**SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 **FORM
        10-QSB**
  x
        Quarterly Report
        pursuant to Section 13 or 15(d) of the Securities Exchange
 Act
        of
        1934 For the quarterly period ended September 30, 2006
  o
        Transition Report
        pursuant to 13 or 15(d) of the Securities Exchange Act of
 1934
        For
        the transition period ___________ to ___________
  *COMMISSION
        FILE NUMBER 333-64804*
 
 **ASIA
        GLOBAL HOLDINGS CORP.**
 (Exact
        name of small Business Issuer as specified in its charter)
   Nevada
                
                (State
                  or other jurisdiction of
                Incorporation
                  or organization)
              75-3026459
                  (IRS
                  Employer Identification
                  No.)
 
 **1601-1604
        CRE Centre**
 **889
        Cheung Sha Wan Road**
 **Kowloon,
        Hong Kong**
  (Address
        of principal executive offices)
 
 (213)
        243-1503
 (Issuer's
        telephone number, including area code)
  Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x      No 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 x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange) Yes oNo
x
  The
        number of shares outstanding of each of the Registrant's classes of common
        stock, as of September 30, 2006 was 29,862,000 shares, all of one class of
        $0.001 par value Common Stock.
 
 
  **TABLE
        OF CONTENTS**
  **PAGE****PART
                  I.****FINANCIAL
                  INFORMATION**Item
                    1. Consolidated Financial StatementsCondensed
                    Consolidated Balance Sheet as September 30, 2006
                    (unaudited)
                
                
                4Condensed
                    Consolidated Statement of Operations for the Three and Nine
                    MonthsEnded
                    September 30, 2006 and September 30, 2005
                
                
                5Condensed
                    Consolidated Statement of Cash Flow for the Nine Months EndedSeptember
                    30, 2006 and September 30, 2005
                
                
                6Notes
                    on Consolidated Financial Statements
                
                
                7Item
                    2. Management’s Discussion and Analysis of Financial Condition or Plan of
                    Operation
                
                
                11Item
                    3. Quantitative and Qualitative Disclosures About Market
                    Risk
                
                
                14Item
                    4. Controls and Procedures
                
                
                15**PART
                    II. OTHER INFORMATION**Item
                    1. Legal Proceedings
                
                
                15Item
                    1A. Risk Factors
                
                
                15Item
                    2. Unregistered Sales of Equity Securities and Use of
                    Proceeds
                
                
                24Item
                    3. Defaults Upon Senior Securities
                
                
                24Item
                    4. Submission of Matters to a Vote of Security Holders
                
                
                24Item
                    5. Other Information
                
                
                25Item.
                    6. Exhibits and Reports on Form 8-K
                
                
                25**SIGNATURES**
                
                
                **25**
  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
        Annual Report could substantially harm our business, results of operations
        and
        financial condition, and that upon the occurrence of any of these events,
        the
        trading price of our securities could decline and you could lose all or part
        of
        your investment. Although we believe that the expectations reflected in the
        forward-looking statements are reasonable, we cannot guarantee future results,
        growth rates, levels of activity, performance or achievements. We are under
        no
        duty to update any of the forward-looking statements after the date of this
        Quarterly Report to conform these statements to actual results.


3
 
  **PART
        1: FINANCIAL INFORMATION**
 **Asia
        Global Holdings Corp.** **and
        Subsidiaries**
 **Condensed
        Consolidated Balance Sheet**
  September
                  30, 2006
                (Unaudited)
              
              December
                  31, 2005
                (audited)ASSETSCurrent
                  assetsCash
                  and cash equivalents
              
              $
              30,596
              
              
              49,134Restricted
                  cash
              
              
              414,894
              
              
              279,365Accounts
                  receivable
              
              
              2,959,167
              
              
              586,090Prepaid
                  and other current assets
              
              
              630,237
              
              
              340,507Amount
                  due from related parties
              
              
              111,654
              
              
              461,460Total
                  current assets
              
              
              4,146,548
              
              
              1,716,556Property,
                  plant, and equipment, net
              
              
              61,785
              
              
              97,681Intangible
                  assets, net
              
              
              337,151
              
              
              546,623Total
                  assets
              
              $
              4,545,484
              
              
              2,360,860LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  liabilitiesBank
                  overdraft, secured
              
              $
              24,599
              
              
              411Secured
                  bank loan - current portion
              
              
              473,753
              
              
              85,471Letters
                  of credit
              
              
              253,654
              
              
              100,641Accounts
                  payable and accrued liabilities
              
              
              997,376
              
              
              574,348Income
                  tax payable
              
              
              240,995
              
              
              194,793Amounts
                  due to related parties
              
              
              3,599
              
              
              6,401Total
                  current liabilities
              
              
              1,993,976
              
              
              962,065Long-term
                  liabilitiesSecured
                  bank loan
              
              
              123,218
              
              
              142,449Deferred
                  taxation
              
              
              32,109
              
              
              32,109Total
                  long-term liabilities
              
              
              155,327
              
              
              174,558Total
                  liabilities
              
              
              2,149,303
              
              
              1,136,623Stockholders'
                  equityPreferred
                  stock, $0.001 par value;Authorized
                  500,000 shares,
                Series
                  A Convertible Preferred Stock
              
              
              -
              
              
              -Common
                  stock, $0.001 par value; 199,500,000 shares authorized:Issued
                  and outstanding:
              
              
              29,862
              
              
              19,8629/30/06:
                  29,862,00012/31/05:
                  19,862,000Other
                  comprehensive income
              
              
              3,566
              
              
              3,711Additional
                  paid-in capital
              
              
              3,028,345
              
              
              1,219,095Retained
                  earnings
              
              
              (665,592
              )
              
              (18,431
              )Total
                  stockholders' equity
              
              
              2,396,181
              
              
              1,224,237Total
                  liabilities and stockholders' equity
              
              $
              4,545,484
              
              
              2,360,860
   See
        condensed notes to consolidated financial statements.
  4
  
 **Asia
        Global Holdings Corp. and Subsidiaries**
 **Condensed
        Consolidated Statements of Operations**
 
 Three
                  Months Ended
              
              Nine
                  Months EndedSeptember
                  30, 2006
                (Unaudited)
              
              September
                  30, 2005
                (Unaudited)
              
              September
                  30, 2006
                (Unaudited)
              
              September
                  30, 2005
                (Unaudited)Revenues
              
              
              2,017,736
              
              
              408,222
              
              
              3,602,564
              
              
              1,717,547Cost
                  of revenues
              
              
              (632,885
              )
              
              (145,913
              )
              
              (1,040,203
              )
              
              (359,071
              )Gross
                  profit
              
              
              1,384,851
              
              
              262,309
              
              
              2,562,361
              
              
              1,358,476Selling,
                  general and administrative expenses
              
              
              (1,992,763
              )
              
              (181,748
              )
              
              (2,645,111
              )
              
              (923,095
              )Depreciation
                  and amortization
              
              
              (81,787
              )
              
              (108,074
              )
              
              (245,366
              )
              
              (326,249
              )Operating
                  income (loss)
              
              
              (689,699
              )
              
              (27,513
              )
              
              (328,116
              )
              
              109,132Other
                  income (expense)Other
                  income
              
              
              6,981
              
              
              8,947
              
              
              20,475
              
              
              23,545Interest
                  expenses
              
              
              (10,925
              )
              
              -
              
              
              (27,648
              )
              
              -Total
                  other income (expense)
              
              
              (3,944
              )
              
              8,947
              
              
              (7,173
              )
              
              23,545Income
                  (loss) before income taxes
              
              
              (693,643
              )
              
              (18,566
              )
              
              (335,289
              )
              
              132,677Provision
                  for income taxes
              
              
              (181,410
              )
              
              (4,473
              )
              
              (311,872
              )
              
              (83,447
              )Net
                  income (loss)
              
              $
              (875,053
              )
              $
              (23,039
              )
              $
              (647,161
              )
              $
              49,230Basic
                  and diluted income (loss) per share:
              
              $
              (0.03
              )
              $
              -
              
              $
              (0.03
              )
              $
              -Basic
                  and diluted weighted average shares outstanding
              
              
              25,225,043
              
              
              19,862,000
              
              
              22,893,934
              
              
              19,862,000
   See
        condensed notes to consolidated financial statements.
 
