UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549









FORM
10-K





x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT


OF
1934





For the
fiscal year ended September 30, 2009





OR





o  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934





For the
transition period
from             
to





Commission File
Number 000-50788









ASIA
GLOBAL HOLDINGS CORP.





(Exact
name of registrant as specified in its charter)





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





Room
      901, Haleson Building1
      Jubilee StreetCentral,
      Hong Kong





(Address
of principal executive offices)





Telephone
(+852) 2850 7680  Fax (+852) 2850 7588


(Issuer's
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act: None.





Securities
registered pursuant to Section 12(g) of the Act: Common Stock ($0.001 par
value)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
  Rule 405 of the Securities Act. x No Yes   ̈





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  x   No Yes
 ̈





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  ̈    No
x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.





Large
accelerated filer   ̈            Accelerated
filer   ̈          Non-accelerated
filer   ̈


Smaller
reporting company x





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





As of
September 30, 2009, the aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant was approximately $_543,192 based on
the closing sale price as reported on the Over-the-Counter Bulletin
Board.   As of September 30, 2009 and July 26, 2010, there were
242,138,400  shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None








EXPLANATORY
NOTE





Effective
December 21, 2009, Asia Global Holdings Corp. (the “Company”) changed its
fiscal year from December 31 to September 30, to align the Company’s fiscal year
with the fiscal year of its operating subsidiary, Ultra Professional Limited
(“UPL”), which
was acquired by the Company in a stock exchange transaction as of September 29,
2009.  As of September 30, 2009, the Company sold its wholly-owned
subsidiary Sino Trade-Intelligent Development Corp., Limited.   These
transactions were reported on Form 8-K, filed on November 19, 2009, with the
acquisition of UPL being accounted for as a reverse acquisition and
recapitalization of the Company by UPL as the accounting acquirer (legal
acquiree), and the Company being treated as the accounting acquiree (legal
acquirer).





As a
result of these transactions, the Company is deemed to be a continuation of the
business of UPL.  See Note 1 to the audited financial statements included
in this Report.  This Annual Report on Form 10-K includes financial
information for the period from inception of UPL (January 2, 2009) to September
30, 2009, and the financial statements for the (former) two fiscal periods ended
December 31, 2008.  Other information is provided in accordance with the
requirements of Form 10-K.


2





TABLE
OF CONTENTS





PART
      IITEM
      1.
                
                Business
                4ITEM
      1A.
                
                Risk
      Factors
                5ITEM
      1B.
                
                Unresolved
      Staff Comments
                8ITEM
      2.
                
                Properties
                8ITEM
      3.
                
                Legal
      Proceedings
                8ITEM
      4.
                
                Submission
      of Matters to a Vote of Security Holders
                9PART
      IIITEM
      5.
                
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                9ITEM
      6.
                
                Selected
      Financial Data
                9ITEM
      7.
                
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                11ITEM
      7A.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                15ITEM
      8.
                
                Financial
      Statements and Supplementary Data
                16ITEM
      9.
                
                Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
                17ITEM
      9A(T).
                
                Controls
      and Procedures
                17ITEM
      9B.
                
                Other
      Information
                17PART
      IIIITEM
      10.
                
                Directors
      and Executive Officers of the Registrant
                17ITEM
      11.
                
                Executive
      Compensation
                19ITEM
      12.
                
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                22ITEM
      13.
                
                Certain
      Relationships and Related Transactions
                23ITEM
      14.
                
                Principal
      Accountant Fees and Services
                23PART
      IVITEM
      15
                
                Exhibits,
      Financial Statement Schedules
                23SIGNATURES


3





INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS





This
Annual Report on Form 10-K contains forward-looking statements. These statements
relate to future events or our future financial performance. 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,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements. We undertake no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.





Readers
are also urged to carefully review and consider the various disclosures made by
us which attempt to advise interested parties of the factors which affect our
business, including without limitation the disclosures made in PART I. ITEM 1A:. Risk
Factors and PART II.
ITEM 6 "Management's Discussion and Analysis or Plan of Operation"
included herein.





PART
I





Item
1. Business





History
and Overview





Asia
Global Holdings Corp. ("AAGH" or the "Company") was incorporated in the state of
Nevada on February 1, 2002 under the name Longbow Mining Inc. 
 Effective May 12, 2004, we changed our name to BonusAmerica Worldwide
Corporation. On June 6, 2006, we changed our name to Asia Global Holdings
Corp.  From June 2006 through September 30, 2009, our business was
providing advertising services to small and medium size manufacturers (primarily
located in Southern China) of products for export to the United States. 
 Operations were conducted through direct and indirect subsidiaries,
including Sino Trade-Intelligent Development Corp., Limited (“Sino Trade”), Idea
Asia Limited, China Media Power Limited, and Wah Mau Corporate Planning
Development Co., Ltd.  Idea Asia and Wah Mau were wholly owned subsidiaries
of Sino Trade. CMP was a 60%-owned subsidiary of Idea Asia.





In 2008,
revenue declined by 53.4% from $10,664,613 in 2007 to $4,968,145 in 2008
primarily resulting from decreased advertising sales due to the global economic
downturn in the last quarter of 2008.  As the global financial crisis
worsened in 2009, our client base was severely impacted, resulting in revenues
of $36,603 for the six months ended June 30, 2009, and no revenues for the three
months ended June 30, 2009.





After
management changes in 2008 and early 2009, there was a change in control of AAGH
on September 28, 2009, when Michael Mak, a former officer and director, and
principal shareholder of AAGH, and his 100% owned affiliate Stanford
International Holding Corporation, sold 33,500,000 common shares of the Company,
and 250,000 shares of Series A preferred stock of the Company, to Sina Dragon
Holdings Limited, for US$10,000.00 cash paid to Mr. Mak and Stanford
International Holding.  The shares then represented 36.5% of the voting
rights of the outstanding common stock on September 28, 2009 (the preferred
stock has voting rights as if converted into common stock – see Part III, Item
11, “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters”).  Sina Dragon, a private Hong Kong investment
company, is 100% owned by Mr. Stanley Lai, who is its sole officer and
director.   Mr. Ping Shun Lai (brother of Mr. Stanley Lai) was
appointed as a director and officer of the Company.


4





On
September 29, 2010, AAGH acquired Ultra Professional Limited (“UPL”), by issuing 100
million common shares (restricted under Rule 144) to the sole shareholder of UPL
(Mr. Kwong-Lim Liang).  .  UPL was incorporated in the British Virgin
Islands as a BVI Business Company under the BVI Business Companies Act, 2004, on
January 2, 2009, and commenced business in July 2009.  Its principal
business is the provision of advertising consultation services in Hong Kong and
the People’s Republic of China.  UPL commenced operation in July
2009.  On September 29, 2009, the Company entered into an agreement for the
purchase of all the outstanding shares of common stock of Ultra Professional
Ltd. (a company incorporated under the laws of the British Virgin Islands), by
issuing 100 million common shares of the Company to the sole shareholder of
Ultra Professional (Mr. Kwong-Lim Liang).  The acquisition was closed as of
September 29, 2009.  Prior to his acquisition of the Company shares, Mr.
Liang was not an affiliate of the Company.  Following the acquisition of
UPL, Mr. Kwong-Lim Liang was appointed a director of AAGH.  His 100 million
shares represent 34.2% of the common stock voting rights,  See Part III,
Item 11 “Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.”





Business





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





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





Item
1A. Risk Factors





Risks
Related to the Company





Our
business is a small enterprise with negative working capital as of September 30,
2009.





UPL
commenced operations in July 2009.  For the period from its inception in
January 2009 through September 30, 2009, UPL had revenues of $57,692 (all from
just two customers) and recorded net income of $5,388, with an accumulated
deficit of $(278,182).   At September 30, 2009, AAGH had negative
working capital of $(36,812), and owed $57,485 to related parties (Sina Dragon
Holdings Ltd. and Mr. Kwong-Lim Liang, president of UPL and a director of
AAGH.





We will
continue to be dependent on financial support from Sina Dragon Holdings and Mr.
Kwong-Lim Liang until such time, if ever, as UPL becomes a successful business
with sufficient revenue to support AAGH’s operations.  We have no plans or
arrangements in place to raise third-party capital to expand UPL, and there is
no assurance adequate capital can be raised.





