SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                FORM 10-QSB - A#1

|X|   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended March 31, 2006

|_|   Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
      of 1934 For the transition period ___________ to ___________

                        COMMISSION FILE NUMBER 333-64804

                           ASIA GLOBAL HOLDINGS CORP.
                (formerly known as BONUSAMERICA WORLDWIDE CORP.)
        (Exact name of small Business Issuer as specified in its charter)

           Nevada                                          75-3026459
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
Incorporation or organization)

                              1601-1604 CRE Centre
                             889 Cheung Sha Wan Road
                               Kowloon, Hong Kong
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                (former address)
            834 S. Broadway, 5th Floor, Los Angeles, California 90014

                                 (213) 243-1505
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|

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

The number of shares outstanding of each of the Registrant's classes of common
stock, as of March 31, 2006 was 21,812,000 shares, all of one class of $0.001
par value Common Stock.

EXPLANATORY NOTE

This Quarterly Report on Form 10-QSB/A-1 ("Form 10-QSB/A-1") is being filed as
Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2006, which was originally filed with the Securities and Exchange
Commission ("SEC") on May 15, 2006, (the "Original Filing"). We are filing this
Amendment No. 1 for the following reasons:


      (i)   to include Note 11 to the financial statements to describe the
            effects of the reclassification of an accounting reversal originally
            reported in other income and restated to be included in selling,
            general and administrative expenses;

      (ii)  to expand our disclosures in Item 2. Management's Discussion and
            Analysis of Financial Condition and Results of Operations;

      (iii) to update our disclosures in Item 4. Controls and Procedures;

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

      (v)   to revise our risk factor discussion in Part II, Item 1a.

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

<PAGE>

   ASIA GLOBAL HOLDINGS CORP. (formerly known as BONUSAMERICA WORLDWIDE CORP.)
                                 FORM 10-QSB A#1
                          Quarter Ended March 31, 2006

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                         PAGE
<S>                                                    <C>                           <C>

Item 1.  Consolidated Financial Statements

         Condensed Consolidated Balance Sheet as March 31, 2006 (unaudited)             5

         Condensed Consolidated Statement of Operations for the Three Months
         Ended March 31, 2006 and March 31, 2005                                        6

         Condensed Consolidated Statement of Cash Flow for the Three Months
         Ended March 31, 2006 and March 31, 2005                                        7

         Notes to Consolidated Financial Statements                                     8

Item 2.  Management's Discussion and Analysis of Financial Condition or
         Plan of Operation                                                              11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                     14

Item 4.  Controls and Procedures                                                        14

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                              15

Item 1A. Risk Factors                                                                   15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    23

Item 3.  Defaults Upon Senior Securities                                                23

Item 4.  Submission of Matters to a Vote of Security Holders                            23

Item 5.  Other Information                                                              23

Item 6.  Exhibits and Reports on Form 8-K                                               23

SIGNATURES                                                                              24
</TABLE>

<PAGE>

                   SPECIAL NOTE ON FORWARD LOOKING STATEMENTS

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

PART 1: FINANCIAL INFORMATION

 ASIA GLOBAL HOLDINGS CORP (formerly known as BonusAmerica Worldwide Corp.) and
                                  Subsidiaries
                      Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                       March 31, 2006   December 31, 2005
                                                        (unaudited)        (audited)
<S>                                                       <C>            <C>
 ASSETS
 Current assets
      Cash and cash equivalents                           $    15,751    $    49,134
      Restricted cash                                         281,594        279,365
      Accounts receivable                                     747,210        586,090
      Prepaid and other current assets                        665,680        340,507
      Amount due from related parties                         119,318        461,460
                                                          -----------    -----------
 Total current assets                                       1,829,553      1,716,556