 5
 
 **Asia
        Global Holdings Corp. and Subsidiaries**
 **Condensed
        Consolidated Statement of Cash Flows**
  Nine
                  Months EndedSeptember
                  30,2006
                (Unaudited)
              
              September
                  30,2005
                (Unaudited)Cash
                  flows from operating activities:Net
                  income (loss)
              
              $
              (647,161
              )
              $
              49,230Adjustments
                  to reconcile net income to net cash(used
                  in) provided by operating activities:Common
                  stock issued for services rendered
              
              
              1,819,250
              
              
              -Depreciation
                  and amortization
              
              
              245,366
              
              
              326,249Loss
                  on disposal of property, plant and equipment
              
              
              -
              
              
              5,596Provision
                  for income taxes
              
              
              311,872
              
              
              83,447Changes
                  in operating assets:Accounts
                  receivable
              
              
              (2,373,077
              )
              
              10,186Inventories
              
              
              -
              
              
              118,556Prepaid
                  and other current assets
              
              
              (289,730
              )
              
              (125,967
              )Accounts
                  payable and accrued liabilities
              
              
              423,028
              
              
              25,594Income
                  taxes
              
              
              (265,670
              )
              
              (1,324
              )Net
                  cash (used in) provided by operating activities
              
              
              (776,122
              )
              
              491,567Cash
                  flows from investing activities:Increase
                  in restricted cash
              
              
              (135,529
              )
              
              (257,085
              )Purchases
                  of equipment
              
              
              -
              
              
              -Cash
                  paid for intangible assets
              
              
              -
              
              
              (83,038
              )Net
                  cash used in investing activities
              
              
              (135,529
              )
              
              (340,123
              )Cash
                  flows from financing activities:Bank
                  overdraft
              
              
              24,188
              
              
              25,347Advances
                  under letters of credit
              
              
              153,013
              
              
              -New
                  bank loan raised
              
              
              714,093
              
              
              256,410Repayments
                  of bank loan
              
              
              (345,042
              )
              
              (7,122
              )Loan
                  from a director
              
              
              -
              
              
              (301,025
              )Repayment(Advance)
                  to related parties
              
              
              347,004
              
              
              (211,936
              )Amounts
                  due from (to) related parties
              
              
              -
              
              
              -Net
                  cash provided by (used in) financing activities
              
              
              893,256
              
              
              (238,326
              )Net
                  decrease in cash and cash equivalents
              
              
              (18,395
              )
              
              (86,882
              )Effect
                  of foreign currencies on cash flows
              
              
              (143
              )
              
              4,586Cash
                  and cash equivalents, beginning of period
              
              
              49,134
              
              
              88,317Cash
                  and cash equivalents, end of period
              
              $
              30,596
              
              $
              6,021
   See
        condensed notes to consolidated financial statements.
  6
 
 **Asia
        Global Holdings Corp. and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**
 **September
        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 September 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 and
        October 10, 2006, as amended.
 
 The
        consolidated financial statements include the accounts of AAGH and its
        subsidiaries. All significant intercompany transactions and balances have
        been
        eliminated.
 
 Certain
        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.
  7
  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 - EARNINGS PER SHARE**
 
 Basic
        and diluted net income (loss) per share is computed by dividing net income
        (loss) by the weighted average number of shares of common stock outstanding
        during the period. Diluted net income (loss) per share is computed by dividing
        net income (loss) by the weighted average number of shares of common stock
        and
        common stock equivalents outstanding during the period, for which there were
        none. For all periods presented, the Company's basic and diluted net income
        (loss) per share is the same.
 
 **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.
 
 In
        September 2006, the FASB issued SFAS 157, *Fair
        Value Measurements* (“SFAS 157”), which provides guidance about how to measure assets and
        liabilities that use fair value. SFAS 157 will apply whenever another US
        GAAP
        standard requires (or permits) assets or liabilities to be measured at fair
        value but does not expand the use of fair value to any new circumstances.
        This
        standard also will require additional disclosures in both annual and quarterly
        reports. SFAS 157 will be effective for financial statements issued for fiscal
        years beginning after November 15, 2007, and will be adopted by us beginning
        in
        the first quarter of 2008. The Company is currently evaluating the potential
        impact this standard may have its consolidated financial position, cash flows
        and results of operations, but does not believe the impact of the adoption
        will
        be material.
 
 In
        September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) 108, *Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements* (“SAB 108”). SAB 108 was issued to eliminate the diversity of practice in how
        public companies quantify misstatements of financial statements, including
        misstatements that were not material to prior years’ financial statements. The
        Company will apply the provisions of SAB 108 to its annual financial statements
        for the year ending December 31, 2006. The Company has evaluated the potential
        impact of SAB 108 and does not believe the impact of the application of this
        guidance will be material to its consolidated financial position, cash flows
        and
        results of operations.
 
 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 September 30, 2006, the Company had three 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 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.
 
 **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:
  8
  Nine
                  months ended
              
              Nine
                  months endedSeptember,
                  30 2006
              
              September
                  30, 2005United
                  States
              
              
              1
              %
              
              3
              %Hong
                  Kong
              
              
              99
              %
              
              21
              %China
              
              
              -
              
              
              76
              %
 
 
 **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 ranging from 3.5% to 3.95% as required per
        its
        bank financing agreements.
  **NOTE
        7 - INCOME TAXES**
  As
        of
        September 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 $311,872 (2005: $83,447)
        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 nine months ended
        September 30, 2006 and 2005.
 
 Income
        taxes payable at September 30, 2006 consists of Hong Kong taxes payable of
        $240,995.
 
 **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 and Public Bank (Hong Kong) Ltd totaling $253,654 expiring through
        October and December 2006 respectively.
 
 Bank
        loans. The Company’s subsidiary operating in Hong Kong is committed under
        certain secured bank term loans bearing interest at the rates ranging from
        7% to
        8.75% at September 30, 2006, payable in monthly installments until paid in
        full.
        As of September 30, 2006, total amounts outstanding under bank loans was
        $596,971. Future commitments for the next 12 months subsequent to the balance
        sheet date are as follows: 2007: $473,753; 2008: $123,218.
 
 Capital
        commitment. The Company’s subsidiary operating in Hong Kong committed to
        purchasing a printing factory, Tung Sing Printing Factory, in China with
        a
        purchase contract price of $641,026. The purchase was expected to be completed
        on November 15, 2006. A deposit of $435,897 was paid as of September 30,
        2006
        with a balance of $205,129 is due on completion no later than November 15,
        2006.
        Certain obligations that were to be fulfilled by the seller before November
        15,
        2006 for the purchase of the printing factory to be complete were unfulfilled
        as
        of the November 15, 2006 deadline. We had previously issued notice to the
        selling company indicating that if all obligations were not met by November
        15,
        2006 that we demand a refund of the deposit and cancel the transaction. Given
        that the obligations were not met, the purchase of the printing factory has
        now
        been cancelled and the refund of the deposit has been demanded. We expect
        to
        receive a refund of the entire deposit amount of $435,897 within the final
        quarter of this year therefore.
 
 Operating
        leases. The Company's subsidiaries operating in Hong Kong is rent free and
        the
        PRC are committed under a non-cancelable operating lease with terms of two
        years
        with fixed monthly rentals and expiring through June 2008. None of the leases
        included contingent rentals. Lease expense charged to operations for the
        three
        and nine months ended September 30, 2006 amounted to approximately $2,970
        and
        $14,566, respectively.
 
 9
  **NOTE
        9 - RELATED PARTY TRANSACTIONS**
 
 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 $111,654.
 
 Amounts
        due to related parties. Amounts due to related parties of $3,599 is attributed
        to amounts payable to a director and officer for accrued expenses incurred
        in
        the ordinary course of business.
 
 Fixed
        assets rentals. On February 20, 2004, the Company agreed to lease property
        and
        equipment to Stanford based on a reasonable and agreed upon charge. During
        the
        three and nine months ended September 30, 2006 and 2005, fixed asset rental
        income was $4,350 (2005: $13,050), and is included in the consolidated statement
        of operations as other income.
 