Through
September 30, 2009, we had two customers, and our business could be adversely
affected if we do not increase the number of customers and increase
revenues.





For the
period from commencing operations in July 2009, through September 30, 2009, we
recorded revenues from only two customers, with which we do not have long term
contracts.  Reliance on few customers poses risks to the business.  If
we are not successful in increasing the customer base, loss of one or both
customers would adversely impact the Company.


5


We
face formidable competition in our business.





There are
a number of companies that provide consulting services similar to those
available through UPL.  Some of the competitors are international
organizations with many employees, extensive client lists, and a broad range of
services including creation and publication of advertising campaigns,  The
persistence of the global economic recession has adversely impacted the smaller
businesses we target as potential clients.  As a result of these factors,
there is more competition focused on fewer clients.  UPL’s relationship
with government personnel overseeing advertising in the PRC may not be
sufficient to outweigh UPL’s substantial competitive weaknesses.




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





Our
results of operations could be impacted by changes in overall economic
conditions that impact consumer spending within China and the United States.
Future economic conditions such as employment levels, consumer confidence,
business conditions, stock market volatility, interest and tax rates, and
unexpected changes in PRC government regulation of both internal and foreign
business enterprises, could reduce demand for UPL’s advertising consulting
services.





Acquisitions
may harm our financial results.





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





Risks Related to Doing
Business in China





Certain
important certificates, permits, and licenses are subject to PRC governmental
control and renewal, and the failure to obtain renewal would adversely impact
our business.





Doing
business in the PRC is subject to compliance with numerous permits and
licenses.  Our licences and permits, and those required of SZIG, must be
complied with and renewed periodically.  During the application or renewal
process, businesses will be evaluated and re-evaluated by the appropriate
governmental authorities and must comply with the prevailing standards and
regulations, which may change from time to time. In the event that we or SZIG
are not able to obtain or renew the certificates, permits and licenses, all or
part of our and/or SZIG’s PRC operations may be suspended by the government,
which would have a material adverse effect on our business and financial
condition. Furthermore, if escalating compliance costs associated with
governmental standards and regulations restrict or prohibit any part of our or
SZIG’s operations, it may adversely affect our results of operations and
profitability.





Uncertainties
with respect to the PRC legal system could limit the legal protections available
to you and us.





We
conduct substantially all of our business through our operating subsidiary in
the PRC, which is a wholly foreign owned enterprise in China, and, as such, it
is generally subject to laws and regulations applicable to foreign invested
enterprises in China. The PRC legal system is based on written statutes, and
prior court decisions may be cited for reference but have limited precedential
value. Since 1979, a series of new PRC laws and regulations have significantly
enhanced the protections afforded to intellectual property rights and various
forms of foreign investments in China. However, since these laws and regulations
are relatively new and the PRC legal system continues to rapidly evolve, the
interpretations of many laws, regulations and rules are not always uniform and
enforcement of these laws, regulations and rules involve uncertainties, which
may limit legal protections available to you and us. In addition, any litigation
in China may be protracted and result in substantial costs and diversion of
resources and management attention.


6





As
our operating subsidiary, and all of our assets, are located outside the United
States, it will be extremely difficult to acquire jurisdiction and enforce
liabilities against the Company and our officers, directors and assets based in
China.





Although
the Company is a Nevada corporation, all our officers and directors reside
outside of the United States. and all our assets will be located outside the
United States. As a result, it may be difficult or impossible to effect service
of process within the United States upon our directors or officers and our
subsidiary, or enforce against any of them court judgments obtained in United
States’ courts, including judgments relating to United States federal securities
laws. In addition, there is uncertainty as to whether the courts of the PRC
would recognize or enforce judgments of United States’ courts obtained against
us predicated upon the civil liability provisions of the securities laws of the
United States, or be have jurisdiction to hear original actions brought in the
United States predicated upon the securities laws of the United States.
Furthermore, because all of our assets are located in the PRC, it would also be
extremely difficult to access those assets to satisfy an award entered against
us in United States court.





The
loss of services of Mr. Kwong-Lim Liang would adversely affect our
business.





Because
all operations as of the date of this Report are conducted at our subsidiary
UPL, our success depends entirely upon the continued services of Mr. Kwong-Lim
Liang, president of UPL and a director of AAGH.  Although UPL, intends to
employ additional persons and retain consultants from time to time, Mr.
Kwong-Lim Liang’s experience with PRC government policies is key to advancing
the business.  It would be difficult, if not impossible, to find a
replacement if he were unable to continue in service.





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, and managerial personnel. We hope to expand our
total workforce and will need to attract qualified personnel in order to grow
our business.  We may not be able to attract, integrate and retain the
numbers and types of candidates that we desire.  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.


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.





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





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





The
income statements of our 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.


7





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 shares has been and may continue to be subject to
considerable daily fluctuations. During the twelve months ended December 31,
2008, the closing sale prices of our ordinary shares on the Over-the-Counter
Bulletin Board ranged from $0.018 to $0.143 per share and from $0.0012 to $0.031
for the nine months ended September 30, 2009. To a large extent, this volatility
and trending down in stock prices has reflected AAGH’s changing business
results.  However, in addition, smaller companies generally have seen stock
prices and trading volumes diminish since early 2008, 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.
These broad market and industry fluctuations may continue  to adversely
affect the price of our shares, independently of operating results.





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





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





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





Sina
Dragon Holdings Ltd., and Mr. Kwong-Lim Liang (formerly the sole shareholder of
UPL, and now a director of AAGH), contol 28.6% and 34.2% of the voting rights on
the common stock.  Though they do not constitute a “group” for SEC
reporting purposes, and are not affiliated with each other, together they are
able to substantially influence all matters requiring the approval of 
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.


Item
1B. Unresolved Staff Comments





Not
applicable.





Item
2. Properties





We
currently occupy a small office space in Hong Kong located at Room 901, Haleson
Building, 1, Jubilee Street, Central, Hong Kong, for rent of $423 on a
month-to-month basis.





Item
3. 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.


8


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





During
the fiscal year ended September 30, 2009, there were no matters submitted to the
security holders for a vote.





PART
II.





ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.





Since
July 17, 2006, our common stock has been traded on the Over-the-Counter Bulletin
Board under the symbol “AAGH.OB”.  As of August 2, 2010, there were: (i)
914 shareholders
of record, without giving effect to determining the number of shareholders who
hold shares in "street name" or other nominee status; (ii) no outstanding
options to purchase shares of common stock; and (iii) 242,138,400 shares of
common stock and 250,000 shares of preferred stock (convertible into 50,000,000
shares of common stock), issued and outstanding.





The
following table sets forth, for the fiscal quarters indicated (based on a fiscal
year ending September 30), the high and low closing prices as reported by the
Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.





Sales
Price


High
                        
                        
                        LowFiscal
      2008First
      Quarter
                        
                        $
                        0.315
                        
                        
                        $
                        0.07Second
      Quarter
                        
                        $
                        0.097
                        
                        
                        $
                        0.055Third
      Quarter
                        
                        $
                        0.064
                        
                        
                        $
                        0.031Fourth
      Quarter
                        
                        $
                        0.05
                        
                        
                        $
                        0.018Fiscal
      2009First
      Quarter
                        
                        $
                        0.05
                        
                        
                        $
                        0.018Second
      Quarter
                        
                        $
                        0.031
                        
                        
                        $
                        0.01Third
      Quarter
                        
                        $
                        0.025
                        
                        
                        $
                        0.0026Fourth
      Quarter
                        
                        $
                        0.009
                        
                        
                        $
                        0.0012





Dividend
Policy





Common
Stock.





We have
never paid cash dividends and have no plans to do so in the foreseeable future.
Our future dividend policy will be determined by our Board of Directors and will
depend upon a number of factors, including our financial condition and
performance, our cash needs and expansion plans, income tax consequences, and
the restrictions that applicable laws and our credit arrangements then
impose.





Preferred
Stock.





The
Series A Preferred Convertible Stock does not pay dividends.





Recent
Sales of Unregistered Securities





During
the fiscal year ended September 30, 2009, we issued 100 million common shares to
the former shareholder of UPL, a resident of Hong Kong.  These shares were
issued as restricted securities under the Securities Act of 1933.  AAGH
claims the exemption available under Section 4(2) of the Act.





Item
6. Selected Financial Data.





