UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM 10-Q





 ̈
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934


For
the quarter ended June 30, 2010





-OR-





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF 1934


For
the transition period
from                               to




Commission
File Number 333-64804





ASIA
GLOBAL HOLDINGS CORP.


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


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




(Zip
      code)Room
      901, Haleson Building1
      Jubilee StreetCentral,
      Hong Kong(Address
      of principal executive offices)





Issuer’s
telephone number, including area code:(+852)2850 7680


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


(Former
address: 32/F Tower 1, Millenium City, 388 Kwun Tong Road, Kwun Tong, Kowloon,
Hong Kong)





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


Yes 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.





Large accelerated filer  ̈     Accelerated filer  ̈     Non-accelerated filer  ̈     Smaller reporting company x





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


Yes   ̈
  No  x





The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of August 10, 2010 was 242,138,400 shares, all of one class of
$0.001 par value Common Stock.










ASIA
GLOBAL HOLDINGS CORP.


FORM
10-Q


Quarter
Ended June 30, 2010


TABLE
OF CONTENTS





PagePART
      I— FINANCIAL INFORMATIONItem 1
              Financial
      Statements (Unaudited)Condensed
      Consolidated Balance Sheets as of June 30, 2010 and September 30,
      2009
              F-2Condensed
      Consolidated Statements of Operations and Comprehensive Loss for the Three
      and Nine Months Ended June 30, 2010 and 2009
              F-3Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended June 30,
      2010 and 2009
              F-4Condensed
      Consolidated Statements of Stockholders’ Deficit for the Period from
      January 2, 2009 (Inception) to September 30, 2009 and for the Nine Months
      Ended June 30, 2010
              F-5Notes
      to Condensed Consolidated Financial Statements For the Nine Months Ended
      June 30, 2010
              F-6 - F-12Item 2
              Managements
      Discussion and Analysis of Financial Condition and Results of
      Operation
              3Item 3
              Quantitative
      and Qualitative Disclosures About Market Risk
              6Item 4T
              Controls
      and Procedures
              6PART
      II—OTHER INFORMATIONItem 1
              Legal
      Proceedings
              6Item 1A
              Risk
      Factors
              6Item 2
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              7Item 3
              Defaults
      Upon Senior Securities
              7Item 4
              Submission
      of Matters to a Vote of Security Holders
              7Item 5
              Other
      Information
              7Item 6
              Exhibits
              7SIGNATURES
              8


2





ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)





INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)





PageCondensed
      Consolidated Balance Sheets as of June 30, 2010 and September 30,
      2009
              F-2Condensed
      Consolidated Statements of Operations And Comprehensive Loss for the Three
      and Nine Months ended June 30, 2010 and 2009
              F-3Condensed
      Consolidated Statements of Cash Flows for the Nine Months ended June 30,
      2010 and 2009
              F-4Condensed
      Consolidated Statement of Stockholders’ Deficit for the Period from
      January 2, 2009 (Inception) to September 30, 2009 and for the Nine Months
      ended June 30, 2010
              F-5Notes
      to Condensed Consolidated Financial Statements
              F-6 – F-12





F-1


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF JUNE 30, 2010 AND SEPTEMBER 30, 2009


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


(Unaudited)





June 30, 2010
                                              
                                              
                                              September 30, 2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                                              
                                              $
                                              42,393
                                              
                                              
                                              $
                                              1,001Accounts
      receivable
                                              
                                              
                                              32,513
                                              
                                              
                                              
                                              57,692Total
      current assets
                                              
                                              
                                              74,906
                                              
                                              
                                              
                                              58,693Non-current
      assets:Plant
      and equipment, net
                                              
                                              
                                              1,198
                                              
                                              
                                              
                                              1,018TOTAL
      ASSETS
                                              
                                              $
                                              76,104
                                              
                                              
                                              $
                                              59,711LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                              
                                              $
                                              46,225
                                              
                                              
                                              $
                                              34,872Income
      tax payable
                                              
                                              
                                              3,148
                                              
                                              
                                              
                                              3,148Amount
      due to a director
                                              
                                              
                                              52,279
                                              
                                              
                                              
                                              6,203Amount
      due to a stockholder
                                              
                                              
                                              51,282
                                              
                                              
                                              
                                              51,282Total
      current liabilities
                                              
                                              
                                              152,934
                                              
                                              
                                              