 Employment
        Agreement. On August 18, 2006, the Company entered into an employment agreement
        with its President and CEO, Michael Mak, for an initial term of five years
        renewable for an additional five-year period unless proper notice if give
        by
        either party not to renew. Compensation includes (i) a base salary is $60,000
        per year, (ii) a signing bonus of 2,000,000 shares of restricted common stock
        payable upon execution of the agreement, subject to certain other terms and
        conditions, and (iii) a stock award of 500,000 shares of the Company’s Series A
        Convertible Preferred Stock, convertible at 1 preferred share to 200 shares
        of
        common stock, payable upon execution of the agreement. Other terms and
        conditions apply as detailed in the Employment Agreement. (See Note
        10)
 
 As
        of the date of this filing, neither the common stock nor the preferred stock
        have been issued.
 
 **NOTE
        10 - STOCKHOLDERS' EQUITY**
 
 *Preferred
        stock authorized.*
 
 During
        the quarter ended September 30, 2006, the Company created a class of
        non-dilutable preferred stock, 500,000 shares of $0.001 par value preferred
        stock, designated as Series A Convertible Preferred Stock and filed a
“Certificate of Designation” with the State of Nevada to establish the voting
        powers, designations, preferences, limitations, restrictions and relative
        rights
        of the Preferred Stock. Holders of the Series A Preferred Stock shall be
        entitled to receive dividends or other distributions with the holders of
        Common
        Stock on an as converted basis when, as, and when declared by the Directors
        of
        the Corporation. Each Series A Preferred Stock stockholder who desires to
        convert into the Corporation’s Common Stock must provide a ten (10) day written
        notice to the Corporation of its intent to convert one or more shares of
        Series
        A Preferred Stock into Common Stock at a conversion rate of 200 Common Stock
        Shares for every one (1) Series A Preferred Share. The Corporation may, in
        its
        sole discretion, wave the ten (10) day written notice requirement and allow
        for
        the immediate exercise to the right to convert. Holders of the Series A
        Preferred shall have the right to vote upon any matter submitted to the
        stockholders for a vote pursuant to the Certificate of Designation of the
        Rights
        and Preferences of the Seres A Convertible Preferred Stock. Refer to Form
        8-K
        filed with the Commission on October 27, 2006 for further
        information.
 
 Pursuant
        to an Employment Agreement dated August 18, 2006, all 500,000 shares are
        to be
        issued to the Company’s President and CEO as part of a compensation package per
        the agreement. (See Note 9)
 
 *Common
        stock authorized.*
 
 During
        the quarter ended September 30, 2006, the Company filed an amendment to its
        articles of incorporation with the State of Nevada to increase its authorized
        capital from 75,000,000 shares of $0.001 par value common stock to 200,000,000
        shares of $0.001 par value common stock.
 
 *Common
        stock issued.*
 
 During
        the nine months ended September 30, 2006, the Company issued 10,000,000
        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
 
 10
  **NOTE
        11 - SUBSEQUENT EVENTS**
 
 On
        October 19, 2006 the Company entered into management agreements with several
        individuals. The payment to each consultant or employee was made
        with **** shares
        of
        common stock from the 2006 Non-Qualified Incentive Stock Compensation Plan
        filed
        on Form S-8 with the SEC on October 27, 2006. The Company
        issued, under its Registration Statement on Form S-8 relating to the
        registration of the Company's 2006 Non-Qualified Incentive Stock Compensation
        Plan, 25,000,000 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.
 
 **ITEM
        2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATIONS OR PLAN OF OPERATION**
  The
        following discussion should be read in conjunction with AAGH's unaudited
        condensed consolidated financial statements and notes included herein. The
        results described below are not necessarily indicative of the results to
        be
        expected in any future period. Certain statements in this discussion and
        analysis, including statements regarding our strategy, financial performance
        and
        revenue sources, are forward-looking statements based on current expectations
        and entail various risks and uncertainties that could cause actual results
        to
        differ materially from those expressed in the forward-looking statements.
        Readers are referred to AAGH's Annual Report on Form 10-KSB for the year
        ended
        December 31, 2005, as filed with the Securities and Exchange Commission on
        April
        17, 2006 and October 10, 2006, as amended.
  **Forward
        Looking Statements**
  The
        information in this discussion contains forward-looking statements within
        the
        meaning of Section 27A of the Securities Act of 1933, as amended, and Section
        21E of the Securities Exchange Act of 1934, as amended. These forward-looking
        statements involve risks and uncertainties, including statements regarding
        our
        capital needs, business strategy and expectations. Any statements contained
        herein that are not statements of historical facts may be deemed to be
        forward-looking statements. In some cases, you can identify forward-looking
        statements by terminology such as "may", "will", "should", "expect", "plan",
        "intend", "anticipate", "believe", "estimate", "predict", "potential" or
        "continue", the negative of such terms or other comparable terminology. Actual
        events or results may differ materially. We disclaim any obligation to publicly
        update these statements, or disclose any difference between its actual results
        and those reflected in these statements. The information constitutes
        forward-looking statements within the meaning of the Private Securities
        Litigation Reform Act of 1995.
  **Overview**
  Asia
        Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corporation)
        ("AAGH" "we" and the "Company") offers a suite of advertising and media services
        and products that meet the need of marketers and advertisers including Internet
        marketing, search engine marketing ("SEM"), email marketing and print
        advertising. We work closely with advertisers to implement integrated online
        and
        offline advertising and media solutions and manage campaign planning and
        execution.
  We
        are
        further establishing our media and advertising division by expanding our
        client
        base and working with our existing clients 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 sales locations in 3 countries
        to a
        consumer base in Asia, North America, Europe, and Canada.
  **Future
        Plan of Operations**
  We
        plan
        to continue to grow our media and advertising business in China and Hong
        Kong.
        We also plan to expand our business through the acquisition of high growth
        businesses and projects in China and possibly other emerging regions and
        markets .
  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 moved a significant portion of our U.S.
        operations to China to 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. We have suspended operations and development
        of our consumer portals, RateandSave and More2Save, in our Media and Advertising
        division.
  11
  **Results
        of Operations by Segment for the Three and Nine Month Periods Ended September
        30, 2006 and September 30, 2005**
  **3
                    months ended****September 30**
                
                
                **9
                    months ended****September 30***2006*
                
                
                *2005*
                
                
                *2006*
                
                
                *2005***Revenues**
                
                
                **2,017,736**
                
                
                **408,222**
                +394%
                
                **3,602,564**
                
                
                **1,717,547**
                +110%Online
                    Retailing
                
                
                0
                
                
                2,094
                
                
                0
                
                
                43,071Media
                    & Advertising
                
                
                2,017,736
                
                
                406,128
                
                
                3,602,564
                
                
                1,674,476**Cost
                    of Sales**
                
                
                **632,885**
                
                
                **145,913**
                +334%
                
                **1,040,203**
                
                
                **359,071**
                +190%Online
                    Retailing
                
                
                0
                
                
                6,383
                
                
                0
                
                
                125,327Media
                    & Advertising
                
                
                632,885
                
                
                139,530
                
                
                1,040,203
                
                
                233,744**Administrative
                    Expenses**
                
                
                **1,992,763**
                
                
                **181,748**
                +1011%
                
                **2,645,111**
                
                
                **923,095**
                +193%Online
                    Retailing
                
                
                0
                
                
                9,989
                
                
                0
                
                
                45,767Media
                    & Advertising
                
                
                1,992,763
                
                
                171,759
                
                
                2,694,659
                
                
                877,328**Net
                    Income/Loss**
                
                
                **(875,053**
                **)**
                
                **(23,039)**
                +3698%
                
                **(647,161**
                **)**
                
                **49,230**
                -1415%Online
                    Retailing
                
                
                0
                
                
                (20,674
                )
                
                0
                
                
                (148,198
                )Media
                    & Advertising
                
                
                (875,053
                )
                
                (2,365
                )
                
                (647,161
                )
                
                197,428
  **Revenues**
  Overall
        revenues for the three and nine month periods ended September 30, 2006 increased
        394% and 110%, respectively, from the comparable periods in the previous
        year.
        Increases in revenues are attributable to increased Media & Advertising
        sales in Hong Kong and China resulting from an increased number of sales
        agencies selling our services. All of our revenue was generated from our
        Media
& Advertising business for the three and nine month periods ended September
        30, 2006. Our Online Retailing segment posted no sales during 2006 as a result
        of our planned cut backs in this segment.
 
