**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM 10-QSB**









x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the quarter ended June 30,
                2006**




**-OR-**





o
            **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.**


**(Formerly
      known as “BonusAmerica Worldwide Corp.”)**


(Exact
      Name of Registrant as Specified in Its Charter)




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







**1601-1604
                CRE Centre**
              **889
                Cheung Sha Wan Road**
              **Kowloon,
                Hong Kong**(Address
                of principal executive offices)
            
            (Zip
                code)





Registrant’s
      telephone number, including area code: **213-243-1503**





Former
      address: 834 S. Broadway, 5 th Floor,
      Los Angeles, CA 90014 USA





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 þ No o





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





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




-
          1
          -





The
      number of shares outstanding of each of the Registrant’s classes of common
      stock, as of August 10, 2006 was 22,112,000 shares, all of one class of $0.001
      par value Common Stock.





**ASIA
      GLOBAL HOLDINGS CORPORATION**


**FORM
      10-QSB**


**Quarter
      Ended June 30, 2006**





**TABLE
      OF CONTENTS**


**FINANCIAL
                  INFORMATION**
              
              
              **PAGE**Item
                  1.  Consolidated Financial StatementsCondensed
                  Consolidated Balance Sheet as June 30, 2006 (unaudited)
              
              
              4Condensed
                  Consolidated Statement of Operations for the Three Monthsand
                  Six Ended June 30, 2006 and June 30, 2005
              
              
              5Condensed
                  Consolidated Statement of Cash Flow for the Six MonthsEnded
                  June 30, 2006 and June 30, 2005
              
              
              6Notes
                  to Consolidated Financial Statements
              
              
              7Item
                  2. Managements Discussion and Analysis of Financial Condition orPlan
                  of Operation
              
              
              10Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              
              
              13Item
                  4. Controls and Procedures
              
              
              13**PART
                  II—OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              
              13Item
                  1A Risk Factors
              
              
              13Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              26Item
                  3. Defaults Upon Senior Securities
              
              
              26Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              26Item
                  5. Other Information
              
              
              26**SIGNATURES**
              
              
              **27**




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          2
          -





**SPECIAL
      NOTE ON FORWARD LOOKING STATEMENTS**





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





In
      some
      cases, you can identify forward-looking statements by terminology such as "may,"
      "should," "expects," "plans," "anticipates," "believes," "estimates,"
      "predicts," "potential," "proposed," "intended," or "continue" or the negative
      of these terms or other comparable terminology. You should read statements
      that
      contain these words carefully, because they discuss our expectations about
      our
      future operating results or our future financial condition or state other
      "forward-looking" information. There may be events in the future that we are
      not
      able to accurately predict or control. Before you invest in our securities,
      you
      should be aware that the occurrence of any of the events described in this
      Quarterly 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.





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          3
          -


**PART
      1: FINANCIAL INFORMATION**





**Asia
      Global Holdings Corp. (** **formerly
      known as BonusAmerica Worldwide**


**Corp.)
      and Subsidiaries**


**Condensed
      Consolidated Balance Sheet**




June
                30,2006
                (Unaudited)
            
            
            December
                31, 2005
              (audited)ASSETSCurrent
                assetsCash
                and cash equivalents
            
            $
            8,702
            
            
            49,134Restricted
                cash
            
            
            284,138
            
            
            279,365Accounts
                receivable
            
            
            1,565,053
            
            
            586,090Prepaid
                and other current assets
            
            
            581,655
            
            
            340,507Amount
                due from related parties
            
            
            119,327
            
            
            461,460Total
                current assets
            
            
            2,558,875
            
            
            1,716,556Property,
                plant, and equipment, net
            
            
            73,750
            
            
            97,681Intangible
                assets, net
            
            
            406,975
            
            
            546,623Total
                assets
            
            $
            3,039,600
            
            
            2,360,860LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilitiesBank
                overdraft, secured
            