                                              95,505Commitments
      and contingenciesStockholders’
      deficit:Series
      A, convertible preferred stock, $0.001 par value; 500,000 shares
      authorized; 250,000 shares issued and outstanding shares as of June 30,
      2010 and September 30, 2009
                                              
                                              
                                              250
                                              
                                              
                                              
                                              250Common
      stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares
      issued and outstanding as of June 30, 2010 and September 30,
      2009
                                              
                                              
                                              242,138
                                              
                                              
                                              
                                              242,138Accumulated
      deficit
                                              
                                              
                                              (319,218
                                              )
                                              
                                              
                                              (278,182
                                              )Total
      stockholders’ deficit
                                              
                                              
                                              (76,830
                                              )
                                              
                                              
                                              (35,794
                                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                              
                                              $
                                              76,104
                                              
                                              
                                              $
                                              59,711





See
accompanying notes to condensed consolidated financial statements.




F-2




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


FOR
THE THREE AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009


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


(Unaudited)





Three months ended June 30,
                  
                  
                  Nine months ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Revenues,
      net
                  
                  $
                  32,513
                  
                  
                  $
                  -
                  
                  
                  $
                  32,513
                  
                  
                  $
                  -Cost
      of revenue
                  
                  
                  (15,000
                  )
                  
                  
                  -
                  
                  
                  
                  (15,000
                  )
                  
                  
                  -Gross
      profit
                  
                  
                  17,513
                  
                  
                  
                  -
                  
                  
                  
                  17,513
                  
                  
                  
                  -Operating
      expenses:Selling,
      general and administrative
                  
                  
                  (17,182
                  )
                  
                  
                  -
                  
                  
                  
                  (58,549
                  )
                  
                  
                  -Income
      (loss) before income taxes
                  
                  
                  331
                  
                  
                  
                  -
                  
                  
                  
                  (41,036
                  )
                  
                  
                  -Income
      tax expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      INCOME (LOSS)
                  
                  $
                  331
                  
                  
                  $
                  -
                  
                  
                  $
                  (41,036
                  )
                  
                  $
                  -Net
      income (loss) per share – Basic and diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00Weighted
      average common stock outstanding – Basic and diluted
                  
                  
                  242,138,400
                  
                  
                  
                  242,138,400
                  
                  
                  
                  242,138,400
                  
                  
                  
                  242,138,400





See
accompanying notes to condensed consolidated financial statements.




F-3




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009


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


(Unaudited)





Nine
      months ended June 302010
                              
                              
                              2009Cash
      flows from operating activities:Net
      loss
                              
                              $
                              (41,036
                              )
                              
                              $
                              -Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                              
                              
                              216
                              
                              
                              
                              -Changes
      in operating assets and liabilities:Accounts
      receivable
                              
                              
                              25,179
                              
                              
                              
                              -Accounts
      payable and accrued liabilities
                              
                              
                              11,353
                              
                              
                              
                              -Net
      cash used in operating activities
                              
                              
                              (4,288
                              )
                              
                              
                              -Cash
      flows from investing activities:Purchase
      of plant and equipment
                              
                              
                              (396
                              )
                              
                              
                              -Net
      cash used in investing activities
                              
                              
                              (396
                              )
                              
                              
                              -Cash
      flows from financing activities:Advances
      from a director
                              
                              
                              46,076
                              
                              
                              
                              -Net
      cash provided by financing activities
                              
                              
                              46,076
                              
                              
                              
                              -NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                              
                              
                              41,392
                              
                              
                              
                              -CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                              
                              
                              1,001
                              
                              
                              
                              -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                              
                              $
                              42,393
                              
                              
                              $
                              -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                              
                              $
                              -
                              
                              
                              $
                              -Cash
      paid for interest
                              
                              $
                              -
                              
                              
                              $
                              -





See
accompanying notes to condensed consolidated financial
statements..