 **Cost
        of Sales**
  Cost
        of
        sales for the three and nine month periods ended September 30, 2006, increased
        $486,972 and $681,132, respectively, due to increased printing and distribution
        costs resulting from increased sales of printed advertising.
 
 **Selling,
        General and Administrative Expenses**
 
 Selling,
        general and administrative expenses for the three and nine months ended
        September 30, 2006, increased 1011% and 193%, respectively. Increases are
        primarily attributable to a non-cash charge of $1,819,250 representing the
        fair
        value of common stock issued for management services, business advisory,
        and
        legal and professional services rendered. Increases in normal operating expenses
        are mainly attributable to increases in promotional spending for exhibitions
        and
        advertising for the purposes of obtaining new clients for our Advertising
&
Media services. We’ve lowered employment fees and related overhead as a result
        of shifting some sales from in-house sales personnel to outside agents. Selling,
        general and administrative expenses primarily consisted of staffing costs,
        legal
        and professional fees, and the non-cash charge of $1,819,250 representing
        the
        fair value of common stock issued for management services, business advisory,
        and legal and professional services rendered. With the exception of staff
        reduction costs resulting from the scale-back in our online retailing US
        operations and our efforts to reduce our overall operating expenses through
        implementation of staff reduction costs in our Hong Kong and China operations,
        we expect administrative expenses to increase once we implement our business
        expansion plan, which will depend on the availability of future debt or equity
        financing. We expect legal and professional fees associated with adhering
        to the
        reporting requirements associated with being a US public company to remain
        relatively stable, but will increase significantly once we begin to implement
        internal controls and procedures to comply with the reporting requirements
        of
        the Sarbanes-Oxley Act of 2002, which we expect to begin implementing as
        soon as
        practicable.
 
 12
  **Other
        income (expense)**
 
 Other
        income for both the three and nine months period ended September 30, 2006
        and
        2005, primarily includes fixed asset rental income of $4,350 and $13,050,
        respectively, which represents assets leased to Stanford International Holding
        Corporation, a related party, based on a reasonable and agreed upon charge.
        that
        approximated 25% of the depreciation expense in 2004. Other expense for both
        periods presented represents interest expense incurred on our banking
        loans.
  **Net
        Income/Loss**
  During
        the three and nine months ended September 30, 2006 we experienced net losses
        of
        $875,053 and $647,161, respectively. The profit before provision for income
        tax
        generated from the China market in the three months ended September 30, 2006,
        was $1,022,005. However, fees in the sum of $1,643,750 paid in S-8 shares,
        not
        cash, to management consultants in the 3 rd Quarter
        greatly eroded the normal business operation results and brought about a
        net
        loss before provision of income tax of $693,643 for the three months ended
        September 30, 2006. Nevertheless, since the consulting fees were settled
        in the
        form of issuance of common stock, there was no effect to the cash flow in
        the
        said period.
  The
        increase in profits from normal business operation is directly related increased
        sales and profit in the media & advertising segment in China and Hong Kong
        while controlling expenses. We expect our position to continue to improve
        over
        the next 12 months while at the same time we expect that expansion may result
        in
        losses as we invest more resources in further developing operations in China
        and
        Hong Kong. There can be no assurance that we will achieve or maintain
        profitability or that any revenue growth will take place in the future even
        if
        we do obtain the financing that we seek.
  **Trends,
        Events, and Uncertainties**
  Demand
        for our services and products will be dependent on, among other things, market
        acceptance of our concept and general economic conditions, which are cyclical
        in
        nature. Our business operations may be adversely affected by our competitors
        and
        prolonged recessionary periods. We are in the process of seeking additional
        financing to forward our business plan, but have not entered into any agreements
        to obtain such financing. There is no assurance that such financing will
        be
        available, or if available, that it will be available on reasonable terms.
        Even
        if we do obtain such financing, there is no assurance that we will be able
        to
        generate profitable operations.
  **Liquidity
        and Capital Resources for the Three Month Period Ended March 31, 2006 and
        2005**
  At
        September 30, 2006, our principal source of liquidity was cash and cash
        equivalents of $30,596 and working capital was $2,152,572. We expect we will
        need additional external financing to implement our business expansion plan,
        however, there is no assurance of the availability of funds on acceptable
        terms
        or if at all.
  *Cash
        flows from operating activities*
  We
        experienced negative cash
        flows from operating activities for the nine month period ended September
        30,
        2006, primarily resulting from a net loss offset by non-cash charges such
        as
        common stock issued for services, depreciation and amortization, and reversal
        of
        accrued expenses, and changes in operating activities accounts such as an
        increase in accounts receivable due to increased sales and an increase in
        cash
        paid for other current assets. Net cash flows generated from operating
        activities for the comparative period in 2005 primarily represents a reduction
        in net income offset by non-cash charges such as depreciation and amortization,
        a decrease in accounts receivable due to cash collections on outstanding
        balances, cash paid for other current assets and cash paid resulting in the
        reduction of outstanding liabilities from the preceding fourth quarter.
 
 Like
        the
        previous quarters of 2006, the business for the 3 rd Quarter
        2006 was mainly produced in the China market through Sino Trade, the Company’s
        subsidiary in China. The revenue and the profit before provision for income
        tax
        generated from the China market in the three months ended September 30, 2006
        were $2,017,735 and $1,022,005, respectively. However, fees in the sum of
        $1,643,750 paid in S-8 shares, not cash, to management consultants in the
        3 rd Quarter
        greatly eroded the above-mentioned normal business operation results and
        brought
        about a net loss before provision of income tax of $693,643 for the three
        months
        ended September 30, 2006. Nevertheless, since the consulting fees were settled
        in the form of issuance of common stock, there was no effect to the cash
        flow in
        the said period.
  *Cash
        flows from investing activities*
  Net
        cash
        flows used in investing activities for the first nine months of 2006 was
        mainly
        for pledged bank deposit and cash flows used in investing activities in 2005
        consisted of cash paid for the acquisition of fixed and intangible assets.
  *Cash
        flows from operating activities*
  Net
        cash
        flows used in financing activities for both periods presented primarily consist
        of amounts advanced or repaid to related parties as well as other payments
        and /
        or advances on our banking facilities.
  13
  *Future
        liquidity needs*
  Our
        future liquidity will depend on our revenue growth and our ability to generate
        revenues and control our operating expenses. We expect to meet these capital
        needs from sales revenues and, to the extent we do not have sufficient revenues,
        from our existing cash reserves or other external sources of financing. However,
        our growth plans require additional funding from outside sources. We intend
        to
        pursue discussions with existing shareholders, third party financing sources
        and
        potential lenders to ensure access to funds as required.
  On
        a
        long-term basis and to implement our business expansion plans, our liquidity
        will be dependent on establishing and maintaining profitable operations,
        receipt
        of revenues, additional infusions of capital and additional financing. If
        necessary, we may raise capital through an equity or debt offering. The funds
        raised from this offering will be used to develop and execute our business
        plan.
        However, there can be no assurance that we will be able to obtain additional
        equity or debt financing in the future, if at all. If we are unable to raise
        additional capital, our growth potential will be adversely affected.
        Additionally, we will have to significantly modify our plans.
  **Off-Balance
        Sheet Arrangements**
  At
        September 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.
  **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.
  14
  **ITEM
        4. CONTROLS AND PROCEDURES.**
  Evaluation
        of Disclosure Controls and Procedures. Under the supervision and with the
        participation of our management, including our principal executive officer
        and
        principal financial officer, we conducted an evaluation of the effectiveness
        of
        the design and operation of our disclosure controls and procedures, as defined
        in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
        as of
        the end of the period covered by this report (the "Evaluation Date"). Based
        upon
        the evaluation, our principal executive officer and principal financial officer
        concluded as of the Evaluation Date that our disclosure controls and procedures
        were effective. Disclosure controls are controls and procedures designed
        to
        reasonably ensure that information required to be disclosed in our reports
        filed
        under the Exchange Act, such as this report, is recorded, processed, summarized
        and reported within the time periods specified in the SEC's rules and forms.
        Disclosure controls include controls and procedures designed to reasonably
        ensure that such information is accumulated and communicated to our management,
        including our chief executive officer and chief financial officer, as
        appropriate to allow timely decisions regarding required
        disclosure.
  Changes
        in Internal Controls. There was no change in our internal control over financial
        reporting during the quarter ended September 30, 2006, 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 BonusAmerica Worldwide Corporation**
  *We
        may not be able to sustain our profitability.*
  We
        were
        unable to achieved profitability in accordance with generally accepted
        accounting principles in the United States, or GAAP, for the quarter ended
        September 30, 2006 and we may be unable to achieve profitability in the future.
        We incurred net losses of $875,053 for the three months ended September 30,
        2006.* Even if we do achieve profitability, we may not be able to sustain
        or
        increase profitability on a quarterly or an annual basis in the
        future.
 