The
following tables summarize certain selected financial information of AAGH for
the period presented. The financial information as of September 30, 2009 and the
period from January 2, 2009 (inception of UPL) to September 30, 2009 should be
considered with the information for such period under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our
consolidated financial statements and the related notes thereto included in this
Report.


9





The
tables as of and for the years ended December 31, 2007 and 2008 present
information for AAGH’s fiscal year ended December 31, while tables as of and for
the period ended September 30, 2009 present information for the new fiscal year,
with UPL as the accounting acquirer and AAGH as the legal acquirer.





Year Ended Dec 312007
                        
                        
                        2008Revenue
                        
                        $
                        10,783,574
                        
                        
                        $
                        4,968,145Cost
      of sales
                        
                        $
                        -4,450,861
                        
                        
                        $
                        -4,107,219Gross
      profit
                        
                        $
                        6,332,713
                        
                        
                        $
                        860,926Depreciation
      and amortization
                        
                        $
                        -195,960
                        
                        
                        $
                        -210,359Selling
      and distribution expenses
                        
                        $
                        -1,423,005
                        
                        
                        $
                        -2,177,927General
      and administrative expenses
                        
                        $
                        -7,427,293
                        
                        
                        $
                        -2,002,332Other
      income
                        
                        $
                        18,017
                        
                        
                        $
                        19,976Interest
      expense
                        
                        $
                        -77,260
                        
                        
                        $
                        -87,677Loss
      before income taxes and minority interest
                        
                        $
                        -1,936,016
                        
                        
                        $
                        -3,597,393Income
      tax expense
                        
                        $
                        -810,609
                        
                        
                        $
                        638,440Loss
      from discontinued operations
                        
                        $
                        -3,161,920
                        
                        
                        $
                        -258,386Net
      loss attributable to the Shareholders of the Company
                        
                        $
                        -5,908,545
                        
                        
                        $
                        -3,217,339Loss
      per Share — basic (US$)
                        
                        $
                        -0.06
                        
                        
                        $
                        -0.02Loss
      per Share — diluted (US$)
                        
                        $
                        -0.06
                        
                        
                        $
                        -0.02





Year Ended Dec 31,2007
                      
                      
                      2008Balance
      Sheet DataCash
      and cash equivalents
                      
                      $
                      846,907
                      
                      
                      $
                      261,053Total
      current assets
                      
                      $
                      4,976,551
                      
                      
                      $
                      559,353Total
      assets
                      
                      $
                      5,348,259
                      
                      
                      $
                      566,955Short-term
      borrowings
                      
                      $
                      1,578,078
                      
                      
                      $
                      692,503Total
      current liabilities
                      
                      $
                      2,958,293
                      
                      
                      $
                      1,515,192Total
      stockholders’ equity (deficit)
                      
                      $
                      2,159,203
                      
                      
                      $
                      -948,237





January 2, 2009 (Inception of UPL)
                    to Sept. 30, 2009Revenue
                  
                  $
                  57,692Cost
      of revenue
                  
                  $
                  -17,949Gross
      profit
                  
                  $
                  39,743Operating
      Expenses (selling, general and administrative)
                  
                  $
                  -31,206Income
      before  income taxes
                  
                  $
                  8,537Income
      tax expense
                  
                  $
                  -3,149Net
      income
                  
                  
                  5,388Net
      income per share – Basic and diluted
                  
                  $
                  0.00Weighted
      average shares outstanding  -Basic and diluted
                  
                  
                  239,761,741





New Fiscal Year Ended Sept. 30, 2009Balance
      Sheet DataCash
      and cash equivalents, and accounts receivable
                  
                  $
                  58,693Total
      current assets
                  
                  $
                  58,693Total
      assets
                  
                  $
                  59,711Amounts
      due to director, and shareholder
                  
                  $
                  57,485Total
      current liabilities
                  
                  $
                  95,505Total
      stockholders’ (deficit)
                  
                  $
                  -35,794Accumulated
      (deficit)
                  
                  $
                  -278,182


10





Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.





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





Overview
and Future Plan of Operations





In 2008
the Company generated all its revenue from the media and advertising business.
In March 2008 the Company discontinued production of the Who Wants To Be A
Millionaire? TV show and largely scaled down the TV entertainment
business.  In 2008 revenue declined by 53.4% from $10,664,613 in 2007 to
$4,968,145 in 2008 primarily resulting from decreased advertising sales due to
the global economic downturn starting from the fourth quarter of 2008. The
Company experienced a loss of $3,217,339 in 2008.  Business conditions
worsened in 2009, to the point that no revenues were recorded for the three
months ended June 30, 2009.





On
September 29, 2009, we acquired a small but profitable advertising consulting
business (Ultra Professional Limited) in a stock exchange transaction, and the
next day (September 30, 2010) sold the subsidiary Sino Trade for nominal
consideration,   These transactions have positioned AAGH for possible
future growth, by eliminating Sino Trade and its various subsidiaries which were
generating considerable losses, and changing business direction to the business
advertising consulting sector in Hong Kong and the PRC.





Results
of Operations for the Period from UPL’s inception (January 2, 2009) through
September 30, 2009





In the
period from July 2009 (commencement of operations) through September 30, 2009,
UPL recorded net after tax income of $5,388 on revenues of $57,692 and cost of
revenue of $17,949  Operating expenses of $31,206 were comprised of audit
fee of $25,000  and rental fee of $1,269.





Financial
Condition


At
September 30, 2009, AAGH owed $6,203 to Mr. Kwong-Lim Liang for a non-interest
bearing loan he made to UPL, and an additional $51,282 loaned to AAGH by Sina
Dragon Limited to pay for AAGH general and administrative expense incurred in
the period from January 2, 2009 through September 30, 2009.





Additional
loans from Sina Dragon may be needed to continue operations as UPL increases
business activities, and to fund AAGH’s costs of SEC reporting and other general
and administrative cost items.  However, Sina Dragon has made no commitment
to advance additional funds.





Results
of Operations for the Twelve Months Ended December 31, 2008 and December 31,
2007





During
the twelve months ended December 31, 2008, we experienced a net loss of
$3,217,339 attributable primarily to a significant decrease in revenue. During
this period we generated all of our revenues from our media & advertising
business.





Revenue





In 2008,
our revenues declined by 53.4% from $10,664,613 in 2007 to $4,968,145 in 2008
primarily resulting from decreased advertising sales due to global economic
downturn starting from the fourth quarter of 2008.


11





Cost
of Sales





Cost of
sales were $4,107,219 representing 82.7% of our total revenue of $4,968,145 for
the twelve month period ended December 31, 2008 as compared to $3,495,128, also
32.8% of total revenue of $10,664,613 for the twelve month period ended December
31, 2007. The increase in cost of sales as a percentage of total revenue is
attributed to a significant decrease in revenue returned against comparable
selling efforts.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses decreased $4,655,640 to $4,390,618 for the
twelve month period ended December 31, 2008 as compared to $9,046,258 for the
twelve month period ended December 31, 2007. The decrease in expenses during the
twelve month period ended December 31, 2008 was primarily attributable to a
reduction in consulting in professional fees of $5,312,222.





Depreciation,
Amortization of Intangible Assets, and Impairment Loss of Property, Plant and
Equipment





In 2008
we experienced non-cash expenditures of $210,359 from depreciation of fixed
assets and amortization as compared to $195,960 in 2007, an increase of 7%. Also
we made an impairment loss on long live assets including equipments, customer
list and database of $761,062 after the impairment test under SFAS No.
142.





Other
Income (Expense)





Total
other income (expense) for both periods presented was immaterial and consisted
of the following:





2008
                  
                  
                  2007Other
      income
                  
                  
                  12,821
                  
                  
                  
                  149Interest
      income
                  
                  $
                  7,155
                  
                  
                  $
                  17,868Interest
      expense
                  
                  $
                  (87,677
                  )
                  
                  $
                  (77,260
                  )Total
      other expense
                  
                  $
                  (67,701
                  )
                  
                  $
                  (59,243
                  )





Net
Income/Loss





Net loss
for 2008 was $3,217,339 compared to net loss of $5,908,545 in 2007. Loss is
primarily attributed to significant decrease in revenue in 2008.





