchange rates; and





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





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


Page
          16
          of 49





**Our
      future revenues and results of operations may be difficult to forecast and
      results in prior periods may not be indicative of future
      results.**





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





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





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





o
      changes
      in fees paid by advertisers or other clients;





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





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





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





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





o
      seasonality;





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





o
      changes
      in governmental regulation of the Internet; and





o
      general
      economic conditions.





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





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





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





**Acquisitions
      may harm our financial results.**





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


Page
          17
          of 49





**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.





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




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





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




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





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




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





**Work
      stoppages could adversely impact our operations.**




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


Page
          18
          of 49





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




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




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




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




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





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




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




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




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


Page
          19
          of 49





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




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





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




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




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




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




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




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




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


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




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




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




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




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




The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. During the twelve months ended December 31,
      2007, the closing sale prices of our ordinary shares on the Over-the-Counter
      Bulletin Board ranged from $0.335 to $0.04 per share and the closing sale price
      on November 14, 2008 was $0.03 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.


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




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




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




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




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




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




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




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




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


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          22
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o
      On
      December 11, 2001, the day China formally joined the World Trade Organization,
      the PRC State Council promulgated the FITE Regulations, which became effective
      on January 1, 2002. The FITE Regulations stipulate that the foreign party to
      a
      foreign-invested telecommunications enterprise can hold an equity share in
      such
      foreign-invested telecommunications enterprise that provides basic telecom
      services or value-added telecom services, ultimately not to exceed 49% or 50%,
      respectively. The Administrative Measures for Telecommunications Business
      Operating License were promulgated by the Chinese Ministry of Information
      Industry (MII) on December 26, 2001 and came into effect on January 14, 2002
      to
      supplement the FITE Regulations. However, there are still uncertainties
      regarding the interpretation and application of the FITE
      Regulations.




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




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




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




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





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





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





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





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





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




o
      the
      development of new online advertising media and methods;


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




o
      the
      ability to attract and retain qualified personnel;




o
      changing demands regarding customer service and support;




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




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




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





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





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





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





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


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





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





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





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





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





None.





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





None.





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





None.





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





On
      October 30, 2008, the Company filed with the Commission a Form 8-K stating
      that
      Michal Mak had resigned as Chief Executive Officer, Chief Financial Officer
      and
      as a member of the Board of Directors. Furthermore, the Board of Directors
      appointing John Leper as Chief Executive Officer, Chief Financial Officer and
      Chairman of the Board of Directors as well as appointed Hin Lee Kwong as a
      member of the Board of Directors.





**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
          25
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**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:
                  November 18, 2008
              John
                  Leper, Chief Executive Officer
                (Principal
                  executive officer)/s/
                  John LeperDated:
                  November 18, 2008
              John
                  Leper, Chief Financial Officer
                (Principal
                  financial officer)




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