F-4


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT


FOR
THE PERIOD FROM JANUARY 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
AND


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





TotalSeries A, convertible preferred
      stock
                              
                              
                              Common stock
                              
                              
                              Accumulated
                              
                              
                              stockholders’No. of share
                              
                              
                              Amount
                              
                              
                              No. of share
                              
                              
                              Amount
                              
                              
                              deficit
                              
                              
                              deficitBalance
      as of January 2, 2009 (Inception)
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              100,000,000
                              
                              
                              $
                              100,000
                              
                              
                              $
                              (99,900
                              )
                              
                              $
                              100Shares
      effectively issued to former AAGH shareholders as part of the September
      29, 2009 recapitalization
                              
                              
                              250,000
                              
                              
                              
                              250
                              
                              
                              
                              142,138,400
                              
                              
                              
                              142,138
                              
                              
                              
                              (183,670
                              )
                              
                              
                              (41,282
                              )Net
      income for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,388
                              
                              
                              
                              5,388Balance
      as of September 30, 2009
                              
                              
                              250,000
                              
                              
                              
                              250
                              
                              
                              
                              242,138,400
                              
                              
                              
                              242,138
                              
                              
                              
                              (278,182
                              )
                              
                              
                              (35,794
                              )Net
      loss for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (41,036
                              )
                              
                              
                              (41,036
                              )Balance
      as of June 30, 2010
                              
                              
                              250,000
                              
                              
                              $
                              250
                              
                              
                              
                              242,138,400
                              
                              
                              $
                              242,138
                              
                              
                              $
                              (319,218
                              )
                              
                              $
                              (76,830
                              )





See
accompanying notes to condensed consolidated financial
statements.


F-5


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





NOTE
      - 1
            BASIS
      OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.





In the
opinion of management, these unaudited condensed consolidated financial
statements reflect all normal and recurring adjustments considered necessary to
state fairly the results for the periods presented. The results for the nine
months ended June 30, 2010 are not necessarily indicative of the results to be
expected for the entire fiscal year ending September 30, 2010 or for any future
period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the audited financial statement of Ultra
Professional Limited for the period from January 2, 2009 (Inception) to
September 30, 2009.





NOTE
      - 2
            ORGANIZATION
      AND BUSINESS BACKGROUND





Asia
Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of
Nevada on February 1, 2002 as Longbow Mining Inc. On May 12, 2004, the Company
changed its name to “BonusAmerica Worldwide Corporation”. On June 6, 2006, the
Company further changed its current company name to “Asia Global Holdings
Corp.”





On
September 29, 2009, the Company entered into an agreement for the purchase of
all the outstanding shares of common stock of Ultra Professional Limited (“UPL”,
a company incorporated under the laws of the British Virgin Islands), by issuing
100,000,000 shares of common stock of the Company to the sole shareholder of
UPL. This share exchange transaction resulted in the shareholder of UPL
obtaining a majority voting interest in the Company.





On
September 30, 2009, the Company entered into and closed agreement to sell its
wholly-owned subsidiary, Sino Trade-Intelligent Development Corp., Limited (a
corporation organized under the laws of the Hong Kong Special Administrative
Region), to Ms. Jie Xu, for US$1. This transaction was negotiated at
arms-length. Ms. Jie Xu is not an affiliate of any of the Company’s
shareholders.





On
December 21, 2009, the Board of Directors of the Company authorized a change in
the Company’s fiscal year end to September 30 from December 31. This change of
fiscal year was made to align the Company’s fiscal year with the fiscal year of
UPL, the Company’s operating subsidiary.





After the
consummation of the share exchange transaction, the sole shareholder of UPL, Mr.
Kwong-Lim Liang was appointed as director and held approximately 34% of the
voting rights as a major shareholder in the combined entity.





UPL was
incorporated in the British Virgin Islands as a BVI Business Company under the
BVI Business Companies Act, 2004, on January 2, 2009. Its principal business is
engaged in the provision of advertising consultation service in Hong Kong and
the People’s Republic of China and commenced operation in July
2009.





The stock
exchange transaction has been accounted for as a reverse acquisition and
recapitalization of the Company whereby UPL is deemed to be the accounting
acquirer (legal acquiree) and the Company to be the accounting acquiree (legal
acquirer). The accompanying condensed consolidated financial statements are in
substance those of UPL, with the assets and liabilities, and revenues and
expenses, of the Company being included effective from the date of the reverse
acquisition. The Company is deemed to be a continuation of the business of
UPL.


F-6


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





Accordingly,
the accompanying condensed consolidated financial statements include the
following:





(1)         the
balance sheet consists of the net assets of the accounting acquirer at
historical cost and the net assets of the accounting acquiree at historical
cost;





(2)         the
financial position, results of operations, and cash flows of the accounting
acquirer for all periods presented as if the recapitalization had occurred at
the beginning of the earliest period presented and the operations of the
accounting acquiree from the date of stock exchange transaction.