 *
        - Fees
        in the sum of $1,643,750 paid in S-8 shares, not cash, to management consultants
        in the 3 rd Quarter
        greatly eroded the normal business operation results and brought about a
        net
        loss before provision of income tax of $693,643 for the three months ended
        September 30, 2006. Nevertheless, since the consulting fees were settled
        in the
        form of issuance of common stock, there was no effect to the cash flow in
        the
        said period.
  *We
        may not be ale to successfully upgrade and integrate our existing products
        and
        technology.*
  Our
        ability to compete depends, in part, on our success at upgrading and integrating
        our existing products and technology. From time to time we upgrade and issue
        new
        releases of our existing technology to integrate new functionalities and
        respond
        to industry developments. We may experience bugs, delays, difficulties or
        increased costs that could hinder or prevent the successful design, integration,
        development, introduction or marketing of new releases of our technology.
        In
        addition, we must ensure that performance levels of our technology remain
        steady
        when we release new versions to our customers. Any material delays in
        introducing a new release or performance problems could cause us to lose
        customers and cause our revenue to decline.
  Our
        international operations face legal and cultural challenges and subject us
        to
        additional risks. We have operations in a number of international markets,
        including Asia, United States, Europe and Canada, and we currently derive
        substantially all of our revenues from non-U.S. markets. To date, we have
        limited experience in marketing, selling and distributing our solutions
        internationally. Our international operations are subject to other risks,
        including:
  o
        changes
        in regulatory requirements;
  o
        reduced
        protection for intellectual property rights in some countries;
  o
        potentially adverse tax consequences and restrictions on cash flow resulting
        from, among other things:
  15
  x
        local statutory
        liquidity requirements for businesses operating in certain foreign countries;
        |X| the need to maintain cash balances to meet short-term capital requirements;
        |X| operations in foreign countries with higher tax rates than the United
        States; |X| the inability to utilize certain foreign tax credits; and |X|
        the
        inability to utilize some or all of our losses generated in one or more foreign
        countries;
  o
        general
        import/export restrictions relating to encryption technology and/or privacy
        matters;
  o
        difficulties and costs of staffing and managing foreign operations;
  o
        local
        law requirements governing employment contracts, which may impose, among
        other
        things, minimum notice periods and minimum severance payments for involuntary
        terminations;
  o
        political and economic instability;
  o
        fluctuations in currency exchange rates; and
  o
        seasonal reductions in business activity during the summer months in Europe
        and
        certain other parts of the world.
  o
        Any or
        all of these risks could affect our business outside of the United States
        and
        negatively impact our results of operations.
  *We
        are undertaking several global initiatives in order to better leverage our
        business, and our efforts may not be successful or may not be beneficial
        to each
        of the offices in which we operate.*
  In
        order
        to realign and better leverage our business we have commenced several global
        initiatives, including harmonizing our global product lines across the offices
        in which we operate and creating global standards for product management,
        development and marketing, which we will continue during the course of 2006.
        In
        order to synchronize our various offices and create a uniform worldwide business
        model we will need to, among other things, set up uniform processes, formalize
        and build out training courses, set up global information sharing and
        communication processes, identify and track productivity and cost measurements
        and identify areas of inefficiency and develop global recovery plans. While
        we
        anticipate that the global realignment will have cost and efficiency savings
        for
        our business, there is no guarantee that our global efforts will be successful
        over the long run. Additionally, the global business model that we implement
        for
        each of our business segments may not be the ideal standard for each of our
        offices, and may result in increased costs and decreased savings for particular
        offices and lines of business throughout our organization.
  *Our
        future revenues and results of operations may be difficult to forecast and
        results in prior periods may no be indicative of future
        results.*
  At
        times
        in the past and in certain segments, our revenues have grown significantly
        and
        have decreased significantly. Accurate predictions of future revenues are
        difficult because of the rapid changes in the markets in which we
        operate.
  *Our
        results of operations have fluctuated and may continue to fluctuate
        significantly in the future as a result of a variety of factors, many of
        which
        are beyond our control. These factors include:*
  o
        the
        addition of new clients or the loss of existing clients;
  o
        changes
        in fees paid by advertisers or other clients;
  o
        the
        demand by advertisers and Web publishers for our advertising
        solutions;
  o
        the
        introduction of new Internet marketing services by us or our
        competitors;
  o
        variations in the levels of capital or operating expenditures and other costs
        relating to the maintenance or expansion of our operations, including personnel
        costs;
  o
        seasonality, which tends to result in lower revenue during the summer months
        of
        the third quarter and higher revenue in the fourth quarter of each
        year;
  o
        changes
        in results of operations brought about by newly acquired businesses or new
        joint
        ventures, which may be exceedingly difficult to predict due to management's
        lack
        of history with such businesses or joint ventures;
  o
        changes
        in governmental regulation of the Internet; and
  o
        general
        economic conditions.
  16
  Our
        future revenues and results of operations may be difficult to forecast due
        to
        the above factors and the time we may need to adequately respond to any changes
        in them. Our profit margins may suffer if we are unable to pass some of the
        costs on to our customers. In addition, our expense levels are based in large
        part on our investment plans and estimates of future revenues. Any increased
        expenses may precede or may not be followed by increased revenues, as we
        may be
        unable to, or may elect not to, adjust spending in a timely manner to compensate
        for any unexpected revenue shortfall. As a result, we believe that
        period-to-period and year-to-year comparisons of our results of operations
        may
        not be meaningful.
  *If
        we
        lost any key personnel, our business will be adversely
        affected.*
  Our
        success depends, to a significant extent, upon our senior management and
        key
        sales and technical personnel, particularly our Chief Executive Officer,
        who is
        also our Chief Financial Officer. The competition for experienced and talented
        executives, senior managers and technical and sales personnel has become
        intense
        in our industry. The loss of the services of one or more of these persons,
        other
        similarly positioned members of management or other key personnel could
        materially and adversely affect our ability to develop our business.
  *In
        order to continue to operate efficiently and to grow our business, we will
        need
        to attract and retain qualified personnel and manage our costs, which we
        may be
        unable to do.*
  Our
        success depends on our ability to attract and retain qualified technical,
        sales
        and marketing, customer support, financial and accounting, and managerial
        personnel. We may expand our total workforce and will need to continue to
        attract qualified personnel in order to grow our business successfully.
        Additionally, as our business has escalated, we have increased our reliance
        on
        contractors and outside firms for development. We may not be able to attract,
        integrate and retain the numbers and types of candidates that we desire,
        and we
        may not be able to retain our contractors and outside firms and may not be
        able
        to replace them. Even if we are successful in attracting new staff, we may
        not
        be able to increase revenue quickly enough to offset the costs of the additional
        personnel. Any of these contingencies could cause our business to
        suffer.
  We
        have
        experienced in the past, and may continue to experience in the future,
        particular difficulty in hiring and retaining qualified staff. Competition
        for
        staff is very high, and training is difficult because the required skill
        set is
        complex and there is no industry standard. Search is currently one of our