 Property, plant, and equipment, net                           85,716         97,681
 Intangible assets, net                                       476,799        546,623
                                                          -----------    -----------
 Total assets                                             $ 2,392,068    $ 2,360,860
                                                          ===========    ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities
      Bank overdraft, secured                             $    23,556    $       411
      Secured bank loan - current portion                      85,471         85,471
      Letters of credit                                       102,019        100,641
      Accounts payable and accrued liabilities                504,710        574,348
      Income taxes payable                                    225,562        194,793
      Amounts payable to related parties                        5,549          6,401
                                                          -----------    -----------
 Total current liabilities                                    946,867        962,065
                                                          -----------    -----------
 Long-term liabilities
      Secured bank loan                                       121,081        142,449
      Deferred taxation                                        32,109         32,109
                                                          -----------    -----------
 Total long-term liabilities                                  153,190        174,558
                                                          -----------    -----------
 Total liabilities                                          1,100,057      1,136,623
                                                          -----------    -----------

 Stockholders' equity
      Common stock, $0.001 par value; 75,000,000 shares
      authorized;
        Issued and outstanding: 21,812,000 shares              21,812         19,862
      Other comprehensive income                                3,670          3,711
      Additional paid-in capital                            1,392,645      1,219,095
      Accumulated deficit                                    (126,116)       (18,431)

                                                          -----------    -----------
 Total stockholders' equity                                 1,292,011      1,224,237
                                                          -----------    -----------
 Total liabilities and stockholders' equity               $ 2,392,068    $ 2,360,860
                                                          ===========    ===========
</TABLE>


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

<PAGE>

 ASIA GLOBAL HOLDINGS CORP (formerly known as BonusAmerica Worldwide Corp.) and
                                  Subsidiaries
      Condensed Consolidated Statement of Operations For the three months
                    ended March 31, 2006 and 2005(unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended   Three Months Ended
                                                     March 31, 2006       March 31, 2005
Revenues:                                              (restated)
<S>                                                          <C>             <C>
     Product sales                                                     $     14,675
     Advertising and list rentals                            395,618         645,267
                                                        ------------    ------------
Total revenues                                               395,618         659,942

Cost of revenues                                             (64,872)        (46,527)
                                                        ------------    ------------

Gross profit                                                 330,746         613,415

Selling, general and administrative expenses                (325,721)       (493,012)
Depreciation                                                 (11,965)        (34,967)
Amortization of intangible assets                            (69,824)        (74,698)
                                                        ------------    ------------

Operating income (loss)                                     (76,764)         10,738

Other income (expense)
     Other income                                              6,579           4,380
     Interest expenses                                        (6,731)             --
                                                        ------------    ------------
Total other income (expense)                                  (152)            4,380

Income (loss) before income taxes                            (76,916)         15,118

Provision for income taxes                                   (30,769)        (14,103)
                                                        ------------    ------------

Net income (loss)                                       $   (107,685)   $      1,015
                                                        ============    ============

Basic and diluted income (losses) per share             $      (0.00)   $       0.00
                                                        ============    ============

Basic and diluted weighted-average shares outstanding     21,502,000      19,862,000
                                                        ============    ============
</TABLE>


The accompanying notes are an integral part of theses condensed consolidated
financial statements

<PAGE>

 ASIA GLOBAL HOLDINGS CORP (formerly known as BonusAmerica Worldwide Corp.) and
                                  Subsidiaries
         Condensed Consolidated Statements of Cash Flows For the three
                months ended March 31, 2006 and 2005 (unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended   Three Months Ended
                                                                   March 31, 2006       March 31, 2005
<S>                                                               <C>                 <C>
Cash flows from operating activities:
     Net income (loss)                                            $       (107,685)   $          1,015
     Adjustments to reconcile net income to net cash
        (used in) provided by operating activities:
            Common stock issued for services rendered, non cash            175,500                  --
            Depreciation and amortization                                   81,789             109,665
            Provision for income taxes                                      30,769              14,103
            Reversal of accrued expense                                    (49,550)                 -
 Changes in operating assets:
            Accounts receivable                                           (161,120)            318,368
            Inventories                                                         --              14,123
            Prepaid and other current assets                              (325,173)            (74,632)
            Accounts payable and accrued liabilities                       (20,088)            (35,071)
            Income tax                                                          --              (1,324)