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





NOTE
      - 3
            GOING
      CONCERN UNCERTAINITIES





The
accompanying condensed consolidated financial statements have been prepared
using the going concern basis of accounting, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.





For the
nine months ended June 30, 2010, the Company has experienced a net loss of
$41,036 with an accumulated deficit of $319,218 as of that date. The
continuation of the Company as a going concern through June 30, 2011 is
dependent upon the continued financial support from its
stockholders.





These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets and liabilities that may result in the Company not
being able to continue as a going concern.





NOTE
      - 4
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





The
accompanying condensed consolidated financial statements reflect the application
of certain significant accounting policies as described in this note and
elsewhere in the accompanying condensed consolidated financial statements and
notes.





·
              Use
      of estimates





In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the periods
reported. Actual results may differ from these estimates.





·
              Basis
      of consolidation





The
condensed consolidated financial statements include the financial statements of
AAGH and its wholly-owned subsidiary. All significant inter-company balances and
transactions within the Company have been eliminated.





·
            Cash
      and cash equivalents


F-7


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





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





·
            Plant
      and equipment





Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational:





Depreciable lifeOffice
      equipment
              
              5
      years





Expenditure
for maintenance and repairs is expensed as incurred. The gain or loss on the
disposal of plant and equipment is the difference between the net sales proceeds
and the carrying amount of the relevant assets and is recognized in the
statement of operations.





Depreciation
expense for the three months ended June 30, 2010 and 2009 was $72 and $0,
respectively.





Depreciation
expense for the nine months ended June 30, 2010 and 2009 was $216 and $0,
respectively.





·
            Impairment
      of long-lived assets





Long-lived
assets primarily include plant and equipment. In accordance with the provisions
of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived
Assets”, the Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be fully recoverable. If the total of the expected
undiscounted future net cash flows is less than the carrying amount of the
asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. There has been no impairment as of June 30,
2010.





·
            Revenue
      recognition





In
accordance with ASC Topic 605, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.





The
Company derives its revenue from the provision of advertising consultation
service, based upon the customers’ specification. The service contracts are
billed either on a fixed-fee basis or on a time-and-material basis. Generally,
the Company recognizes revenue as services are performed and accepted by the
customer.





·
            Income
      taxes





The
Company adopts ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes which prescribes the recognition
threshold and measurement attributes for financial statement recognition and
measurement of tax positions taken or expected to be taken on a tax return. In
addition, the guidance requires the determination of whether the benefits of tax
positions will be more likely than not sustained upon audit based upon the
technical merits of the tax position. For tax positions that are determined to
be more likely than not sustained upon audit, a company recognizes the largest
amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.


F-8


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





For the
nine months ended June 30, 2010, the Company did not have any interest and
penalties associated with tax positions. As of June 30, 2010, the Company did
not have any significant unrecognized uncertain tax positions.





The
Company conducts major businesses in Hong Kong and is subject to tax in its own
jurisdiction. As a result of its business activities, the Company will file
separate tax returns that are subject to examination by the foreign tax
authority.





·
            Foreign
      currencies translation





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





The
reporting currency of the Company is United States Dollars ("US$"). The Company
maintains its books and records in its local currency, Hong Kong Dollars
("HK$"), which is functional currency as being the primary currency of the
economic environment in which the entity operates. The Company adopts ASC Topic
830-30, “Translation of
Financial Statement”, to translate the financial
statement into US$ from HK$, using the exchange rate on the balance sheet date
as to assets and liabilities. Revenues and expenses are translated at average
rates prevailing during the period. The gains and losses resulting from
translation of financial statements of foreign subsidiary are recorded as a
separate component of accumulated other comprehensive income within the
statement of stockholders’ equity. For the three and nine months ended June 30,
2010 and 2009, the impact of foreign currencies translation is insignificant and
no comprehensive income or loss is recorded.





·
            Related
      parties





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





·
            Segment
      reporting





ASC Topic
280, “Segment
Reporting” establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business
segments and major customers in financial statements. The Company operates in
one reportable operating segment in Hong Kong.





·
            Fair
      value measurement





ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable inputs.
These tiers include: Level 1, defined as observable inputs such as quoted prices
in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions.


F-9


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.