        fastest growing areas. If we are unable to attract, train and retain qualified
        search staff, we may not remain competitive and could lose business and our
        customers, which could have an adverse effect on revenue.
  *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.
  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.
  *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.
  18
  *Currency
        fluctuations and restrictions on currency exchange may adversely affect our
        business, including limiting our ability to convert Chinese Renminbi into
        foreign currencies and, if Chinese Renminbi were to decline in value, reducing
        our revenues in U.S. dollar terms.*
  Our
        reporting currency is the U.S. dollar and our operations in China and Hong
        Kong
        use their respective local currencies as their functional currencies. The
        majority of our revenues derived and expenses incurred are in Chinese Renminbi
        with a relatively small amount in Hong Kong dollars and U.S. dollars. We
        are
        subject to the effects of exchange rate fluctuations with respect to any
        of
        these currencies. For example, the value of the Renminbi depends to a large
        extent on Chinese government policies and China's domestic and international
        economic and political developments, as well as supply and demand in the
        local
        market. Since 1994, the official exchange rate for the conversion of Renminbi
        to
        U.S. dollars had generally been stable and the Renminbi had appreciated slightly
        against the U.S. dollar. However, on July 21, 2005, the Chinese government
        changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar.
        Under the new policy, Chinese Renminbi may fluctuate within a narrow and
        managed
        band against a basket of certain foreign currencies. As a result of this
        policy
        change, Chinese Renminbi appreciated approximately 2.5% against the U.S.
        dollar
        in 2005. It is possible that the Chinese government could adopt a more flexible
        currency policy, which could result in more significant fluctuation of Chinese
        Renminbi against the U.S. dollar. We can offer no assurance that Chinese
        Renminbi will be stable against the U.S. dollar or any other foreign
        currency.
  The
        income statements of our international operations are translated into U.S.
        dollars at the average exchange rates in each applicable period. To the extent
        the U.S. dollar strengthens against foreign currencies, the translation of
        these
        foreign currencies denominated transactions results in reduced revenues,
        operating expenses and net income for our international operations. Similarly,
        to the extent the U.S. dollar weakens against foreign currencies, the
        translation of these foreign currency denominated transactions results in
        increased revenues, operating expenses and net income for our international
        operations. We are also exposed to foreign exchange rate fluctuations as
        we
        convert the financial statements of our foreign subsidiaries into U.S. dollars
        in consolidation. If there is a change in foreign currency exchange rates,
        the
        conversion of the foreign subsidiaries' financial statements into U.S. dollars
        will lead to a translation gain or loss which is recorded as a component
        of
        other comprehensive income. In addition, we have certain assets and liabilities
        that are denominated in currencies other than the relevant entity's functional
        currency. Changes in the functional currency value of these assets and
        liabilities create fluctuations that will lead to a transaction gain or loss.
        We
        have not entered into agreements or purchased instruments to hedge our exchange
        rate risks, although we may do so in the future. The availability and
        effectiveness of any hedging transactions may be limited and we may not be
        able
        to successfully hedge our exchange rate risks.
  Although
        Chinese governmental policies were introduced in 1996 to allow the
        convertibility of Chinese Renminbi into foreign currency for current account
        items, conversion of Chinese Renminbi into foreign exchange for capital items,
        such as foreign direct investment, loans or securities, requires the approval
        of
        the State Administration of Foreign Exchange, or SAFE, which is under the
        authority of the People's Bank of China. These approvals, however, do not
        guarantee the availability of foreign currency. We cannot be sure that we
        will
        be able to obtain all required conversion approvals for our operations or
        that
        Chinese regulatory authorities will not impose greater restrictions on the
        convertibility of Chinese Renminbi in the future. Because a significant amount
        of our future revenues may be in the form of Chinese Renminbi, our inability
        to
        obtain the requisite approvals or any future restrictions on currency exchanges
        could limit our ability to utilize revenue generated in Chinese Renminbi
        to fund
        our business activities outside China, or to repay foreign currency obligations,
        including our debt obligations, which would have a material adverse effect
        on
        our financial conditions and results of operation.
  *Changes
        to existing accounting pronouncements, including SFAS 123R, or taxation rules
        or
        practices may adversely affect our reported results of operations or how
        we
        conduct our business.*
  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.
  19
  *While
        we believe that we currently have adequate internal control procedures in
        place,
        we are still exposed to potential risks from recent legislation requiring
        companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act
        of
        2002.*
  While
        we
        believe that we currently have adequate internal control procedures in place,
        we
        are still exposed to potential risks from recent legislation requiring companies
        to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.
        Under
        the supervision and with the participation of our management, we have evaluated
        our internal controls systems in order to allow management to report on,
        and our
        registered independent public accounting firm to attest to, our internal
        controls, as required by Section 404 of the Sarbanes-Oxley Act. We have
        performed the system and process evaluation and testing required in an effort
        to
        comply with the management certification and auditor attestation requirements
        of
        Section 404. As a result, we have incurred additional expenses and a diversion
        of management's time. If we are not able to continue to meet the requirements
        of
        Section 404 in a timely manner or with adequate compliance, we might be subject
        to sanctions or investigation by regulatory authorities, such as the SEC
        or the
        Nasdaq National Market. Any such action could adversely affect our financial
        results and the market price of our ordinary shares.
  *You
        should not place undue reliance on our financial guidance, nor should you
        rely
        on our quarterly operating results as an indication of our future performance
        because our results of operations are subject to significant
        fluctuations.*
  We
        may
        experience significant fluctuations in our quarterly operating results due
        to a
        variety of factors, many of which are outside of our control. Significant
        fluctuations in our quarterly operating results could be caused by any of
        the
        factors identified in this section, including but not limited to our ability
        to
        retain existing users, attract new users at a steady rate and maintain user
        satisfaction; the announcement or introduction of new or enhanced services,
        content and products by us or our competitors; significant news events that
        increase traffic to our websites; technical difficulties, system downtime
        or
        Internet failures; demand for advertising space from advertisers; seasonality
        of
        the advertising market; the amount and timing of operating costs and capital
        expenditures relating to expansion of our business, operations and
        infrastructure; governmental regulation; seasonal trends in Internet use;
        a
        shortfall in our revenues relative to our forecasts and a decline in our
        operating results due to our inability to adjust our spending quickly; and
        general economic conditions and economic conditions specific to the Internet,
        electronic commerce and the Greater China market. As a result of these and
        other
        factors, you should not place undue reliance on our financial guidance, nor
        should you rely on quarter-to-quarter comparisons of our operating results
        as
        indicators of likely future performance. Our quarterly revenue and earnings
        per
        share guidance is our best estimate at the time we provide guidance. Our
        operating results may be below our expectations or the expectations of public
        market analysts and investors in one or more future quarters. If that occurs,
        the price of our ordinary shares could decline and you could lose part or
        all of
        your investment.
  *Our
        stock price has been historically volatile and may continue to be volatile,
        which may make it more difficult for you to resell shares when you want at
        prices you find attractive.*
 