                                                                  ----------------    ----------------
Net cash flows provided by (used in) operating activities                 (375,558)            346,247
                                                                  ----------------    ----------------

Cash flows from investing activities:
            Increase in restricted cash                                     (2,229)                 --
            Purchases of equipment                                              --              (2,327)
            Cash paid for intangible assets                                     --             (24,544)
                                                                  ----------------    ----------------
Net cash flows used in investing activities                                 (2,229)            (26,871)
                                                                  ----------------    ----------------

Cash flows from financing activities
            Bank overdraft                                                  23,145                  --
            Advances under letters of credit                                 1,378                  --
            Repayments of bank loan                                        (21,368)                 --
            Amounts due from (to) related parties                          341,290            (363,272)
                                                                  ----------------    ----------------
Net cash flows provided by (used in) financing activities                  344,445            (363,272)
                                                                  ----------------    ----------------

Net decrease in cash and cash equivalent                                   (33,342)            (43,896)

Effect of foreign currencies on cash flows                                     (41)               (256)

Cash and cash equivalent, beginning of period                               49,134              88,317
                                                                  ----------------    ----------------

Cash and cash equivalent, end of period                           $         15,751    $         44,165
                                                                  ================    ================


Supplemental non cash investing and financing activities:
   Common stock issued for services rendered                      $                            175,500
</TABLE>


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

<PAGE>

 ASIA GLOBAL HOLDINGS CORP (formerly known as BONUSAMERICA WORLDWIDE CORP.) AND
                                  SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BACKGROUND, BASIS OF PRESENTATION AND GOING CONCERN

Asia Global Holdings Corp (formerly known as BonusAmerica Worldwide Corp. (the
"Company" or "AAGH"or "we") offers a suite of advertising and media services and
products that meet the need of marketers and advertisers including Internet
marketing, search engine marketing ("SEM"), email marketing and print
advertising. We work closely with advertisers to implement integrated online and
offline advertising and media solutions and manage campaign planning and
execution. We are one of the few established providers of Internet marketing
services and online advertising technology within the People's Republic of China
("PRC"). We sell our products and services worldwide from 5 sales locations in 3
countries to a consumer base in Asia, North America, Europe, and Canada.

Basis of Presentation

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

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

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

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

Certain accounts have been reclassified to conform to the current period's
presentation.

Going concern

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company has
incurred net operating losses and generated negative cash flows from operating
activities during recent periods. In view of these matters, realization of a
major portion of the assets in the accompanying consolidated balance sheet is
dependent upon the continued operations of the Company, which in turn is
dependent upon the Company's ability to meet its financing requirements and the
success of its future operations.


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

NOTE 2 - BASIC AND DILUTED INCOME (LOSS) PER SHARE

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

<PAGE>

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 123-R, Share-Based Payment
("SFAS 123(R)"). SFAS 123(R) replaces SFAS 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to
Employees. SFAS 123(R) requires, among other things, that all share-based
payments to employees, including grants of stock options, be measured based on
their grant-date fair value and recognized as expense. Effective January 1,
2006, AAGH adopted the fair value recognition provisions of SFAS 123(R) using
the modified prospective application method. Under this transition method,
compensation expense includes the applicable amounts of: (a) compensation
expense of all stock-based payments granted prior to, but not yet vested as of
January 1, 2006 (based on the grant-date fair value estimated in accordance with
the original provisions of SFAS 123 and previously presented in pro forma
footnote disclosures), and (b) compensation expense for all stock-based payments
granted subsequent to January 1, 2006 (based on the grant-date fair value
estimated in accordance with the new provisions of SFAS 123(R)). Results for
periods prior to January 1, 2006, have not been restated.