·
            Financial
      instruments





Cash and
cash equivalents, accounts payable and accrued liabilities, income tax payable
and amount due to a director and a stockholder, are carried at cost which
approximates fair value.





·
            Recent
      accounting pronouncements





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





In
September 2009, the Financial Accounting Standard Board (“FASB”) issued certain
amendments as codified in ASC Topic 605-25, “Revenue Recognition;
Multiple-Element Arrangements.”These amendments provide clarification on
whether multiple deliverables exist, how the arrangement should be separated,
and the consideration allocated. An entity is required to allocate revenue in an
arrangement using estimated selling prices of deliverables in the absence of
vendor-specific objective evidence or third-party evidence of selling price.
These amendments also eliminate the use of the residual method and require an
entity to allocate revenue using the relative selling price method. The
amendments significantly expand the disclosure requirements for
multiple-deliverable revenue arrangements. These provisions are to be applied on
a prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010, with earlier application
permitted. The Company will adopt the provisions of these amendments in its
fiscal year 2011 and is currently evaluating the impact of these amendments to
its consolidated financial statements.





In March
2010, the FASB issued Accounting Standards Update (“ASU”) 2010-11, “Derivatives and Hedging (Topic 815)
— Scope Exception Related to Embedded Credit Derivatives.” ASU 2010-11
clarifies that the only form of an embedded credit derivative that is exempt
from embedded derivative bifurcation requirements are those that relate to the
subordination of one financial instrument to another. As a result, entities that
have contracts containing an embedded credit derivative feature in a form other
than such subordination may need to separately account for the embedded credit
derivative feature. The provisions of ASU 2010-11 will be effective on July 1,
2010 and are not expected to have a significant impact on the Company’s
consolidated financial statements.





In April
2010, the FASB issued ASU 2010-13, Compensation –Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security
Trades. ASU 2010-13 provides guidance on the classification of a
share-based payment award as either equity or a liability. A share-based payment
that contains a condition that is not a market, performance, or service
condition is required to be classified as a liability. ASU 2010-13 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010 and is not expected to have a significant impact on the
Company’s financial statements.


F-10





ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010


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


(Unaudited)





In May
2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830):
Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The
amendments in ASU 2010-19 are effective as of the announcement date of March 18,
2010. The Company does not expect the provisions of ASU 2010-19 to have a
material effect on the financial position, results of operations or cash flows
of the Company.





In July
2010, the FASB issued new accounting guidance that will require additional
disclosures about the credit quality of loans, lease receivables and other
long-term receivables and the related allowance for credit losses. Certain
additional disclosures in this new accounting guidance will be effective for the
Company on December 31, 2010 with certain other additional disclosures that will
be effective on March 31, 2011. The Company does not expect the adoption of this
new accounting guidance to have a material impact on its consolidated financial
statements




NOTE
      - 6
            AMOUNT
      DUE TO A DIRECTOR





As of
June 30, 2010, amount due to a director, Mr. Kwong-Lim Liang represented
temporary advances, which were unsecured, interest free and repayable on demand.
The imputed interest on this amount is not significant.




NOTE
      - 7
            AMOUNT
      DUE TO A STOCKHOLDER





As of
June 30, 2010, amount due to a stockholder, Sina Dragon Holdings Limited
represented temporary advances, which were unsecured, interest free and
repayable on demand. The imputed interest on this amount is not
significant.




NOTE
      - 8
            INCOME
      TAXES





During
the nine months ended June 30, 2010, the Company has a subsidiary that operates
in Hong Kong and is subject to tax in the jurisdictions in which it operates, as
follows:





United
States of America





AAGH is
registered in the State of Nevada and is subject to United States of America tax
law. The Company has an operating loss of $5,251 for the nine months ended June
30, 2010.





Hong
Kong





UPL is
subject to the Hong Kong Profits Tax at the statutory rate of 16.5% and 16.5%
for the nine months ended June 30, 2010 and 2009 on the assessable income for
the periods presented.