            $
            25,507
            
            
            411Secured
                bank loan - current portion
            
            
            297,754
            
            
            85,471Letters
                of credit
            
            
            102,019
            
            
            100,641Accounts
                payable and accrued liabilities
            
            
            792,416
            
            
            574,348Income
                tax payable
            
            
            59,585
            
            
            194,793Amounts
                due to related parties
            
            
            2,949
            
            
            6,401Total
                current liabilities
            
            
            1,280,230
            
            
            962,065Long-term
                liabilitiesSecured
                bank loan
            
            
            99,715
            
            
            142,449Deferred
                taxation
            
            
            32,109
            
            
            32,109Total
                long-term liabilities
            
            
            131,824
            
            
            174,558Total
                liabilities
            
            
            1,412,054
            
            
            1,136,623


Stockholders'
                equityCommon
                stock, $0.001 par value; 75,000,000 shares authorized:Issued
                and outstanding:
            
            21,812
            
            19,8626/30/06:
                21,812,00012/31/05:
                19,862,000Other
                comprehensive income
            
            
            3,627
            
            
            3,711Additional
                paid-in capital
            
            
            1,392,645
            
            
            1,219,095Retained
                earnings
            
            
            209,462
            
            
            (18,431Total
                stockholders' equity
            
            
            1,627,546
            
            
            1,224,237Total
                liabilities and stockholders' equity
            
            $
            3,039,600
            
            
            2,360,860




See
      condensed notes to consolidated financial statements.




-
          4
          -




**Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corp.) and
      Subsidiaries Condensed Consolidated Statements of Operations**





Three
                Months Ended
            Six
                Months EndedJune
                30, 2006
              (Unaudited)
            
            
            June
                30, 2005
              (Unaudited)
            
            
            June
                30, 2006
              (Unaudited)
            
            
            June
                30, 2005
              (Unaudited)Revenues
            
            
            1,189,210
            
            
            649,383
            
            
            1,584,828
            
            
            1,309,325Cost
                of revenues
            
            
            (342,446
            )
            
            (166,630
            )
            
            (407,318
            )
            
            (213,157
            )Gross
                profit
            
            
            846,764
            
            
            482,753
            
            
            1,177,510
            
            
            1,096,168Selling,
                general and administrative expenses
            
            
            (326,627
            )
            
            (248,336
            )
            
            (701,896
            )
            
            (741,348
            )Depreciation
                and amortization
            
            
            (81,789
            )
            
            (108,509
            )
            
            (163,579
            )
            
            (218,175
            )Operating
                income
            
            
            438,348
            
            
            125,908
            
            
            312,035
            
            
            136,645Other
                income (expense)Other
                income
            
            
            6,914
            
            
            10,219
            
            
            63,044
            
            
            14,598Interest
                expenses
            
            
            (9,992
            )
            
            -
            
            
            (16,724
            )
            
            -Total
                other income (expense)
            
            
            (3,078
            )
            
            10,219
            
            
            46,320
            
            
            14,598Income
                before income taxes
            
            
            435,270
            
            
            136,127
            
            
            358,355
            
            
            151,243Provision
                for income taxes
            
            
            (99,692
            )
            
            (64,872
            )
            
            (130,462
            )
            
            (78,974
            )Net
                income
            
            $
            335,578
            
            $
            71,255
            
            $
            227,893
            
            $
            72,269Basic
                and diluted income per share:
            
            $
            0.02
            
            $
            -
            
            $
            0.01
            
            $
            -Basic
                and diluted weighted average shares outstanding
            
            
            21,583,271
            
            
            19,862,000
            
            
            21,787,556
            
            
            19,862,000





See
      condensed notes to consolidated financial statements.




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          5
          -




**Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corp.) and
      Subsidiaries Condensed Consolidated Statement of Cash Flows**


Six
                Months EndedJune
                30, 2006
              (Unaudited)
            
            
            June
                30, 2005
              (Unaudited
            )Cash
                flows from operating activities:Net
                income
            
            $
            227,893
            
            $
            72,269Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Common
                stock issued for services rendered
            
            
            175,500
            
            
            -Depreciation
                and amortization
            
            
            163,579
            
            
            218,175Provision
                for income taxes
            
            
            130,462
            
            
            78,974Changes
                in operating assets:Accounts
                receivable
            
            
            (978,963
            )
            
            39,609Inventories
            
            
            -
            
            
            113,029Prepaid
                and other current assets
            
            
            (241,148
            )
            
            (23,897
            )Accounts
                payable and accrued liabilities
            
            
            218,068
            
            
            (95,621
            )Income
                tax
            
            
            (265,670
            )
            
            (1,323
            )Net
                cash (used in) provided by operating activities
            
            
            (570,279
            )
            