On June 7, 2005, the FASB issued Statement 154, Accounting Changes and Error
Corrections, a replacement of APB Opinion 20 and FASB Statement 3, ("SFAS 154").
SFAS 154 changes the requirements for the accounting for and reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required recognition via a cumulative effect adjustment within
net income of the period of the change. SFAS 154 requires retrospective
application to prior periods' financial statements, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the
change. SFAS 154 is effective for accounting changes made in fiscal years
beginning after December 15, 2005. AAGH adopted SFAS 154 on January 1, 2006. The
adoption had an impact to the Company's consolidated financial position, results
of operations or cash flows.

In February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements 133 and 140, ("SFAS
155"). SFAS will be effective for the Company beginning January 1, 2007. The
statement permits interests in hybrid financial instruments that contain an
embedded derivative that would otherwise require bifurcation, to be accounted
for as a single financial instrument at fair value, with changes in fair value
recognized in earnings. This election is permitted on an
instrument-by-instrument basis for all hybrid financial instruments held,
obtained, or issued as of the adoption date. The Company is currently assessing
the impact of the statement.

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

NOTE 4 - CONCENTRATION OF SUPPLIER RISK

As of March 31, 2006, 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.

NOTE 5 - SEGMENT AND GEOGRAPHIC INFORMATION

Segment information. For the three months ended March 31, 2006, the Company only
operated in one segment, Media and Advertising, as defined by SFAS 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131").

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

<TABLE>
<CAPTION>
                                             Three months ended 31   Three months ended 31
                                                        March 2006              March 2005
<S>                                                             <C>                    <C>
                       United States                            6%                     23%
                       Hong Kong                               94%                     56%
                       China                                     -                     21%
</TABLE>

NOTE 6 - RESTRICTED CASH

BonusAmerica maintains a cash reserve in the amount of $20,000 with a bank,
which is restricted as to use as a requirement of the Company's merchant (credit
card) account. The Company's wholly-owned subsidiary, Sino-Trade, maintains a
pledged fixed deposit bearing interest at 3.4% as required per its bank
financing agreement.

NOTE 7 - INCOME TAXES

Provision for income taxes represents Hong Kong profits tax of $30,769 (2005:
$14,103) for the Company's subsidiary operating in Hong Kong. Hong Kong profits
tax rate was 17.5% on the subsidiary's estimated assessable profits arising in
Hong Kong. A reconciliation of Hong Kong income before tax to the effective tax
rate for the Hong Kong subsidiary follows:

<PAGE>

<TABLE>
<CAPTION>
                                                              Three months   Three months
                                                                ended 31       ended 31
                                                              March, 2006     March, 2005
                                                                 ---------    ---------
<S>                                                              <C>          <C>
                       Income (loss) before income               $ 175,898    $  79,996
                       tax
                                                                 =========    =========
                       Tax at Hong Kong profits tax                 30,782       13,999
                       rate

                       Tax effect of non-assessable income and         (13)         104
                         non-deductible expenses
                                                                 ---------    ---------
                       Tax charge for the period at the
                         Company's effective tax rate            $  30,769    $  14,103
                                                                 =========    =========
</TABLE>

The Company's subsidiary operating in the PRC is subject to PRC Foreign
Enterprise Income Tax at a rate of 15% on the subsidiary's assessable profits,
based on existing PRC tax legislation, interpretations and practices in respect
thereof. No provision for PRC Foreign Enterprise Income Tax has been made as the
subsidiary did not have any assessable profits for the three months ended March,
31, 2006 and 2005.

Income taxes payable at March 31, 2006 consists of Hong Kong taxes payable of
$225,562.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

Employment contract. On January 1, 2004, the Company entered into an employment
agreement with its chief executive officer which provides for an annual salary
of $100,000, plus bonuses of up to 1% of base salary. On January 15, 2004, the
Company amended the employment agreement to adjust the salary to $60,000 per
year plus bonuses of up to 1% of net sales of BonusAmerica over and above $10
million, valid for one year. The contract was amended to approximate the fair
value of services rendered. For the three months ended March 31, 2006, the
Company's chief executive officer's salary charged to operations was $17,500
(2005: $15,000).