F-11


ASIA
GLOBAL HOLDINGS CORP.
 (Successor
of Ultra Professional Limited)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


For the
nine months ended June 30, 2010, the Company incurred an operating loss for
income tax purposes and was exempted from Hong Kong Profits Tax. A
reconciliation of loss before income taxes to the effective income tax rate as
follows:





Nine months ended June 30,2010
                
                
                2009Loss
      before income taxes
                
                $
                (35,785
                )
                
                $
                -Statutory
      income tax rate
                
                
                16.5
                %
                
                
                16.5
                %Income
      tax expense at statutory tax rate
                
                
                (5,904
                )
                
                
                -Tax
      effect from non-deductible items
                
                
                36
                
                
                
                -Tax
      effect form tax allowance
                
                
                (70
                )Net
      operating loss carryforwards
                
                
                5,938
                
                
                
                -Income
      tax expense
                
                $
                -
                
                
                $
                -





As of
June 30, 2010, UPL has incurred $35,991 of cumulative net operating loss
carryforwards for Hong Kong tax purpose at no expiration and no benefit for
income tax has been recognized as the management believes it is more likely than
not that these assets will not be realized in the future.





NOTE
      - 9
            COMMITMENTS
      AND CONTINGENCIES





The
Company currently does not have any formal rent agreements on office premises
and pays the rent expense at a fixed sum on a monthly basis. The Company
incurred rent expense of $3,808 and $0 for the nine months ended June 30, 2010
and 2009.




F-12


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





The
following review concerns the three and nine months ended June 30, 2010 and
2009, which should be read in conjunction with the audited financial statements
of Ultra Professional Limited presented in the Form 8-K.





Forward
Looking Statements





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





Overview
and Future Plan of Operations





Effective
September 28, 2009, Mr. Michael Mak (and his 100% owned affiliate Stanford
International Holding Corporation) sold 33,500,000 common shares of the Company,
and 250,000 shares of Series A, convertible preferred stock of the Company, to
Sina Dragon Holdings Limited, for an aggregate of US$10,000 cash paid to Mr. Mak
and Stanford International Holding Corporation. The shares were sold as
restricted securities.





The
common shares represent 23% of the total 142,138,400 outstanding common shares.
The 250,000 Series A, convertible preferred stock is convertible into 50,000,000
shares of common stock. However, the purchased shares together represent 36.5%
of the voting rights of shareholders, as the holders of preferred and common
shares vote together on all matters presented to shareholders (as provided in
the Designation of Preferred Shares (Exhibit 3.1 to the Form 8-K filed on
October 27, 2006)), and the holder of the preferred shares is entitled to vote
the shares as if converted to common stock. The formula for determining the
votes which the holder of preferred shares is entitled to cast is set forth in
the Designation.





Sina
Dragon Holdings Limited, a private Hong Kong investment company,  is
100% owned by Mr. Stanley Lai, who is its sole officer and
director.   Mr. Ping-Shun Lai (brother of Mr. Stanley Lai) now is
the sole director and officer of the Company.  The Board of Directors
thus appointed Mr. Ping-Shun Lai as Chief Executive Officer, Interim Chief
Financial Officer, Secretary and Treasurer of the Company.  Following
his appointment, Mr. John A. Leper and Mr. Hin Lee Kwong resigned as officers
and directors. Mr. Ping-Shun Lai (age 63) has more than 40 years of experience
in running manufacturing operations in Hong Kong and the People’s Republic of
China (the “PRC”), and has established relationships with high-level personnel
within different Ministries of the PRC.  Since 1999, Mr. Lai has been
a consultant and director for Teams Uniform Specialist Co., Ltd., a garment
manufacturing company based in Hong Kong.  We believe this change of
control will be beneficial to the long term growth of the Company.





Currently


On
September 29, 2009, the Company entered into an agreement for the purchase of
all the outstanding shares of common stock of Ultra Professional Limited (“UPL”)
(a company incorporated under the laws of the British Virgin Islands), by
issuing 100,000,000 common shares of the Company to the sole shareholder of UPL
(Mr. Lim-Kwong Liang).  The acquisition was closed as of September 29,
2009.  Prior to his acquisition of the Company shares, Mr. Liang was
not an affiliate of the Company.  He is not an affiliate of any of the
Company’s shareholders.  The shares were issued to Mr. Liang as
restricted securities under rule 144.




3


UPL
(established in January 2009 and based in Hong Kong) provides consulting
services to foreign and local (PRC) companies seeking to begin or re-organize
advertising programs in the PRC.  Mr. Liang, a director of UPL, has 20
years of experience in structuring advertising contracts for foreign and PRC
import and export businesses.  Since 1999, Mr. Liang has been director
and a principal owner of Nina Limited., a Hong Kong based private trading
company.All
business advertising in the PRC must comply with local and central government
regulations as to content and means of publication.  UPL uses Mr.
Liang’s extensive contacts and experience with government officials to help
clients organize and maintain advertising programs that are
compliant.