            401,215Cash
                flows from investing activities:Increase
                in restricted cash
            
            
            (4,773
            )
            
            -Purchases
                of equipment
            
            
            -
            
            
            (2,515
            )Cash
                paid for intangible assets
            
            
            -
            
            
            (47,102
            )Net
                cash used in investing activities
            
            
            (4,773
            )
            
            (49,617
            )Cash
                flows from financing activities:Bank
                overdraft
            
            
            25,096
            
            
            -Advances
                under letters of credit
            
            
            1,378
            
            
            -New
                bank loan raised
            
            
            253,018
            
            
            -Repayments
                of bank loan
            
            
            (83,470
            )
            
            -Loan
                from a director
            
            
            -
            
            
            (300,047
            )Repayment(Advance)
                to related parties
            
            
            338,681
            
            
            (199,919
            )Amounts
                due from (to) related parties
            
            
            -
            
            
            81,324Net
                cash provided by (used in) financing activities
            
            
            534,703
            
            
            (418,642
            )Net
                decrease in cash and cash equivalents
            
            
            (40,349
            )
            
            (67,044
            )Effect
                of foreign currencies on cash flows
            
            
            (83
            )
            
            (793
            )Cash
                and cash equivalents, beginning of period
            
            
            49,134
            
            
            88,317Cash
                and cash equivalents, end of period
            
            $
            8,702
            
            $
            20,480




See
      condensed notes to consolidated financial statements.




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          6
          -


**Asia
      Global Holdings Corp. (formerly known as**


**BonusAmerica
      Worldwide Corp.) and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2006**


**(Unaudited)**








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





On
      June
      6, 2006, Asia Global Holdings Corp. (the "Company" or " AAGH "
      or
      "we"), formerly known as BonusAmerica Worldwide Corp., filed a Certificate
      of
      Amendment with the Secretary of State of Nevada effectuating a name change
      of
      the Company from “BonusAmerica Worldwide Corp.” to “Asia Global Holdings Corp.”.
      On July 6, 2006 the Company filed a request with the National Association of
      Securities Dealers to change its name and symbol. The change of name and new
      symbol became effective on July 17, 2006. The Company's new trading symbol
      is
      AAGH. Effective July 17, 2006, the Company has relocated its headquarters from
      “834 S. Broadway, 5th Floor, Los Angeles, California” to “1601-1604 CRE Centre
      889 Cheung Sha Wan Road, Kowloon, Hong Kong”.





Asia
      Global Holdings Corp. 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 3 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 June 30, 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.





-
          7
          -




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





Certain
      comparative prior period amounts have been reclassified to conform to the
      current period's presentation.





**Going
      concern**





The
      accompanying 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 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 PER SHARE**





Basic
      and
      diluted net income per share is computed by dividing net income by the weighted
      average number of shares of common stock outstanding during the period. Diluted
      net income per share is computed by dividing net income 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 per share is the same.





**NOTE
      3 - RECENT ACCOUNTING PRONOUNCEMENTS**





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109, ” (FIN 48). 
FIN 48 clarifies the accounting for uncertainty in tax positions and requires
      that a Company recognize in its financial statements the impact of a tax
      position, if that position is more likely than not of being sustained on audit,
      based on the technical merits of the position.  The provisions of FIN 48
      are effective for fiscal years beginning after December 15, 2006. The
      adoption of SFAS No. 156 is not expected to have any impact on the Company’s
      financial statements.





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 - CONCENTRATIONS OF CREDIT RISK**





|· | Supplier
              risk - As of June 30, 2006, the Company had six vendors that each
              accounted for more than 10% of trade payables. If these vendors were
              unavailable to provide services in a timely manner and the Company
              was
              unable to find alternative vendors, the Company's business, operating
              results and financial condition could be materially adversely affected.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Revenues
              and related account receivable - A majority of the Company’s revenues are
              generated by a few customers. If the Company was unable to obtain other
              customers, the Company's business, operating results and financial
              condition would be materially adversely affected.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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          8
          -




**NOTE
      5 - GEOGRAPHIC INFORMATION**





**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:





Six
                months ended
            
            
            Six
                months endedJune,
                30 2006
            
            
            June
                30, 2005United
                States
            
            
            1
            %
            
            3
            %Hong
                Kong
            
            
            99
            %
            
            20
            %China
            
            
            -
            
            
            77
            %





**NOTE
      6 - RESTRICTED CASH**





The
      Company maintains a cash reserve in the amount of $20,000 with a bank, which
      is
      restricted as to use as a requirement of the Company's merchant (credit card)
      account. The Company's wholly-owned subsidiary, Sino-Trade, maintains a pledged
      fixed deposit bearing interest at 4.1% as required per its bank financing
      agreement.