Operating leases. The Company's subsidiaries operating in Hong Kong and the PRC
are committed under various non-cancelable operating leases with terms ranging
from one to two years with fixed monthly rentals and expiring through June 2006.
None of the leases included contingent rentals. Lease expense charged to
operations for the three months ended March 31, 2006 amounted to approximately
$7,500 (2005: $25,000). See Note 9.

NOTE 9 - RELATED PARTY TRANSACTIONS

Facilities. During the three months ended March 31, 2005, the Company rented
warehouse and office facilities from a related party on a month-to-month basis
at $3,500, which was later reduced to $800 in the fourth quarter of 2005. The
Company did not pay any rent to the related party during 2006 and no expense has
been reflected in the quarterly financial statements for 2006 as the amount is
deemed immaterial. Total rental expense for the three months ended March 31,
2005 was $10,500.

Fixed assets rentals. On February 20, 2004, the Company agreed to lease property
and equipment to Stanford based on a reasonable and agreed upon charge. Lease
charges were approximately 25% of the depreciation expense in 2005. The same
percentage is used for 2006 since the agreement between the Company and Stanford
includes no agreed upon percentage. During the three months ended March 31,
2006, fixed asset rental income was $4,350 (2005: $4,350).

Amounts due from related parties. Amounts due from related parties are
unsecured, interest free and re-payable on demand.

NOTE 10 - STOCKHOLDERS' EQUITY

The Company issued 1,950,000 unrestricted shares of common stock for services
rendered relating to management services, business advisory, and legal and
professional services. The shares were issued under the Company's Registration
Statement on Form S-8 relating to the registration of the Company's 2005
Non-Qualified Incentive Stock Compensation Plan as filed with the SEC on January
9, 2006.

NOTE 11 - RESTATEMENT AND CORRECTION OF AN ERROR

The accompanying consolidated statement of operations for the quarter ended
March 31, 2006, has been restated to present an accounting reversal related to
sales commission expenses as a component of selling, general and administrative
expenses rather than other income, as previously reported. The restatement had
no impact on income from continuing operations, net income, earnings per share
(basic or diluted) or stockholders' equity.

<PAGE>

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

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

Forward Looking Statements

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

Overview

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

We are further establishing our media and advertising division by working with
our current consumer-base to increase printed advertising in a quarterly
industrial magazine and direct mailing services.

We are one of the few established providers of Internet marketing services and
online advertising technology within the People's Republic of China ("PRC"). We
sell our products and services worldwide from 5 sales locations in 3 countries
to a consumer base in Asia, North America, Europe, and Canada.

Future Plan of Operations

We are a direct marketing, Internet commerce and media company formerly based in
Los Angeles, California with operations in Hong Kong and China, which consists
of Media and Advertising. Furthermore, we are moving forward with our plan to
expand our efforts of seeking out high growth companies in emerging regions and
markets for the purpose of acquisition.

We are in the process of seeking additional financing to forward our business
plan, but have not entered into any agreements to obtain such financing. There
is no assurance that such financing will be available, or if available, that
such financing will be available on reasonable terms. Even if we do obtain such
financing, there is no assurance that we will be able to generate profitable
operations.

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

During the three months ended March 31, 2006, we experienced a net loss of
$107,685. We expect our position to improve over the next 12 months while at the
same time we expect that expansion may result in losses as we invest more
resources in further developing operations in China and Hong Kong. There can be
no assurance that we will achieve or maintain profitability or that any revenue
growth will take place in the future even if we do obtain the financing that we
seek.