UPL’s
services are billed to clients on an individual project basis, either on a fixed
cost whole project basis, or by installments as a project completes each phase
of the project.   UPL also may enter into joint ventures with
selected clients to set up advertising agencies in the
PRC.  Currently, UPL is also conducting discussion with other
companies regarding business co-operation on Apple mobile applications and
related products and technologies.





On
September 30, 2009, the Company entered into and closed agreement to sell its
wholly-owned subsidiary Sino Trade-Intelligent Development Corp., Limited (a
corporation organized under the laws of the Hong Kong Special Administrative
Region), to Ms. Jie Xu, for US$1.  This transaction was negotiated at
arms-length.  Ms. Jie Xu is not an affiliate of any of the Company’s
shareholders.





On
December 21, 2009, the Board of Directors of Asia Global Holdings Corp.
authorized a change in the Company’s fiscal year end to September 30 from
December 31.  This change of fiscal year was made to align the
Company’s fiscal year with the fiscal year of Ultra Professional Limited, the
Company’s operating subsidiary.





Results
of Operations for the Three Months Ended June 30, 2010 and
2009





UPL commenced
business in July 2009; during the three months ended June 30, 2010 the Company
experienced a net income of $331 with operating revenues of
$32,513.





Revenues


During
the three months ended June 30, 2010, we had revenues of $32,513. The Company
has not been established prior to July of 2009 and there was no comparable
figure for the three months ended June 30, 2009.





Cost
of Revenue


For the
three months ended June 30, 2010, cost of revenue was $15,000. The Company has
not been established prior to July of 2009 and there was no comparable figure
for the three months ended June 30, 2009.





Operating
expenses


For the
three months ended June 30, 2010, operating expenses totaled $17,182 which
were attributable primarily to selling, general and administrative expenses. The
Company has not been established prior to July of 2009 and there was no
comparable figure for the three months ended June 30, 2009.





Net
Loss


For the
three months ended June 30, 2010, we experienced a net income of $331. The
Company has not been established prior to July of 2009 and there was no
comparable figure for the three months ended June 30, 2009.





Results
of Operations for the Nine Months Ended June 30, 2010 and 2009





UPL
commenced business in July 2009; during the nine months ended June 30, 2010 the
Company experienced a net loss of $41,036 with operating revenues of
$32,513.





Revenues


During
the nine months ended June 30, 2010, we had revenues of $32,513. The Company has
not been established prior to July of 2009 and there was no comparable figure
for the nine months ended June 30, 2009.





Cost
of Revenue


For the
nine months ended June 30, 2010, cost of revenue was $15,000. The Company has
not been established prior to July of 2009 and there was no comparable figure
for the nine months ended June 30, 2009.




4


Operating
expenses


For the
nine months ended June 30, 2010, operating expenses totaled $58,549 which were
attributable primarily to selling, general and administrative expenses. The
Company has not been established prior to July of 2009 and there was  no
comparable figure for the nine months ended June 30, 2009.





Net
Loss


For the
nine months ended June 30, 2010, we experienced a net loss of $41,036. The
Company has not been established prior to July of 2009 and there was no
comparable figure for the nine months ended June 30, 2009.





Liquidity
and Capital Resources





Cash
flows from operating activities


For
the nine months ended June 30, 2010, we experienced net cash used in
operating activities of $4,288.  The amount can be attributable to a
net loss of $41,036 offset by decrease in accounts receivable of $25,179
and increase in accounts payable and accrued liabilities of
$11,353.





Cash
flows from investing activities


Net cash
used in investing activities for the nine months ended June 30, 2010 was $396
attributable to purchase of plant and equipment.





Cash
flows from financing activities


Net cash
provided by financing activities for the nine months ended June 30, 2010 was
$46,076 attributable to advances from a director.





Liquidity


Our
liquidity will depend largely on our revenue growth and our ability to control
our operating expense.  Over the upcoming twelve months, we expect to
spend approximately $150,000 for operating expenses assuming revenue growth and
no major change in business development strategies, which include current
discussions with other companies regarding their advertising needs for business
co-operation strategies involving Apple mobile applications and related products
and technologies .  We expect to meet these capital needs from sales
revenues and, to the extent we do not have sufficient revenues, from other
external sources of financing.