 The
        trading price of our ordinary shares has been and may continue to be subject
        to
        considerable daily fluctuations. During the three months ended September
        30,
        2006, the prices of our ordinary shares on the Nasdaq Bulletin Board Market
        ranged from $0.075 to $0.35 per share and the closing sale price on November
        15,
        2006 was $0.101 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.
  20
  *We
        have a single shareholder who can substantially influence the outcome of
        all
        matters voted upon by our shareholders and whose interests may not be aligned
        with yours.*
  In
        March
        2004, Stanford reported that they beneficially acquired approximately 57.9%
        of
        our outstanding ordinary shares. The percentage of ownership by Stanford
        has not
        changed since the date of the acquisition of shares. As a result, Stanford
        is
        able to substantially influence all matters requiring the approval of our
        shareholders, including the election of directors and the approval of
        significant corporate transactions such as acquisitions. This concentration
        of
        ownership could delay, defer or prevent a change in control or otherwise
        impede
        a merger or other business combination that the Board of Directors or other
        shareholders may view favorably.
  *We
        must rely on the Chinese government to develop China's Internet infrastructure
        and, if it does not develop this infrastructure, our ability to grow our
        business could be hindered.*
  The
        Chinese government's interconnecting, national networks connect to the Internet
        through government-owned international gateways, which are the only channels
        through which a domestic Chinese user can connect to the international Internet
        network. We rely on this backbone and China Telecom and China Netcom to provide
        data communications capacity primarily through local telecommunications lines.
        Although the Chinese government has announced plans to aggressively develop
        the
        national information infrastructure, we cannot assure you that this
        infrastructure will be developed. In addition, we have no guarantee that
        we will
        have access to alternative networks and services in the event of any disruption
        or failure. If the necessary infrastructure standards or protocols or
        complementary products, services or facilities are not developed by the Chinese
        government, the growth of our business could be hindered.
  *We
        may be adversely affected by complexity, uncertainties and changes in PRC
        regulation of Internet business and companies, including limitations on our
        ability to own key assets such as our website.*
  The
        Chinese government heavily regulates its Internet sector including the legality
        of foreign investment in the Chinese Internet sector, the existence and
        enforcement of content restrictions on the Internet and the licensing and
        permit
        requirements for companies in the Internet industry. Because these laws,
        regulations and legal requirements with regard to the Internet are relatively
        new and evolving, their interpretation and enforcement involve significant
        uncertainty. In addition, the Chinese legal system is a civil law system
        in
        which decided legal cases may be cited for reference but have little
        precedential value. As a result, in many cases it is difficult to determine
        what
        actions or omissions may result in liability. Issues, risks and uncertainties
        relating to China's government regulation of the Chinese Internet sector
        include
        the following:
  o
        We only
        have contractual control over our website in China; we do not own it due
        to the
        restriction of foreign investment in businesses providing value-added
        telecommunication services, including computer information services, online
        promotional advertising or electronic mail box services.
  o
        In
        addition, uncertainties relating to the regulation of the Internet business
        in
        China, including evolving licensing practices, give rise to the risk that
        permits, licenses or operations at some of our companies may be subject to
        challenge, which may be disruptive to our business, or subject us to sanctions,
        requirements to increase capital or other conditions or enforcement, or
        compromise enforceability of related contractual arrangements, or have other
        harmful effects on us.
  o
        On
        December 11, 2001, the day China formally joined the World Trade Organization,
        the PRC State Council promulgated the FITE Regulations, which became effective
        on January 1, 2002. The FITE Regulations stipulate that the foreign party
        to a
        foreign-invested telecommunications enterprise can hold an equity share in
        such
        foreign-invested telecommunications enterprise that provides basic telecom
        services or value-added telecom services, ultimately not to exceed 49% or
        50%,
        respectively. The Administrative Measures for Telecommunications Business
        Operating License were promulgated by the Chinese Ministry of Information
        Industry (MII) on December 26, 2001 and came into effect on January 14, 2002
        to
        supplement the FITE Regulations. However, there are still uncertainties
        regarding the interpretation and application of the FITE Regulations.
  o
        The
        numerous and often vague restrictions on acceptable content in China subject
        us
        to potential civil and criminal liability, temporary blockage of our website
        or
        complete cessation of our website. For example, the State Secrecy Bureau,
        which
        is directly responsible for the protection of state secrets of all Chinese
        government and Chinese Communist Party organizations, is authorized to block
        any
        website it deems to be leaking state secrets or failing to meet the relevant
        regulations relating to the protection of state secrets in the distribution
        of
        online information.
  o
        Because
        the definition and interpretation of prohibited content are in many cases
        vague
        and subjective, it is not always possible to determine or predict what and
        how
        content might be prohibited under existing restrictions or restrictions that
        might be imposed in the future. For example, in January 2005, the Chinese
        State
        Administration of Radio, Film & Television ("SARFT"), which regulates radio
        and television stations in China, issued a notice prohibiting commercials
        for
        value-added services related to "fortune-telling" from airing on radio and
        television stations, effective in February 2005. This notice could also lead
        to
        further actions by other Chinese government authorities to prohibit the sale
        of
        such fortune-telling related value-added services, which could have a material
        adverse effect on our financial position, results of operations, or cash
        flows.
        SARFT or other Chinese government authorities may prohibit the marketing
        of
        other advertising services via a channel we depend on to generate revenues,
        which could also have a material adverse effect on our financial position,
        results of operations or cash flows.
  21
  o
        Certain
        Chinese governmental authorities have stated publicly that they are in the
        process of preparing new laws and regulations that will govern Internet
        activities. The areas of regulation currently include online advertising,
        online
        news reporting, online publishing, and the provision of industry-specific
        (e.g.,
        drug-related) information over the Internet. Other aspects of our online
        operations may be subject to regulation in the future. Our operations may
        not be
        consistent with these new regulations when they are put into effect and,
        as a
        result, we could be subject to severe penalties as discussed above.
  o
        The
        governing body of China's mobile industry, from time to time issues policies
        that regulate the business practices relating to advertising. We cannot predict
        the timing or substance of such regulations. Such regulations may have a
        negative impact on our business.
  The
        interpretation and application of existing Chinese laws, regulations and
        policies, the stated positions of the MII and possible new laws, regulations
        or
        policies have created substantial uncertainties regarding the legality of
        existing and future foreign investments in, and the businesses and activities
        of, Internet businesses in China, including our business.
  *If
        tax benefits currently available to us in China were no longer available,
        our
        effective income tax rates for our China operations could increase to
        33%.*
  We
        are
        incorporated in the Nevada where no state income taxes are imposed, however
        United State federal income taxes are imposed. We have operations in four
        tax
        jurisdictions including China, the U.S., Hong Kong and Canada. For the U.S.,
        Hong Kong and Canada, we have incurred net accumulated operating losses for
        income tax purposes. We believe that it is more likely than not that these
        net
        accumulated operating losses will not be utilized in the future and hence
        we
        have not recorded income tax provisions or benefits for these locations.
        We do
        not expect that we will record any income tax provisions for our operations
        in
        the U.S., Hong Kong and Canada in the foreseeable future.
  Even
        if
        we are in compliance with Chinese governmental regulations relating to licensing
        and foreign investment prohibitions, the Chinese government may prevent us
        from
        advertising or distributing content that it believes is inappropriate and
        we may
        be liable for such content or we may have to stop profiting from such
        content.
  China
        has
        enacted regulations governing Internet access and the distribution of news
        and
        other information. In the past, the Chinese government has stopped the
        distribution of information over the Internet that it believes to violate
        Chinese law, including content that it believes is obscene, incites violence,
        endangers national security, is contrary to the national interest or is
        defamatory. In addition, we may not publish certain news items, such as news
        relating to national security, without permission from the Chinese government.
        Furthermore, the Ministry of Public Security has the authority to cause any
        local Internet service provider to block any website maintained outside China
        at
        its sole discretion. Even if we comply with Chinese governmental regulations
        relating to licensing and foreign investment prohibitions, if the Chinese
        government were to take any action to limit or prohibit the distribution
        of
        information through our network or to limit or regulate any current or future
        content or services available to users on our network, our business could
        be
        significantly harmed.
  *Because
        the definition and interpretation of prohibited content is in many cases
        vague
        and subjective, it is not always possible to determine or predict what and
        how
        content might be prohibited under existing restrictions or restrictions that
        might be imposed in the future.*
  In
        January 2005, the Chinese State Administration of Radio, Film and Television
        ("SARFT"), which regulates radio and television stations in China, issued
        a
        notice prohibiting commercials for MVAS related to "fortune-telling" from
        airing
        on radio and television stations effective in February 2005. This notice
        could
        also lead to further actions by other Chinese government authorities to prohibit
        the sale of such fortune-telling related SMS which could have a material
        adverse
        effect on our financial position, results of operations, or cash flows. SARFT
        or
        other Chinese government authorities may prohibit the marketing of other
        value-added services via a channel we depend on to generate revenues, which
        could have a material adverse effect on our financial position, results of
        operations or cash flows.
  *You
        may experience difficulties in effecting service of legal process, enforcing
        foreign judgments or bringing original actions in China based on United States