Results of Operations for the Three Months Ended March 31, 2006 and March 31,
2005

Revenues

During the three month period ended March 31, 2006, all of our revenue was
generated from advertising and list rentals. Overall revenues decreased 40% from
the comparable period in the previous year as a result of a significant
reduction in sales in China and the U.S.

<PAGE>

Total Revenue Three Months Ended March 31, 2006 and March 31, 2005

<TABLE>
<CAPTION>
                               2006            2005        Variance
                             --------------------------------------------------------

<S>                          <C>           <C>              <C>             <C>
Total Revenue                $   395,618   $   659,942     -$264,324        (-40%)

Online Retailing             $        --   $    14,675    - $ 14,675       (-100%)

Media & Advertising          $   395,618   $   645,267   - $ 249,649        (-38%)
</TABLE>

Our Online Retailing segment posted no sales during 2006 as a result of our
planned cut backs in this segment.

Our Media & Advertising segment had revenues of $395,618 in the three months
ended March 31, 2006 as compared to $645,267 for the same period in 2005
representing a decrease of 38%. The decrease in revenues from this segment is
attributed to significantly reduced sales in the US in this segment where we
have reduced our overhead. US sales in this segment totaled only $22,000.

Cost of Sales

Cost of Sales Three Months Ended March 31, 2006 and March 31, 2005

                 2006      2005     Variance
                ----------------------------------------

Cost of Sales   $64,872   $46,527   $18,345       (39%)

Cost of sales for the three month period ended March 31, 2006 totaled $64,872
compared to $46,527 for the same period in 2005 representing an increase of 39%.
The increase in cost of sales is attributed entirely to increases in the
Advertising and Media segment in China and Hong Kong.

Administrative Expenses - Selling, general and administrative expenses
Three Months Ended March 31, 2006 and March 31, 2005

                             2006          2005        Variance
                          -----------------------------------------------------
Administrative Expenses   $   325,721   $   493,012     -$167,291        (-34%)

Administrative Expenses for the three months ended March 31, 2006, for our US
operations totaled $272,630 while administrative expenses associated with our
Hong Kong and China operations totaled $53,091. Selling, general and
administrative expenses primarily consisted of staffing costs, legal and
professional fees, and a non-cash charge of $175,500 representing the fair value
of common stock issued for management services, business advisory, and legal and
professional services rendered. With the exception of staff reduction costs
resulting from the scale-back in our online retailing US operations and our
efforts to reduce our overall operating expenses through implementation of staff
reduction costs in our Hong Kong and China operations, we expect administrative
expenses to increase once we implement our business expansion plan, which will
depend on the availability of future debt or equity financing. We expect legal
and professional fees associated with adhering to the reporting requirements
associated with being a US public company to remain relatively stable, but will
increase significantly once we begin to implement internal controls and
procedures to comply with the reporting requirements of the Sarbanes-Oxley Act
of 2002, which we expect to begin implementing as soon as practicable.

Administrative Expenses for the three months ended March 31, 2005, for our US
operations totaled $185,553 while administrative expenses associated with our
Hong Kong and China operations totaled $307,459. Selling, general and
administrative expenses primarily consisted of staffing costs, rental facilities
costs, traveling costs, and legal and professional fees.

The decrease for the period over period represents a decrease in overall
staffing costs of approximately $260,600, travel costs of $19,100, and rental
facilities costs of $28,000, offset by an increase in legal and professional
fees of approximately $15,300, the non-cash charge of $175,500 for common stock
issued for services rendered and the reversal of a sales commission fees of
$49,550 due to the reconstruction of our sales force in the PRC at the beginning
of 2006.

Other income (expense)

Other income for both periods primarily presented includes fixed asset rental
income of $4,350 which represents assets leased to Stanford International
Holding Corporation, a related party, based on a reasonable and agreed upon
charge that approximated 25% of the depreciation expense in 2004. The same
percentage was used for 2005 since the agreement between the Company and
Stanford included no agreed upon percentage. The remaining amounts included in
other income are immaterial.
<PAGE>

Other expense for 2006 represent interest expense incurred on our banking loans
and was immaterial for the period.