Trends,
Events, and Uncertainties





Demand
for our services and products will be dependent on, among other things, market
acceptance of our concept and general economic conditions, which are cyclical in
nature. Our business operations may be adversely affected by our competitors and
prolonged recessionary periods. We are in the process of seeking additional
financing to accelerate our business plan. There is no assurance additional
financing will be available, or if available, that it will be available on
reasonable terms. Even if we do obtain such financing, there is no assurance
that we will be able to generate profitable operations.





Liquidity
and Capital Resources for the Twelve Month Period Ended December 31, 2008 and
2007





Cash
flows from operating activities





We
experienced positive cash flows provided by operations in the amount of $260,911
for the twelve month period ended December 31, 2008, primarily due to net loss
from continuing operations of $2,958,953 offset by non-cash items of impairment
charges of $766,217, decrease in accounts receivable of $2,875,582 and decrease
in income tax payable of $424,016.




12


For the
twelve month period ended December 31, 2007 we experienced positive cash flows
provided by operations in the amount of $3,071,989, primarily due to net loss
from operations of $2,746,625 offset by non-cash charges such as depreciation
and amortization of $195,960, common stock issued for services of $5,293,825,
stock-based compensation to an executive of $260,877 and changes in operating
assets such as an increase in accounts receivable of $484,079 coupled with
decrease in our accounts payable and accrued expenses of $359,686.





Net cash
used in discontinued operations was $187,574 for the twelve month period ended
December 31, 2008, while net cash used in discontinued operations was $1,446,039
for the twelve month period ended December 31, 2007.





Cash
flows from investing activities





Net cash
flows used in investing activities for 2008 was $314,200 primarily representing
the expenditure on intangible assets of $585,076.





For 2007
net cash flows used in investing activities was $1,030,407 primarily
representing the purchase of property, plant and equipment in the amount of
$889,542.





Cash
flows from financing activities





Net cash
flows used in financing activities for 2008 was $589,350 representing the
repayments of secured bank loan of $847,953 partially offset by repayment from
related parties of $394,897.





For 2007
net cash flows provided by financing activities was $1,437,008 representing
repayment from related parties of $562,074 and net funds advanced under banking
agreements of $737,456.





Liquidity





Our
growth plans may require additional funding from outside sources. We intend to
pursue discussions with existing shareholders, third party financing sources and
potential lenders to ensure access to funds as required. Our future liquidity
will depend on our revenue growth and our ability to sell our products and
services at positive gross margins and control our operating expenses. Over the
coming twelve months, we expect to spend approximately $500,000 for operating
expenses. These capital needs must be met from external sources of
financing.





The
accompanying consolidated financial statements contemplate continuation of the
Company as a going concern. Due to the Company’s current year net loss of
approximately $3,217,339 substantial doubt to continue as a going concern is
raised and realization of a major portion of the assets in the accompanying
consolidated balance sheet is dependent upon the continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financing requirements and the success of its future operations.





Management
believes the Company has the ability to continue as a going concern only if it
can meet its financing requirements through external sources of financing.
Management plans to continue reviewing all aspects of its business and make
adjustments as needed to those considered unprofitable. The Company must meet
its financing requirements through external sources of financing or the Company
cannot continue to operate as a going concern. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities or any other adjustment that might be necessary should the Company
be unable to continue as a going concern.





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




13




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.





Revenue
recognition





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





Accounts
receivable and provision for bad debts





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





Impairment
of long-lived assets





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





Accounting
for stock-based compensation





The
Company adopted SFAS No. 123  (revised  2004),
"Share-Based  Payment" ("SFAS  123(R)"), on January 1, 2006,
which requires the measurement and recognition of
compensation  expense for all share-based awards made to employees and
directors, including employee stock options and shares issued through its
employee stock purchase plan, based on estimated fair values. Prior to the
adoption of SFAS 123(R), the Company accounted for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
("APB") Opinion No.25, "Accounting for Stock Issued to Employees." Under the
intrinsic value method that was used to account for stock-based awards prior to
January 1, 2006, which had been allowed under the original provisions of SFAS
123, compensation expense was recorded on the date of grant if the current
market price of the underlying stock exceeded the exercise price. Any
compensation expense was recorded on a straight-line basis over the vesting
period of the grant. The adoption of this standard had a significant impact to
the Company's accompanying consolidated financial statements since the Company
entered into an employment agreement included stock-based compensation awards
with its former President, Michael Mak, who was also the Company’s former Chief
Executive Officer and former interim Chief Financial Officer, on August 18,
2006. Except for the above, the adoption of this standard had no impact to the
Company’s financial position, results of operations or cash flows as the
Company's previous stock-based compensation awards expired prior to January 1,
2006, and there have been no grants during the current year. The accounting
effect of recording compensation expense is a charge to earnings, thereby
reducing our net earnings.


14




Taxes
on earnings





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 and the mix of earnings in the
jurisdictions in which we operate in determining the need for a valuation
allowance. In the event we 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 such determination is
made. Likewise, if we later determine that it is more likely than not that the
net deferred tax assets would be realized, the previously provided valuation
allowance would be reversed.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Interest
Rate Risk





We are
exposed to interest rate risk primarily with respect to our short-term bank
loans. Although the interest rates are fixed for the terms of the loans, the
terms are typically twelve months and interest rates are subject to change upon
renewal. There were no material changes in interest rates for short-term bank
loans during the fiscal year ended December 31, 2008.  A hypothetical
1.0% increase in the annual interest rates for all of our credit facilities at
approximately $423,000 would decrease net income before provision for income
taxes by approximately $4,000 for the fiscal year ended December 31,
2008.  Management monitors the banks’ interest rates in conjunction
with our cash requirements to determine the appropriate level of debt balances
relative to other sources of funds. We have not entered into any hedging
transactions in an effort to reduce our exposure to interest rate
risk.





Foreign
Exchange Risk





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





Inflation





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




15





Item
8. Financial Statements and Supplementary Data.





ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS




PageReport
      of Independent Registered Public Accounting Firm
                    
                    F-1Consolidated
      Balance Sheet as of September 30, 2009
                    
                    F-2Consolidated
      Statements of Operations for the period from January 2, 2009 (Inception)
      to September 30, 2009
                    
                    F-3Consolidated
      Statements of Cash Flows for the period from January 2, 2009 (Inception)
      to September 30, 2009
                    
                    F-4Consolidated
      Statement of Stockholders’ Equity for the period from January 2, 2009
      (Inception) to September 30, 2009
                    
                    F-5Notes
      to Consolidated Financial Statements for the period from January 2, 2009
      (Inception) to September 30, 2009
                    
                    F-6
      - F-14




16










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The Board
of Directors and Stockholders of


Asia
Global Holdings Corp.


(Successor
of Ultra Professional Limited)





We have
audited the accompanying consolidated balance sheet of Asia Global Holdings
Corp. and its subsidiary (“the Company”) as of September 30, 2009 and the
related consolidated statements of operations and comprehensive loss, cash flows
and stockholders’ deficit for the period from January 2, 2009 (Inception) to
September 30, 2009. The financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of September
30, 2009 and the results of operations and cash flows for the period from
January 2, 2009 (Inception) to September 30, 2009 and in conformity with
accounting principles generally accepted in the United States of
America.





/s/ ZYCPA Company LimitedZYCPA
      Company LimitedCertified
      Public AccountantsHong
      Kong, ChinaNovember
      22, 2010







F-1




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
BALANCE SHEET


AS
OF SEPTEMBER 30, 2009


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





September 30, 2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                        
                        $
                        1,001Accounts
      receivable
                        
                        
                        57,692Total
      current assets
                        
                        
                        58,693Non-current
      assets:Plant
      and equipment
                        
                        
                        1,018TOTAL
      ASSETS
                        
                        $
                        59,711LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                        
                        
                        34,872Income
      tax payable
                        
                        
                        3,148Amount
      due to director
                        
                        
                        6,203Amount
      due to a stockholder
                        
                        
                        51,282Total
      current liabilities
                        
                        
                        95,505Total
      liabilities
                        
                        
                        95,505Commitment
      and contingenciesStockholders’
      deficit:Series
      A, convertible preferred stock, $0.001 par value; 500,000 shares
      authorized; 250,000 shares issued and outstanding shares as of September
      30, 2009
                        
                        
                        250Common
      stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares
      issued and outstanding as of September 30, 2009
                        
                        
                        242,138Accumulated
      deficit
                        
                        
                        (278,182
                        )Total
      stockholders’ deficit
                        
                        
                        (35,794
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                        
                        $
                        59,711





See
accompanying notes to consolidated financial statements.