**NOTE
      7 - INCOME TAXES**




As
      of
      June 30, 2006, our deferred tax assets are fully offset by a valuation
      allowance. The Financial Accounting Standards Board’s Statement of Financial
      Accounting Standards No. 109 “Accounting for Income Taxes,” provides for
      the recognition of deferred tax assets if realization of such assets is more
      likely than not.





Provision
      for income taxes represents Hong Kong profits tax of $130,462 (2005: $78,974)
      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.


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 six months ended June
      30,
      2006 and 2005.





Income
      taxes payable at June 30, 2006 consists of Hong Kong taxes payable of $59,585.





**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.





Letter
      of
      credit. The Company’s subsidiary operating in Hong Kong is committed under
      certain letters of credit and other trust receipt loans issued by DBS Bank
      (Hong
      Kong) Ltd to totaling $102,019 expiring through July 2006.





Bank
      loans. The Company’s subsidiary operating in Hong Kong is committed under
      certain secured bank term loans bearing interest at the bank’s prime rate (8.25%
      at June 30, 2006), payable in monthly installments until paid in full. As of
      June 30, 2006, total amounts outstanding under bank loans was $397,469. Future
      commitments for the next 12 months subsequent to the the balance sheet date
      are
      as follows: 2007: $297,754; 2008: $85,470; and 2009: $14,245.




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          9
          -




Capital
      commitment. The Company’s subsidiary operating in Hong Kong is committed to
      purchasing a printing factory, Tung Sing Printing Factory, in China. The
      purchase contract is at the price of $641,026 and is expected to be completed
      on
      September 30, 2006. A deposit of $358,974 was paid as of June 30, 2006 and
      the
      balance of $282,052 is due on completion (September 30, 2006).





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 six months ended June 30, 2006 amounted to approximately $12,500 (2005:
      $50,700).





**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Amounts
      due from related parties. Amounts due from related parties. Amounts due from
      related parties are


unsecured,
      interest free and re-payable on demand and represent amounts due from entities
      under common control of the CEO/CFO of this Company totaling $119,327. Amounts
      due to related parties. Amounts due to related parties of $2,949 is attributed
      to amounts payable to a director and officer for accrued expenses incurred
      in
      the ordinary course of business.





**NOTE
      10 - STOCKHOLDERS' EQUITY**





During
      the six months ended June 30, 2006, 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 valued at the fair market
      value on the date of issuance. 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.





**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.





***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.*





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          10
          -




***Overview***





Asia
      Global Holdings 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 client 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 3 company sales locations, and 6
      outside agents, in 3 countries to a client base in Asia, North America, Europe,
      and Canada.





***Future
      Plan of Operations***





We
      are a
      direct marketing, Internet commerce and media company based in Hong Kong with
      offices in Los Angeles, California and mainland China. Our core business is
      media and advertising sales in China. We have a strong focus on building this
      segment and other business segments, organically or through the acquisition
      of
      companies - or participation in projects -- with high growth potential and
      strong management, in China and other emerging regions in Asia and
      worldwide.





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 June 30, 2006, we experienced a net income of $335,578.
      We expect to continue to experience profit as we have taken steps to further
      promote our business in China by increasing our sales force with the objective
      of continuing to increase the rate of selling new contracts for our advertising
      and media business in China. Because the new sales force expansion will utilize
      commission-only sales people, and because we have already experienced success
      with this strategy, we expect this effort to be profitable from the
      start.





***Results
      of Operations for the Three and Six Months Ended June 30, 2006 and June 30,
      2005***





*Revenues*





During
      the three and six month period ended June 30, 2006, our revenues increased
      83%
      and 21%, respectively, from the comparable period in the previous year as a
      result of increased sales of advertising contracts. In line with our strategy
      to
      keep our overhead as low as possible and simultaneously focus our in-house
      resources on our media and advertising business in China -- we have continued
      to
      optimize our sales efforts through an expanded sales force, and kept operating
      cost to a minimum by engaging a commission-only sales people for this expansion.