Net Income/Loss

Net Income/Loss for the Three Months Ended March 31, 2006 and March 31, 2005

                                  2006               2005
                               -----------------------------

Net Income/Loss                -$ 107,685            $1,015

For the three month period ended March 31, 2006 we had a net loss of $107,685
compared to a net income of $1,015 for the same period in 2006. Losses from our
US operations totaled for 2006 totaled $293,937 and (2005: $114,921) and Hong
Kong and China operations generated a net income of $186,252 (2005: $115,936).


Trends, Events, and Uncertainties

Demand for our services and products will be dependent on, among other things,
market acceptance of our concept and general economic conditions, which are
cyclical in nature. Our business operations may be adversely affected by our
competitors and prolonged recessionary periods. We are in the process of seeking
additional financing to forward our business plan, but have not entered into any
agreements to obtain such financing. There is no assurance that such financing
will be available, or if available, that it will be available on reasonable
terms. Even if we do obtain such financing, there is no assurance that we will
be able to generate profitable operations.

Liquidity and Capital Resources for the Three Month Period Ended March 31, 2006
and 2005

At March 31, 2006, our principal source of liquidity was cash and cash
equivalents of $15,751.

Cash flows from operating activities

We experienced negative cash flows from operating activities for the three month
period ended March 31, 2006, primarily resulting from a net loss offset by
non-cash charges such as common stock issued for services, depreciation and
amortization, and reversal of accrued expenses, and changes in operating
activities accounts such as an increase in accounts receivable due to increased
sales and an increase in cash paid for other current assets. Net cash flows
generated from operating activities for the comparative period in 2005 primarily
represents a reduction in net income offset by non-cash charges such as
depreciation and amortization, a decrease in accounts receivable due to cash
collections on outstanding balances, cash paid for other current assets and cash
paid resulting in the reduction of outstanding liabilities from the preceding
fourth quarter.

Cash flows from investing activities

Net cash flows used in investing activities for the first quarter of 2006 was
immaterial and cash flows used in investing activities in 2005 consisted of cash
paid for the acquisition of fixed and intangible assets.

Cash flows from operating activities

Net cash flows used in financing activities for both periods presented primarily
consist of amounts advanced or repaid to related parties as well as other
payments and or advances on our banking facilities.

Future liquidity needs

Our future liquidity will depend on our revenue growth and our ability to
generate revenues and control our operating expenses. We expect to meet these
capital needs from sales revenues and, to the extent we do not have sufficient
revenues, from our existing cash reserves or other external sources of
financing. However, our growth plans require additional funding from outside
sources. We intend to pursue discussions with existing shareholders, third party
financing sources and potential lenders to ensure access to funds as required.

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

Off-Balance Sheet Arrangements

At March 31, 2006, we did not have any relationship with unconsolidated entities
or financial partnerships, which other companies have established for the
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes as defined in Item 303(a)(4)(ii) of SEC Regulation
S-K. Therefore, we are not materially exposed to any financing, liquidity,
market or credit risk that could arise if we had engaged in such relationships.
<PAGE>

Critical Accounting Policies

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

Allowance for Doubtful Accounts

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

Income taxes

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Exchange Rate Risk

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

ITEM 4. CONTROLS AND PROCEDURES.

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

Changes in Internal Controls. There was no change in our internal control over
financial reporting during the quarter ended March 31, 2006, that materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

<PAGE>

                           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 BonusAmerica Worldwide Corporation

We may not be able to sustain our profitability.

We were unable to achieved profitability in accordance with generally accepted
accounting principles in the United States, or GAAP, for the quarter ended March
31, 2006 and we may be unable to achieve profitability in the future. We
incurred net losses of $107,685 for the three months ended March 31, 2006. Even
if we do achieve profitability, we may not be able to sustain or increase
profitability on a quarterly or an annual basis in the future.