F-2


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENT OF OPERATIONS


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


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





Period from January
                              2, 2009 (Inception) to
                              September 30, 2009Revenues,
      net
                            
                            $
                            57,692Cost
      of revenue
                            
                            
                            (17,949
                            )Gross
      profit
                            
                            
                            39,743Operating
      expenses:Selling,
      general and administrative
                            
                            
                            (31,206
                            )Total
      operating expenses
                            
                            
                            (31,206
                            )INCOME BEFORE INCOME
      TAXES
                            
                            
                            8,537Income
      tax expense
                            
                            
                            (3,149
                            )NET
      INCOME
                            
                            $
                            5,388Net
      income per share – Basic and diluted
                            
                            $
                            0.00Weighted
      average shares outstanding – Basic and Diluted
                            
                            
                            239,761,741





See
accompanying notes to consolidated financial statements.


F-3


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENT OF CASH FLOWS


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


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





Period from January
                        2, 2009 (Inception) to
                        September 30, 2009Cash
      flows from operating activities:Net
      income
                      
                      $
                      5,388Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
                      
                      
                      28Change
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      (57,692
                      )Accounts
      payable and accrued liabilities
                      
                      
                      34,872Income
      tax payable
                      
                      
                      3,148Net
      cash used in operating activities
                      
                      
                      (14,256
                      )Cash
      flows from investing activities:Purchase
      of property, plant and equipment
                      
                      
                      (1,046
                      )Net
      cash used in investing activities
                      
                      
                      (1,046
                      )Cash
      flows from financing activities:Advance
      from a director
                      
                      
                      6,203Advance
      from a stockholder
                      
                      
                      10,100Net
      cash provided by financing activities
                      
                      
                      16,303NET CHANGE IN CASH AND CASH
      EQUIVALENTS
                      
                      
                      1,001CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                      
                      
                      -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                      
                      $
                      1,001SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                      
                      $
                      -Cash
      paid for interest
                      
                      $
                      -





See
accompanying notes to consolidated financial statements.


F-4


ASIA
GLOBAL HOLDING CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY


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


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





Series A, Convertible Preferred
                              Stock
                            
                            
                            Common Stock
                            
                            
                            Accumulated
                            
                            
                            Total stockholders’No. of shares
                            
                            
                            Amount
                            
                            
                            No. of shares
                            
                            
                            Amount
                            
                            
                            deficit
                            
                            
                            equityBalance
      as of January 2, 2009 (Inception)
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            100,000,000
                            
                            
                            $
                            100,000
                            
                            
                            $
                            (99,900
                            )
                            
                            $
                            100Shares
      effectively issued to former AAGH shareholders as part of the September
      29, 2009 recapitalization
                            
                            
                            250,000
                            
                            
                            
                            250
                            
                            
                            
                            142,138,400
                            
                            
                            
                            142,138
                            
                            
                            
                            (183,670
                            )
                            
                            
                            (41,282
                            )Net
      income for the period
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            5,388
                            
                            
                            
                            5,388Balance
      as of September 30, 2009
                            
                            
                            250,000
                            
                            
                            $
                            250
                            
                            
                            
                            242,138,400
                            
                            
                            $
                            242,138
                            
                            
                            $
                            (278,182
                            )
                            
                            $
                            (35,794
                            )





See
accompanying notes to consolidated financial statements.


F-5




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





1.
            ORGANIZATION
      AND BUSINESS BACKGROUND





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





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





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





After the
consummation of the share exchange and disposal transactions, UPL’s shareholder
held approximately 34% of the voting rights as a major shareholder in the
combined entity.





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





The stock
exchange transaction has been accounted for as a reverse acquisition and
recapitalization of the Company whereby UPL is deemed to be the accounting
acquirer (legal acquiree) and the Company to be the accounting acquiree (legal
acquirer). The Company is deemed to be a continuation of the business of
UPL.





Accordingly,
the accompanying consolidated financial statements include the
following:





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





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





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




2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





·
            Basis
      of presentation





These
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
(“US GAAP”).





·
            Use
      of estimates





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


F-6


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





·
            Cash
      and cash equivalents





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





·
            Accounts
      receivable and allowance for doubtful
accounts





Accounts
receivable are recorded at the invoiced amount and do not bear interest. The
allowance for doubtful accounts is the Company’s best estimate of the amount of
probable credit losses in the existing accounts receivable. The Company
determines the allowance based on historical write-off experience of the
Company. The Company reviews its allowance for doubtful accounts on a regular
basis. All other balances are reviewed on a specific basis based on the aging of
receivables, payment history, the customer’s current credit worthiness and the
economic environment. Account balances are charged off against the allowance
after all means of collection have been exhausted and the potential for recovery
is considered remote. The Company does not have any off-balance-sheet credit
exposure related to its customers.





As of
September 30, 2009, the Company did not record any amount of the allowance for
doubtful accounts.





·
            Plant
      and equipment





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





Depreciable lifeOffice
      equipment
              
              3
      to 5 years





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





Depreciation
expense for the period from January 2, 2009 (Inception) to September 30, 2009
was $28.





·
            Impairment
      of long-life assets





Long-lived
assets primarily include plant and equipment. In accordance with the provisions
of ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived
Assets” (ASC 360-10-5), the Company reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be fully recoverable. If the total of the
expected undiscounted future net cash flows is less than the carrying amount of
the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. There has been no impairment as of September 30,
2009.





·
            Revenue
      recognition





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





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


F-7


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





·
            Cost
      of revenue





Cost of
revenue includes subcontracting fee, printing and material costs that are
attributable to the rendering the service to the customers.





·
            Advertising
      expense





Advertising
costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The
Company incurred no such cost for the period from January 2, 2009 (Inception) to
September 30, 2009.





·
            Income
      taxes





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





For the
period from January 2, 2009 (Inception) to September 30, 2009, the Company did
not have any interest and penalties associated with tax positions. As of
September 30, 2009, the Company did not have any significant unrecognized
uncertain tax positions.





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





·
            Foreign
      currencies translation





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





The
reporting currency of the Company is the United States Dollars ("US$"). The
Company maintains its books and records in its local currency, Hong Kong Dollars
("HK$"), which is functional currency as being the primary currency of the
economic environment in which the entity operates. The Company adopts ASC Topic
830-30, “Translation of
Financial Statement”, to translate the financial
statement into US$ from HK$, using the exchange rate on the balance sheet date
as to assets and liabilities. Revenues and expenses are translated at average
rates prevailing during the period. The gains and losses resulting from
translation of financial statements of foreign subsidiary are recorded as a
separate component of accumulated other comprehensive income within the
statement of stockholders’ equity. For the period from January 2, 2009
(Inception) to September 30, 2009, the impact of foreign currencies translation
is insignificant and no comprehensive income or loss is recorded.





·
            Related
      parties





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


F-8




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





·
            Segment
      reporting





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





·
            Fair
      value measurement





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





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





·
            Financial
      instruments





Cash and
cash equivalents, accounts receivable, accounts payable and accrued liabilities,
income tax payable and amount due to a director and a stockholder, are carried
at cost which approximates fair value. Any changes in fair value of assets or
liabilities carried at fair value are recognized in other comprehensive income
for each period.





·
            Recent
      accounting pronouncements





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





In
September 2009, Accounting Standards Codification (“ASC”) became the source of
authoritative U.S. GAAP recognized by the Financial Accounting Standards Board
(“FASB”) for nongovernmental entities, except for certain FASB Statements not
yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.





The
Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”) effective January 2, 2009. Topic 810-10 changes the manner of
presentation and related disclosures for the noncontrolling interest in a
subsidiary (formerly referred to as a minority interest) and for the
deconsolidation of a subsidiary. The adoption of these sections did not have a
material impact on the Company’s consolidated financial
statements.


F-9


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





ASC Topic
815-10, “Derivatives and
Hedging” (formerly SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”) was adopted by the Company effective
January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.





In April
2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and
Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4,
“Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”). The
standard provides additional guidance on estimating fair value in accordance
with ASC 820-10 when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity
for the asset or liability have significantly decreased and includes guidance on
identifying circumstances that indicate if a transaction is not orderly. The
Company adopted this pronouncement effective April 1, 2009 with no impact on its
consolidated financial statements.