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          11
          -




*Selling,
      general and administrative expenses (“SGA”)*




SGA
      consists of advertising, salary and development & show expenses and
      accounted for 27% and $44% of revenues for the three and six months period
      ended
      June 30, 2006, respectively, compared to 38% and 57%, for the comparative prior
      period. Although SGA decreased as a result of moving the majority of operations
      to Asia, with the exception of only an administrative office in the U.S., SGA
      has increased overall as a result of continued marketing efforts from our sales
      force through outside commission-only agents and noncash charges for stock
      issued for services in lieu of payment of cash to certain consultants. Our
      SGA
      costs will increase in the future as a result of b usiness
      expansion and the increased costs associated with being a public company due
      to
      reporting requirements and eventually implementation of Sarbanes-Oxley Act
      of
      2002.





*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 June 30, 2006 and
      2005***





The
      Company currently has limited resources to maintain its current operations
      and
      meet its financing and other obligations. We anticipate additional capital
      must
      be raised through equity or debt offerings. If we are unable to obtain
      additional capital, we will be unable to operate and expand our business.





At
      June
      30, 2006, our working capital was $1,278,645 versus $754,491 at December 31,
      2005, with the increase primarily due to our increased accounts receivable
      due
      to our significant increase in sales during the quarter..





Cash
      flows (used in) provided by operating activities for the six month period ended
      June 30, 2006 were ($570,279) and primarily resulted from net income offset
      by
      (i) noncash charges for depreciation and amortization of $163,579, (ii) common
      stock issued for services of $175,500, (iii) increases in accounts receivable
      due to increased revenues of $978,963, and (iv) cash paid as a deposit on a
      factory in the PRC of approximately $360,000. Net cash flows generated from
      operating activities in 2005 were $401,215 and primarily resulted from net
      income offset by (i) noncash charges for depreciation and amortization of
      $218,175, (ii) decreases in inventory balances as we sold off our inventory
      of
      113,029, and (iiI) cash collections on our accounts receivable of $39,609.





Cash
      flows from investing activities were immaterial for 2006 and mainly represented
      cash paid for intangible assets for 2005.





Cash
      flows provided by financing activities for the six month period ended June
      30,
      2006 were $534,703 representing net advances under bank lines of credit and
      loans of $170,926 and repayments from related parties of $338,681. Cash flows
      used in financing activities for the six month period ended June 30, 2005
      totaling $418,642 represented related parties advances and
      repayments.





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.




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          12
          -




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





*Off-Balance
      Sheet Arrangements*





At
      June
      30, 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.





*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.




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          13
          -




**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* .
      Our
      Chief Executive Officer and interim Chief Financial Officer, Michael Mak,
      performed an evaluation of our disclosure controls and procedures, which have
      been designed to permit us to effectively identify and timely disclose important
      information. They concluded that the controls and procedures were effective
      as
      of June 30, 2006 to provide reasonable assurance that the information required
      to be disclosed by the Company in reports it files under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the rules and forms of the SEC. While our disclosure controls and procedures
      provide reasonable assurance that the appropriate information will be available
      on a timely basis, this assurance is subject to limitations inherent in any
      control system, no matter how well it may be designed or administered.




*Changes
      in* *Internal
      Controls.* There
      was no change in our internal control over financial reporting during the
      periods covered by this report, that materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





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





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





Risks
      Related to Asia Global Holdings Corporation





*We
      may not be able to sustain our profitability.*




We
      were
      able to achieved profitability in accordance with generally accepted accounting
      principles in the United States, or GAAP, for the quarter ended June 30, 2006
      and we may be unable to achieve profitability in the future. We generated net
      income of $335,578 and $227,893 for the three and six months ended June 30,
      2006, respectively. 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.




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          14
          -




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:




|· | changes
              in regulatory requirements;
|- | -------------------------------------------------




|· | reduced
              protection for intellectual property rights in some
              countries;
|- | --------------------------------------------------------------------------------------------------




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




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

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

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

|§ | the
              inability to utilize certain foreign tax credits;
              and
|- | -------------------------------------------------------------------------------------

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



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




|· | difficulties
              and costs of staffing and managing foreign
              operations;
|- | -----------------------------------------------------------------------------------------------




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




|· | political
              and economic instability;
|- | -------------------------------------------------




|· | fluctuations
              in currency exchange rates; and
|- | ----------------------------------------------------------




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




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




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





In
      order
      to realign and better leverage our business we have commenced several global
      initiatives, including harmonizing our global product lines across the offices
      in which we operate and creating global standards for product management,
      development and marketing, which we will continue during the course of 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.