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

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

Our international operations face legal and cultural challenges and subject us
to additional risks. We have operations in a number of international markets,
including Asia, United States, Europe and Canada, and we currently derive more
than half 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:

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

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

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

      |X|   the inability to utilize certain foreign tax credits; and

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

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

o     difficulties and costs of staffing and managing foreign operations;

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

o     political and economic instability;

o     fluctuations in currency exchange rates; and

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

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

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

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

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

At times in the past and in certain segments, our revenues have grown
significantly and have decreased significantly. Accurate predictions of future
revenues are difficult because of the rapid changes in the markets in which we
operate.

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

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

o     changes in fees paid by advertisers or other clients;

o     changes in the amount of royalties payable by us to owners of Web sites or
      the imposition of new charges or fees by Web site 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, which tends to result in lower revenue during the summer
      months of the third quarter and higher revenue in the fourth quarter of
      each year;

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

o     changes in governmental regulation of the Internet; and

o     general economic conditions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The trading price of our ordinary shares has been and may continue to be subject
to considerable daily fluctuations. During the three months ended March 31,
2006, the closing sale prices of our ordinary shares on the Nasdaq National
Market ranged from $0.031 to $0.27 per share and the closing sale price on May
12, 2006 was $0.1495 per share. Our stock price may fluctuate in response to a
number of events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties
by us or our competitors, changes in financial estimates and recommendations by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable, new governmental restrictions or
regulations and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for China-related and
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the price of
our ordinary shares, regardless of our operating performance.

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

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

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

In March 2004, Stanford reported that they beneficially acquired approximately
57.9% of our outstanding ordinary shares. The percentage of ownership by
Stanford has not changed since the date of the acquisition of shares. As a
result, Stanford is able to substantially influence all matters requiring the
approval of our shareholders, including the election of directors and the
approval of significant corporate transactions such as acquisitions. This
concentration of ownership could delay, defer or prevent a change in control or
otherwise impede a merger or other business combination that the Board of
Directors or other shareholders may view favorably.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Because the definition and interpretation of prohibited content is in many cases
vague and subjective, it is not always possible to determine or predict what and
how content might be prohibited under existing restrictions or restrictions that
might be imposed in the future.

In January 2005, the Chinese State Administration of Radio, Film and Television
("SARFT"), which regulates radio and television stations in China, issued a
notice prohibiting commercials for MVAS related to "fortune-telling" from airing
on radio and television stations effective in February 2005. This notice could
also lead to further actions by other Chinese government authorities to prohibit
the sale of such fortune-telling related SMS which could have a material adverse
effect on our financial position, results of operations, or cash flows. SARFT or
other Chinese government authorities may prohibit the marketing of other
value-added services via a channel we depend on to generate revenues, which
could have a material adverse effect on our financial position, results of
operations or cash flows.

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

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

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

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

Our failure to compete successfully may hinder our growth.

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

o     the development of new online advertising media and methods;

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

o     the ability to attract and retain qualified personnel;

o     changing demands regarding customer service and support;

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

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

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

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

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

Privacy concerns may prevent us from collecting user data.

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

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

<PAGE>

We face risks associated with technological changes.

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

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

On March 28, 2006, the Shareholders ratified the Board of Director's actions
taken for further issuance of S-8 Shares from Non-Qualified Incentive Stock
Compensation Plan (Form S-8 filed with the Commission on January 9, 2006) in the
amount of 200,000 shares.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

                                INDEX TO EXHIBITS
                                       OF
                           ASIA GLOBAL HOLDINGS CORP.

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

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

            32    Section 1350 Certifications.


(b) None.

<PAGE>

SIGNATURES

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

                              ASIA GLOBAL HOLDINGS CORP.

                                  (Registrant)

Date:  October 10, 2006       By:  /s/ Michael Mak
                                   --------------------------------------------
                                   Michael Mak, President