In April
2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of
Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of
financial instruments disclosure for interim reporting periods of publicly
traded companies as well as in annual financial statements. ASC 825-10 is
effective for interim periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009. There was no material impact to the
Company’s consolidated financial statements as a result of the adoption of ASC
825-10.





In April
2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting”
(“ASC 825-10”). ASC 825-10 requires the fair value of financial instruments
disclosure in summarized financial information at interim reporting periods. ASC
825-10 is effective for interim periods ending after June 15, 2009 and was
adopted by the Company in the second quarter of 2009. There was no material
impact to the Company’s consolidated financial statements as a result of the
adoption of ASC 825-10.





In June
2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No.
46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”.
The provisions of ASC Topic 810-10-05 amend the definition of the primary
beneficiary of a variable interest entity and will require the Company to make
an assessment each reporting period of its variable interests. The provisions of
this pronouncement are effective January 1, 2010. The Company is evaluating the
impact of the statement on its consolidated financial statements.





In July
2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 168 codified all previously issued
accounting pronouncements, eliminating the prior hierarchy of accounting
literature, in a single source for authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10
“Generally Accepted Accounting
Principles”, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the Company’s consolidated financial
statements.





In August
2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair
Value”. The new guidance provides clarification that in circumstances in
which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the third quarter of 2009
and it did not materially affect the Company’s financial position and results of
operations.





In
October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13,
“Revenue Recognition (Topic
605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB
Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its consolidated financial
statements.


F-10


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





In
January 2010, the FASB issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and
Disclosures”, (ASU 2010-06) which provides amendments to ASC 820, “Fair Value Measurements and
Disclosures” that require new disclosures regarding (1) transfers in and
out of Levels 1 and 2 fair value measurements and (2) activity in Level 3 fair
value measurements. Additionally, ASU 2010-06 clarifies existing fair value
disclosures about the level of disaggregation and about inputs and valuation
techniques used to measure fair value. The guidance in ASU 2010-06 is effective
for interim and annual reporting periods beginning after December 15, 2009,
except for disclosures about purchases, sales, issuances, and settlements in the
roll forward activity in Level 3 fair value measurements which are effective for
fiscal years beginning after December 15, 2010, and for interim periods within
those fiscal years. The adoption of this ASU did not have a material effect on
the Company’s consolidated financial statements.




3.
            ACCOUNTS
      RECEIVABLE





The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, management has determined that
no allowance for doubtful accounts is required for the period from January 2,
2009 (Inception) to September 30, 2009.




4.
            AMOUNT
      DUE TO DIRECTOR





As of
September 30, 2009, amount due to a director of $6,203, Mr. Kwong-Lim Liang
represented temporary advances, which were unsecured, interest free and
repayable on demand. The imputed interest on this amount is not
significant.




5.
            AMOUNT
      DUE TO STOCKHOLDER





As of
September 30, 2009, amount due to a stockholder of $51,282, Sina Dragon Holdings
Limited represented temporary advances, which were unsecured, interest free and
repayable on demand. The imputed interest on this amount is not
significant.




6.
            STOCKHOLDERS’
      EQUITY





On
September 29, 2009, the Company approved to issue 100,000,000 shares of common
stock for share exchange transaction.





As of
September 30, 2009, the number of authorized and outstanding shares of the
Company’s common stock was 300,000,000 shares and 242,138,400 shares,
respectively.


F-11


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


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


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





7.
            NET
      INCOME PER SHARE





Basic net
income per share is computed using the weighted average number of common stock
outstanding during the period. Diluted net income per share is computed using
the weighted average number of common stock outstanding and common stock
equivalents during the period. Pursuant to stock exchange transaction on
September 29, 2009, the weighted average number of common shares issued and
outstanding was adjusted to account for the effects of the stock exchange
transaction as more fully described in Note 1.





The
following table sets forth the computation of basic and diluted net income per
share for the period from January 2, 2009 (Inception) to September 30,
2009:


Period from January 2,
                  2009 (Inception) to
                  September 30, 2009Basis
      and diluted net income per share calculationNumerator:-
      Net income in computing basic and diluted net income per
    share
                
                $
                5,388Denominator:Weighted
      average shares outstanding – Basic and diluted
                
                
                239,761,741Net
      income per share – Basic and diluted
                
                $
                0.00




8.
            INCOME
      TAXES





For theperiod from January 2,
2009 (Inception) to September 30, 2009, the local (United States) and foreign
components of income (loss) before income taxes were comprised of the
following:





Period from January 2,
                        2009 (Inception) to
                        September 30, 2009Tax
      jurisdictions from:–
      Local
                      
                      $
                      (10,000
                      )–
      Foreign
                      
                      
                      18,537Income
      (loss) before income taxes
                      
                      $
                      8,537




Provision
for income taxes consisted of the following:





Period from January 2,
                  2009 (Inception) to
                  September 30, 2009Current:–
      Local
                
                $
                -–
      Foreign
                
                
                3,149Deferred:–
      Local
                
                
                -–
      Foreign
                
                
                -Provision
      for income taxes
                
                $
                3,149




F-12




ASIA
GLOBAL HOLDINGS CORP.
 (Successor
of Ultra Professional Limited)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE PERIOD FROM JANUARY 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
 (Currency
expressed in United States Dollars (“US$”))




The
effective tax rate in the years presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. During the period from January 2, 2009 (Inception) to September 30, 2009,
the Company has a subsidiary that operates in Hong Kong and is subject to tax in
the jurisdictions in which it operates, as follows:





United
States of America





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





Hong
Kong





UPL is
subject to the Hong Kong Profits Tax Laws at the statutory rate of 16.5% on the
assessable income for the periods presented.





For the
period from January 2, 2009 (Inception) to September 30, 2009, UPL generated an
operating income of $18,537 for income tax purposes. A reconciliation of income
before income taxes to the effective income tax rate as follows:


Period from January 2,
                          2009 (Inception) to
                          September 30, 2009Income
      before income taxes
                        
                        $
                        18,537Statutory
      income tax rate
                        
                        
                        16.5
                        %Income
      tax expense at statutory tax rate
                        
                        
                        3,059Non-deductible
      items
                        
                        
                        90Income
      tax expense
                        
                        $
                        3,149




No
provision for deferred tax assets or liabilities has been made, since the
Company had no material temporary differences between the tax bases of assets
and liabilities and their carrying amounts.






9.
            CONCERNTRATIONS
      OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





For the
period from January 2, 2009 (Inception) to September 30, 2009, the customer who
accounts for 10% or more of the Company’s revenues is presented as
follows:





Period ended September 30, 2009
                            
                            
                            September 30, 2009Revenues
                            
                            
                            Percentage
                              of revenues
                            
                            
                            Trade accounts
                              receivableCustomer
      A
                            
                            $
                            32,051
                            
                            
                            
                            56
                            %
                            
                            $
                            32,051Customer
      B
                            
                            
                            25,641
                            
                            
                            
                            44
                            %
                            
                            
                            25,641Total:
                            
                            $
                            57,692
                            
                            
                            
                            100
                            %
                            
                            $
                            57,692




F-13




ASIA
GLOBAL HOLDINGS CORP.
 (Successor
of Ultra Professional Limited)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE PERIOD FROM JANUARY 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
 (Currency
expressed in United States Dollars (“US$”))


(b)         Major
vendors





For the
period from January 2, 2009 (Inception) to September 30, 2009, one vendor
represented more than 10% of the Company’s purchases.





(c)         Credit
risk





No
financial instruments that potentially subject the Company to significant
concentrations of credit risk. Concentrations of credit risk are limited due to
the Company’s large number of transactions are on the cash basis.




10.
            COMMITMENTS
      AND CONTINGENCIES





The Company currently does not have any
formal rent agreements on office premises and pays the rent expense at a fixed sum on a monthly
basis. The Company incurred rent expense of $1,269 for the period from January
2, 2009 (Inception) to September 30, 2009.




F-14


Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure





Not
applicable.





Item
9A.  Controls and Procedures





Not
applicable.





Item
9A(T),  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





In
accordance with the rules required by the SEC for information required to be
disclosed, in this annual report, the Company’s management evaluated, with the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, the effectiveness and the operation of the Company’s disclosure
controls and procedures. Based upon their evaluation of these disclosure
controls and procedures, Chief Executive Officer and Chief Financial Officer
have concluded that the Company’s disclosure controls and procedures were
effective for accumulating recording, processing, summarizing and communicating,
to the Company’s management, to ensure timely decisions regarding disclosure
information needed within the time periods specified in the SEC rules and
forms.