        or other foreign laws against us.*
  We
        conduct our operations in China and a significant portion of our assets is
        located in China. In addition, some of our directors and executive officers
        reside within China. As a result, it may not be possible to effect service
        of
        process within the United States or elsewhere outside China upon those directors
        or executive officers, including with respect to matters arising under U.S.
        federal securities laws or applicable state securities laws. Moreover, our
        Chinese counsel has advised us that China does not have treaties with the
        U.S.
        and many other countries that provide for the reciprocal recognition and
        enforcement of judgment of courts. As a result, recognition and enforcement
        in
        China of judgments of a court of the U.S. or any other jurisdiction in relation
        to any matter may be difficult or impossible.
  22
  *We
        may be exposed to infringement claims by third parties, which, if successful,
        could cause us to pay significant damage awards.*
  Third
        parties may initiate litigation against us alleging infringement of their
        proprietary rights. In the event of a successful claim of infringement and
        our
        failure or inability to develop non-infringing technology or license the
        infringed or similar technology on a timely basis, our business could be
        harmed.
        In addition, even if we are able to license the infringed or similar technology,
        license fees could be substantial and may adversely affect our results of
        operations.
  *Our
        failure to compete successfully may hinder our growth.*
  The
        markets for Internet advertising and related products and services are intensely
        competitive and such competition is expected to increase. Our failure to
        compete
        successfully may hinder our growth. We believe that our ability to compete
        depends upon many factors both within and beyond our control,
        including:
  o
        the
        development of new online advertising media and methods;
  o
        the
        timing and market acceptance of new products and enhancements of existing
        services developed by us and our competitors;
  o
        the
        ability to attract and retain qualified personnel;
  o
        changing demands regarding customer service and support;
  o
        shifts
        in sales and marketing efforts by us and our competitors; and
  o
        the
        ease of use, performance, price and reliability of our services and
        products.
  Some
        of
        our competitors have longer operating histories, greater name recognition,
        larger customer bases and significantly greater financial, technical and
        marketing resources than ours. In addition, current and potential competitors
        have established or may establish cooperative relationships among themselves
        or
        with third parties to increase the ability of their products or services
        to
        address the needs of our prospective clients. In addition, most online
        advertising companies are seeking to broaden their business models, so that
        companies that do not currently compete directly with us may decide to compete
        more directly with us in the future. We may be unable to compete successfully
        against current or future competitors.
  *Changes
        in laws and standards relating to data collection and use practices and the
        privacy of internet users, or related litigation, could harm our
        business.*
  The
        U.S.
        federal and various state governments have recently proposed limitations
        on the
        collection and use of information regarding Internet users. In 2004 and 2005,
        the U.S. Congress proposed several new pieces of legislation that would limit
        the use of technologies deemed to be "spyware", which some bills have defined
        to
        include cookies, Web beacons and javascript, which are required by our products
        and services. The effectiveness of our advertising products and services
        could
        be significantly limited by federal and state regulations limiting the
        collection or use of information regarding Internet users. Since many of
        the
        proposed federal and state laws or regulations are being developed, we cannot
        yet determine the impact these regulations may have on our business. In
        addition, growing public concern about privacy and the collection, distribution
        and use of personal information has led to self-regulation of these practices
        by
        the Internet advertising and direct marketing industry, and to increased
        federal
        and state regulation. Lastly, a number of civil actions have been brought
        by
        federal and state authorities against companies alleged to have distributed
        "spyware" without the proper consent of users. The Network Advertising
        Initiative has developed self-regulatory principles for online preference
        marketing. We are also subject to various federal and state regulations
        concerning the collection, distribution and use of personal information.
        These
        laws include the Children's Online Privacy Protection Act and state laws
        that
        limit or preclude the use of voter registration and drivers license information,
        as well as other laws that govern the collection and use of consumer credit
        information. While we monitor legislative initiatives, in the event that
        more
        onerous federal or state laws or regulations are enacted or applied to us
        or to
        our clients, our business, financial condition and results of operations
        could
        be materially and adversely affected.
  *Privacy
        concerns may prevent us from collecting user data.*
  Growing
        concerns about the use of cookies and data collection may limit our ability
        to
        develop user profiles. Web sites typically place small files of information,
        commonly known as "cookies," on a user's hard drive, generally without the
        user's knowledge or consent. Cookie information is passed to the Web site
        through the Internet user's browser software. Our software technology enables
        the use of cookies and other non-personally-identifying information to deliver
        targeted advertising and to limit the frequency with which an advertisement
        is
        shown to a user. Most currently available Internet browsers allow users to
        modify their browser settings to prevent cookies from being stored on their
        hard
        drive, and Microsoft Corporation changed the design and instrumentation of
        its
        Web browser to give users the option to accept or reject third-party cookies.
        A
        small minority of users are currently choosing to prevent certain cookies.
        Users
        can also delete cookies from their hard drive or modify them at any time.
        Some
        Internet commentators and privacy advocates have suggested limiting or
        eliminating the use of cookies. Any reduction or limitation in the use of
        cookies or increase in the number of users blocking cookies could limit the
        effectiveness of our sales and marketing efforts and impair our profiling
        and
        targeting capabilities. Such changes also could adversely affect our ability
        to
        determine the reach of advertising campaigns sold and delivered by us and
        the
        frequency with which users of sites see the same advertisement.
  23
  If
        the
        use or effectiveness of cookies is limited, we would likely have to switch
        to
        other technology that would allow us to gather demographic and behavioral
        information. While such technology currently exists, it is substantially
        less
        effective than cookies. Replacement of cookies could require significant
        engineering time and resources, might not be completed in time to avoid negative
        consequences to our business, financial condition or results of operations,
        and
        might not be commercially feasible.
  *We
        face risks associated with technological changes.*
  The
        Internet and Internet advertising markets are characterized by rapidly changing
        technologies, evolving industry standards, frequent new product and service
        introductions and changing customer demands. Our future success will depend
        on
        our ability to adapt to rapidly changing technologies and to enhance existing
        solutions and develop and introduce a variety of new solutions to address
        our
        customers' changing demands. We may experience difficulties that could delay
        or
        prevent the successful design, development, introduction or marketing of
        our
        services. In addition, our new services or enhancements must meet the
        requirements of our current and prospective customers and must achieve
        significant market acceptance. Material delays in introducing new services
        and
        enhancements may cause customers to forego purchases of our services and
        purchase those of our competitors.
  In
        addition, the development of commercial software and technology that blocks,
        eliminates or otherwise screens out Internet advertising may reduce the value
        of
        advertising inventory services and the benefits of our services to our
        customers. We cannot guarantee that a new commercial software or technology,
        for
        end-users or enterprises, will not be capable of eliminating a portion or
        all of
        the advertisement formats, including email, banners, pop-ups, pop-unders
        and
        other formats, that we utilize through the Internet or that we currently
        deliver
        through our services. To the extent that our customers refuse to pay for
        advertisements that are blocked, or if the use of blocking software exceeds
        our
        expectations, our business, results of operations and financial condition
        may be
        materially and adversely affected.
  **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
  None
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
  None
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  On
        August
        17, 2006, the Shareholders ratified the Board of Director’s actions to create
        500,000 shares of Series A Convertible Preferred Stock. (Form 8-K filed with
        the
        Commission on October 27, 2006)
  On
        August
        18, 2006, the Shareholders ratified the Board of Director’s actions to offer
        Chief Executive Officer and President, Michael Mak, an Employment Agreement.
        (Form 8-K filed with the Commission on October 27, 2006)
  On
        October 19, 2006, the Shareholders ratified the Board of Director’s actions
        taken to issue S-8 shares from the Non-Qualified Incentive Stock Compensation
        Plan 2006 (Form S-8 filed with the Commission on October 27, 2006) in the
        amount
        of 25,000,000 shares.
  On
        October 19, 2006, the Shareholders ratified the Board of Director’s actions
        taken to enter into 12 management agreements with consultants, in consideration
        of the consultant’s services, each will be issued a determined amount of S-8
        shares pursuant to their management agreements. (Form 8-K filed with the
        Commission on November 3, 2006).
  On
        October 25, 2006, the Shareholders ratified the Board of Director's actions
        taken to file a new Non-Qualified Incentive Stock Compensation Plan 2006
        (Form
        S-8 filed with the Commission on October 27, 2006) in the amount of 25,000,000
        shares.
  24
  **ITEM
        5. OTHER INFORMATION**
  On
        September 13, 2006, the Company filed a Form 8-K stating it had filed with
        the
        Secretary of State of Nevada a Certificate of Amendment to the Articles of
        Incorporation stating the increase in total authorized shares of the Company
        from 75,000,000 at a par value of $0.001 to 200,000,000 at a par value of
        $0.001.
  
  **ITEM
        6. EXHIBITS AND REPORTS ON FORM 8-K**
  (a)
        Exhibits
  **INDEX
        TO EXHIBITS**
 **OF**
 **ASIA
        GLOBAL HOLDINGS CORP.**
 
 31.1  Rule
        13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
 31.2  Rule
        13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
 32  Section
        1350 Certification
  (b)
        None.
 
 **SIGNATURES**
  Pursuant
        to the requirements of Section 13 of 15(d) of the Securities and Exchange
        Act of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
  **ASIA
        GLOBAL HOLDINGS CORP.**
  (Registrant)
  Date:November
                  19, 2006
              By:
              /s/ Michael MakMichael
                Mak, President
  25