On a
long-term basis, our liquidity will be dependent on establishing profitable
operations, receipt of revenues, additional infusions of capital and additional
financing. If necessary, we may raise capital through an equity or debt offering
for further expansion. The funds raised from such an offering would be used to
further develop and expand our current 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.





Management
believes the Company has the ability to continue as a going concern if it can
meet its financing requirements through external sources of financing or sales
revenue generated from its business. Management is reviewing all aspects of its
business and is actively pursuing business advertising opportunities that can
generate revenue in the future.  Although there is no assurance in the
success of these opportunities, management believes that it has the ability to
borrow additional funds from third parties that will be sufficient to fund its
operation for the next twelve months.





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.




5


Income
taxes


We adopt
Accounting Standards Codification Topic 740, “Income Taxes” regarding accounting
for uncertainty in income taxes prescribes the recognition threshold and
measurement attributes for financial statement recognition and measurement of
tax positions taken or expected to be taken on a tax return. In addition, the
guidance requires the determination of whether the benefits of tax positions
will be more likely than not sustained upon audit based upon the technical
merits of the tax position. For tax positions that are determined to be more
likely than not sustained upon audit, a company recognizes the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate
settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.





Employees


As of
June 30, 2010, we had 2 employees.  Additional employees are expected to be
added as business expansion warrants.





ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not
required for smaller reporting companies





ITEM
      4.
            CONTROLS
      AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures.





As of
June 30, 2010, the Company’s management, including its Chief Executive Officer
and Chief Financial Officer, completed an evaluation of the
effectiveness  of the Company’s disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended ("Exchange  Act").  Based
on that evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded:





(i)
            That
      the Company’s disclosure controls and procedures are designed to ensure
      (a) that information required to be disclosed by the Company in the
      reports it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in
      the Securities and Exchange Commission’s rules and forms; and (b) that
      such information is accumulated and communicated to the Company’s
      management, including the Chief Executive Officer and Chief Financial
      Officer, as appropriate, to allow timely decisions regarding required
      disclosure; and


(ii)
            That  the
      Company’s disclosure controls and procedures are
  effective.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2010, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





PART
II - OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





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





ITEM
      1A.
            RISK
      FACTORS





Not
required for smaller reporting companies





6


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





None.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.





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





None.





ITEM
      5.
            OTHER
      INFORMATION





None





ITEM
      6.
            EXHIBITS





3(i)(a)
            Articles
      of Incorporation filed with the Nevada Secretary of State on February 1,
      2002 (Exhibit 3.1 to Registration Statement on Form SB-2 filed with the
      Commission on April 25, 2002)





3(i)(b)
            First
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on May 20, 2004 (Exhibit 3.1 to Form 8-K/A filed with the Commission
      on May 26, 2004)





3(i)(c)
            Second
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on June 9, 2006 (Exhibit 3.1 to Form 8-K filed with the Commission
      on July 31, 2006)





3(i)(d)
            Third
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on August 22, 2006 (Exhibit 3.1 to Form 8-K filed with the
      Commission on September 13, 2006)





3(ii)(a)
            Bylaws
      (Exhibit 3.4 to Registration Statement on Form SB-2 filed with the
      Commission on April 25, 2002)





3(ii)(b)
            Amended
      Bylaws (Exhibit 3.2 to Form 10Q-SB filed with the Commission on February
      19, 2003)





10.1
            Common
      Stock Purchase Agreement (acquisition of Ultra Professional Ltd., dated
      September 29, 2009)





10.2
            Common
      Stock Purchase Agreement (disposition of Sino Trade Intelligent
      Development Corp. Limited, dated September 30,
  2009)





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





32.1
            Section
      1350 Certification of Chief Executive
Officer





32.2
            Section
      1350 Certification of Chief Financial
Officer




7





SIGNATURES




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




ASIA
      GLOBAL HOLDINGS CORP./s/Ping-Shun
      LaiDated:
      August 13, 2010
                
                Ping-Shun
      Lai, Chief Executive Officer
                  (Principal
      executive officer)





/s/Ping-Shun
      LaiDated:
      August 13, 2010
                
                Ping-Shun
      Lai, Interim Chief Financial Officer
                  (Principal
      financial officer)


8