Management’s Report on
Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a - 15(f). Our internal control system was designed to provide reasonable
assurance to our management and the Board of Directors regarding the preparation
and fair presentation of published financial statements. All internal control
systems, no matter how well designed have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Our management
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2009. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") in Internal Control - Integrated Framework -
Guidance for Smaller Public Companies (the COSO criteria). Based on our
assessment we believe that, as of September 30, 2009 (the end of our new fiscal
year), our internal control over financial reporting is effective based on those
criteria.





This
report does not include an attestation report by our independent registered
public accounting firm, regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permits the Company to only provide management’s report in
this Form 10-K.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during the year ended September 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





PART
III.





Item
10. Directors, Executive Officers and Corporate Governance.





DIRECTORS
AND EXECUTIVE OFFICERS





Our
directors and officers, as of the date this Report is filed, are set forth
below. The directors hold office for their respective term and until their
successors are duly elected and qualified. Vacancies in the existing Board are
filled by a majority vote of the remaining directors. The officers serve at the
will of the Board of Directors.




17




Name
                    
                    Age
                    
                    Position
                    
                    Director
      SincePing
      Shun Lai
                    
                    63
                    
                    Chief
      Executive Officer, Interim
                    
                    Sept.
      29, 2009Financial
      Officer and DirectorKwong-Lim
      Liang
                    
                    69
                    
                    Director
                    
                    November
      16, 2009





Mr. Ping
Shun Lai was appointed the Chief Executive Officer, Interim Financial Officer,
and a Director of AAGH as of September 28, 2009, in connection with the change
of control of AAGH resulting from Sina Dragon Holdings Limited purchase of a
block of common and preferred stock from a Mr. Mak, a former officer and
director.  Mr. Ping-Shun Lai has more than 40 years of experience in
running manufacturing operations in Hong Kong and the People’s Republic of
China, and has established relationships with high-level personnel within
different Ministries of the PRC.  Since 1999, he has been a consultant
and director for Teams Uniform Specialist Co., Ltd., a privately-held garment
manufacturing company based in Hong Kong.





Mr.
Kwong-Lim Liang was appointed to the Board of Directors following AAGH’s
acquisition of Ultra Professional on September 30, 2009.   Mr.
Liang was a director of Ultra Professional and its sole shareholder, and
continues to serve UPL as its President.  He has 20 years of
experience in structuring advertising contracts for foreign and PRC import and
export businesses.  Since 1999, Mr. Liang has been director and a
principal owner of Nina Ltd., a Hong Kong based private trading
company.  He is a brother of Mr. Stanely Lai, sole owner of Sina
Dragon Holdings Limited.





(a)
Significant Employees





Other
than our officers, there are no employees who are expected to make a significant
contribution to our corporation.





(b)
Family Relationships





Our
directors currently have terms which will end at our next annual meeting of the
stockholders or until their successors are elected and qualify, subject to their
prior death, resignation or removal. Officers serve at the discretion of the
Board of Directors. There are no family relationships among any of our directors
and executive officers. There are no family relationships among our officers,
directors, or persons nominated for such positions.





LEGAL
PROCEEDINGS





No
officer, director, or persons nominated for these positions, and no promoter or
significant employee of our corporation, has been involved in legal proceedings
that would be material to an evaluation of our management.





AUDIT
COMMITTEE





Our Board
of Directors does not have a separate audit committee. The Board has determined
that it does not have a member of its Board that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K,
and is "independent" as the term is used in Item 407(d) of Regulation
S-K.





We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. However, the Company is
considering appointing an independent qualified financial expert as well as an
additional independent professional to its Board of Directors in order to
strengthen and improve its internal disclosure controls and procedures. We are
also in the process of searching for qualified candidates to serve as our Chief
Financial Officer and/or on our audit committee and as an audit committee
financial expert.





CODE OF
ETHICS





We are in
the process of preparing a code of ethics that applies to our principal Chief
Executive Officer, Chief Financial Officer, principal accounting officer or
controller, or persons performing similar functions.





18


COMPLIANCE
WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers and beneficial holders of more than 10% of our common
stock to file with the Commission initial reports of ownership and reports of
changes in ownership of our equity securities. As of the date of this Report,
Sina Dragon Holdings Limited, Mr. Ping-Shun Lai and Mr. Kwong-Lim Liang have not
filed Forms 3 to report beneficial ownership in the Company’s
stock.





Item
11. Executive Compensation





COMPENSATION
DISCUSSION AND ANALYSIS





Background
and Compensation Philosophy





Our board
of directors consists of two individuals:  (1) Mr. Ping-Shun Lai,
Chief Executive Officer and Interim Chief Financial Officer; and (2) Mr.
Kwong-Lim Liang.  Our board of directors have historically determined
the compensation to be paid to executive officers based on our financial and
operating performance and prospects, the level of compensation paid to similarly
situated executives in comparably sized companies, and contributions made by the
officers’ to our success.  Each of the named officers will be measured
by a series of performance criteria by the board of directors, or the
compensation committee when it is established, on a yearly
basis.  Such criteria will be set forth based on certain objective
parameters such as job characteristics, required professionalism, management
skills, interpersonal skills, related experience, personal performance and
overall corporate performance.





Our board
of directors have not adopted or established a formal policy or procedure for
determining the amount of compensation paid to our executive
officers.





As our
executive leadership and board of directors grow, our board of directors may
decide to form a compensation committee charged with the oversight of executive
compensation plans, policies and programs.





Elements
of Compensation





The Company has not paid
compensation to its officers since 2007,and does not expect to begin
paying compensation until such timeasoperations
warrant.


Base
Salary





The
yearly base salary of our former CEO Mr. Michael Mak for the years of 2008 and
2007 was $60,000 of which $0 was paid in 2007 and $0 was paid in 2008. Mr. John
Leper and Mr. Hin Lee Kwong received no salary in 2008, 2007 or 2009; these
individuals ceased service in 2009.





Mr.
Ping-Shun Lai has served as president since September 2009, and has not been
paid any compensation for service.





Discretionary
Bonus





We have
not provided our executive officers with any discretionary bonuses but our board
of directors may consider the necessity of such scheme in the future based on
our financial and operating performance and prospects, the level of compensation
paid to similarly situated executives in comparably sized companies and
contributions made by the officers’ to our success .





Equity
Incentives





We have
not established equity based incentive program and have not granted stock based
awards as a component of compensation, apart from the common stock award of
approximately 2,000,000 shares of restricted common stock and an award of
500,000 shares of series A convertible preferred stock to our former CEO Mr.
Michael Mak as an employment signing bonus in 2007.  In the future, we
may adopt and establish an equity incentive plan pursuant to which awards may be
granted if our board of directors determines that it is in the best interests of
our stockholders and the Company to do so.




19


Retirement
Benefits





Our
executive officers are not presently entitled to company-sponsored retirement
benefits.





Perquisites





We have
not provided our executive officers with any material perquisites and other
personal benefits and, therefore, we do not view perquisites as a significant or
necessary element of our executive’s compensation.





Deferred
Compensation





We do not
provide our executives the opportunity to defer receipt of annual
compensation.





The
following table sets forth information for the period indicated with respect to
the persons who served as our CEO, CFO and other most highly compensated
executive officers who served on our board of directors.





SUMMARY
COMPENSATION TABLE




Name and
                                          Position
                                        
                                        Year*
                                        
                                        Salary
                                          ($)
                                        
                                        Bonus
                                          Shares ($)
                                        
                                        
                                        Stock
                                          Awards
                                          ($)
                                        
                                        
                                        Option
                                          Awards
                                          ($)
                                        
                                        
                                        Non-Equity
                                          Incentive Plan
                                          Compensation
                                          ($)
                                        
                                        
                                        Nonqualified
                                          Deferred
                                          Compensation
                                          Earnings ($)
                                        
                                        
                                        All Other
                                          Compensation
                                          ($)
                                        
                                        
                                        Total
                                          ($)Ping-Shun
      Lai, CEO & CFO
                                        
                                        2009
                                        
                                        
                                        0
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Michael
      Mak, Former CEO & CFO
                                        
                                        2009
                                        
                                        
                                        0
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        02008
                                        
                                        
                                        0
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        02007
                                        
                                        
                                        60,000
                                        
                                        
                                        260,877
                                        (1)
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        320,877John
      Leper, Former CEO
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        82,500
                                        (2)
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        82,5002007
                                        
                                        
                                        0
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0





*
            For
      fiscal years ended December 31, 2008 and 2007, and for the nine months in
      the new fiscal year ended September 30,
2009.