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          15
          -




*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:




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




|· | changes
              in fees paid by advertisers or other
              clients;
|- | ---------------------------------------------------------------------------------




|· | the
              demand by advertisers for our advertising
              solutions;
|- | ------------------------------------------------------------------------------------




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




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




|· | seasonality,
              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;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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




|· | changes
              in governmental regulation of the Internet;
              and
|- | -----------------------------------------------------------------------------------




|· | 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.




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          16
          -




*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.





*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.





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          17
          -




*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.*





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.





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          18
          -




*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.




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          19
          -




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.*





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.




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          20
          -




*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 June 30, 2006,
      the closing sale prices of our ordinary shares on the Nasdaq National Market
      ranged from $0.09 to $0.1001 per share and the closing sale price on June 30,
      2006 was $0.09 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.





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          21
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*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
      changed to 52.72% due to increase issuance of common stock. 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:





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




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




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



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          22
          -




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




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




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




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




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





*In
      order to comply with PRC regulatory requirements, we operate our main businesses
      through companies with which we have contractual relationships but in which
      we
      do not have controlling ownership. If the PRC government determines that our
      agreements with these companies are not in compliance with applicable
      regulations, our business in the PRC could be adversely affected.*





The
      Chinese government restricts foreign investment in Internet-related and
      advertising businesses, including Internet access, distribution of content
      over
      the Internet, and advertising via the Internet. Accordingly, we operate our
      Internet-related and advertising businesses in China through a variable interest
      entity, or VIE.





Although
      we believe we are in compliance with current PRC regulations, we cannot be
      sure
      that the PRC government would view these operating arrangements to be in
      compliance with PRC licensing, registration or other regulatory requirements,
      with existing policies or with requirements or policies that may be adopted
      in
      the future. If we are determined not to be in compliance, the PRC government
      could revoke our business and operating licenses, require us to discontinue
      or
      restrict our operations, restrict our right to collect revenues, block our
      website, require us to restructure our operations, impose additional conditions
      or requirements with which we may not be able to comply, impose restrictions
      on
      our business operations or on our customers, or take other regulatory or
      enforcement actions against us that could be harmful to our business. We may
      also encounter difficulties in obtaining performance under or enforcement of
      related contracts. Because PRC regulations restrict our ability to provide
      Internet content and advertising services directly in China, we are dependent
      on
      our VIE.




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          23
          -




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.





*The
      Chinese legal system has inherent uncertainties that could limit the legal
      protections available to you.*





Our
      business arrangements with our VIE in China are governed by the laws of the
      People’s Republic of China. China’s legal system is based upon written statutes.
      Prior court decisions may be cited for reference but are not binding on
      subsequent cases and have limited value as precedents. Since 1979, the Chinese
      legislative bodies have promulgated laws and regulations dealing with economic
      matters such as foreign investment, corporate organization and governance,
      commerce, taxation and trade. However, because these laws and regulations are
      relatively new, and because of the limited volume of published decisions and
      their non-binding nature, the interpretation and enforcement of these laws
      and
      regulations involve uncertainties, and therefore you may not have legal
      protections for certain matters in China.




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          24
          -




*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.*





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:




|· | the
              development of new online advertising media and
              methods;
|- | ----------------------------------------------------------------------------------------




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




|· | the
              ability to attract and retain qualified
              personnel;
|- | ----------------------------------------------------------------------------------




|· | changing
              demands regarding customer service and
              support;
|- | ------------------------------------------------------------------------------------




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




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



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




-
          25
          -




*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 driver’s 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.





*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.




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





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





None





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None





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





None





**ITEM
      5. OTHER INFORMATION**





None





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





(a)
      Exhibits


**INDEX
      TO EXHIBITS**


**OF**


**ASIA
      GLOBAL HOLDINGS CORPORATION**





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.





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**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 CORPORATION**(Registrant)Date: August
              10, 2006
            By:
            /s/ Michael
              MakMichael
              Mak, President


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