(1)
              Bonus
      awards represented 2,000,000 shares of restricted common stock payable to
      the Company’s former President, Mr. Michael Mak as a signing bonus to be
      earned over one year as part of a compensation package upon the execution
      of the employment agreement


(2)
            Bonus
      shares represented 1,000,000 shares of restricted common stock issued to
      the Company’s former Chief Executive Officer, Mr. John Leper.




20




SERVICE
AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS





On
October 29, 2008, the Company accepted the resignation of Michael Mak as the
Company’s Chief Executive Officer, Chief Financial Officer and as a Director.
Previously, on August 18, 2006, we entered into an Employment Agreement with Mr.
Michael Mak which was terminated upon his resignation.  Prior to the
acceptance of Mr. Mak’s resignation, the Board of Directors appointed John
Leper, Chairman of the Board of Directors, Chief Executive Officer and Chief
Financial Officer. The Board also appointed Hin Lee Kwong as Secretary and as a
Director of the Board.





We do not
have an employment agreement with Mr. Ping-Shun Lai, our sole
officer.





BONUSES
AND DEFERRED COMPENSATION





We do not
have any deferred compensation or retirement plans.  We do not have a
compensation committee; all decisions regarding compensation are determined by
our entire board of directors.





OPTION
GRANTS IN THE LAST FISCAL YEAR





We did
not grant any options or stock appreciation rights to our named executive
officers or directors in 2009.





INDEMNIFICATION
OF DIRECTORS AND EXECUTIVE OFFICERS





Our
bylaws provide for the indemnification of our present and prior directors and
officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.





Insofar
as indemnification by us for liabilities arising under the Securities Exchange
Act of 1934 may be permitted to our directors, officers and controlling persons
pursuant to provisions of the Amended Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us is in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.





At the
present time, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of ours in which indemnification would be
required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.





Compensation
of Directors





Members
of our Board of Directors receive no compensation for service.





21


Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





Security
Ownership - Certain Beneficial Owners





Beneficial
ownership is shown as September 30,2009 for shares held by (i) each person or
entity known to us to be the beneficial owner of more than 5% of our issued and
outstanding shares of common stock based solely upon a review of filings made
with the Commission and our knowledge of the issuances by us, (ii) each of our
directors, (iii) our Chief Executive Officer and our three other most highly
compensated officers whose compensation exceeded $100,000 during the fiscal year
ended December 31, 2008, or the Named Executive Officers, and (iv) all of our
current directors and executive officers as a group. Unless otherwise indicated,
the persons listed below have sole voting and investment power.




Security
Ownership - Certain Beneficial Owners and Management





AmountAnd
                                      
                                      
                                      PercentageNature
      of
                                      
                                      
                                      of
      ClassBeneficial
                                      
                                      
                                      BeneficiallyBeneficial
      Owner (including address)
                                      
                                      Title
      of class
                                      
                                      Ownership
                                      
                                      
                                      Owned(1)(2)Sina
      Dragon Holdings LimitedRoom 901, 9F, Haleson
      Building, 1 Jubilee Street,Central, Hong
      Kong
                                      
                                      Common
                                      
                                      
                                      33,500,000
                                      
                                      
                                      
                                      13.8
                                      %Preferred
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      100.0
                                      %Kwong-Lim
      Liang, Director
                                      
                                      Common
                                      
                                      
                                      100,000,000
                                      
                                      
                                      
                                      41.3
                                      %901
      Haleson Bldg., 1 Jubilee StreetCentral,
      Hong KongPing-Shun
      Lai, CEO,CFO,Director
                                      
                                      
                                      
                                      
                                      -0-
                                      
                                      
                                      
                                      -0-Officers
      and Directors
                                      
                                      Common
                                      
                                      
                                      33,500,000
                                      
                                      
                                      
                                      41.3
                                      %as
      a Group (two persons)


(1)
            On
      September 28, 2009, Michael Mak (and his 100% owned affiliate Stanford
      International Holding Corporation) sold 33,500,000 common shares of the
      Company, and 250,000 shares of Series A preferred stock of the Company, to
      Sina Dragon Holdings Limited, for an aggregate of US$10,000.00 cash paid
      to Mr. Mak and Stanford International Holding.  The shares were
      sold as restricted securities.





The
common shares represent 13.8% of the total 242,138,400 outstanding common shares
at September 30, 2009.  However, the 250,000 shares of Series A
preferred stock is convertible into 50,000,000 shares of common
stock.  Accordingly, the purchased shares together represent 28.6% of
the voting rights of shareholders, as the holders of preferred and common shares
vote together on all matters presented to shareholders (as
provided  in the Designation of Preferred Shares (Exhibit 3.1 to the
Form 8-K filed on October 27, 2006)), and the holder of the preferred shares is
entitled to vote the shares as if converted to common stock.  The
formula for determining the votes which the holder of preferred shares is
entitled to cast is set forth in the Designation.





(2)
            Mr.
      Kwong-Lim Liang owns 100,000,000 shares, representing 41.3% of the
      outstanding common stock.  However, due to the special voting
      rights of the Series A Preferred Stock held by Sina Dragon Holdings, Mr.
      Kwong-Lim Liang’s common stock holds only 34.2% of the total voting rights
      of holders of common and preferred stock
  combined.





Changes
in Control





There are
no arrangements, known to the Registrant, including any pledge by any person of
securities of the Registrant which may at a subsequent date result in a change
in control of the Registrant.





Securities
Authorized for Issuance Under Equity Compensation Plans





None.





22


Item
13. Certain Relationships and Related Transactions, and Director
Independence





Amounts
Due From/To Affiliate





As of
September 30, 2009, $51,282 was owed to Sina Dragon Holdings Limited and $6,203
was owed to Mr. Kwong-Lim Liang for advances made in the period from January 2,
2009 to September 30, 2009.  These loans do not bear interest and are
due on demand.





Director
Independence





At this
time, the Company has no directors that meet the requirements as “independent”
(as defined by Item 407(a)(1) of Regulation S-K).





Item
14. Principal Accountant Fees and Services.





The
following is a summary of the fees billed to us by HLB Hodgson Impey Cheng
(“HLB”), the Company’s former auditors, Clancy and Co., P.L.L.C. ("Clancy" for
the services rendered during the year ended December 31, 2007) and the Company's
current auditors, ZYCPA Company Limited (formerly Zhong Yi (Hong Kong) C.P.A.
Company Limited) ("ZYCPA") for professional services rendered for the period
from January 2, 2009 to September 30, 2009, and for the (former) fiscal years
ended December 31, 2008 and 2007:





2009
                      
                      
                      2008
                      
                      
                      2007Service
                      
                      ZYCPA
                      
                      
                      ZYCPA
                      
                      
                      ZYCPA
                      
                      
                      HLB
                      
                      
                      ClancyAudit
      Fees
                      
                      $
                      12,820
                      
                      
                      $
                      40,000
                      
                      
                      $
                      70,000
                      
                      
                      
                      32,000
                      
                      
                      $
                      16,750Audit
      Related
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,500
                      
                      
                      
                      5,000FeesTax
      FeesAll
      Other FeesTOTAL
                      
                      $
                      12,820
                      
                      
                      $
                      40,000
                      
                      
                      $
                      73,500
                      
                      
                      
                      37,000
                      
                      
                      $
                      16,750





Audit
fees consist of the aggregate fees billed for services rendered for the audit of
our annual financial statements, the reviews of the financial statements
included in our Forms 10-Q and for any other services that are normally provided
by our independent auditors in connection with our statutory and regulatory
filings or engagements.





Audit
related fees consist of the aggregate fees billed for professional services
rendered for assurance and related services that reasonably related to the
performance of the audit or review of our financial statements that were not
otherwise included in Audit Fees.





Tax fees
consist of the aggregate fees billed for professional services rendered for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal, state and local tax compliance and consultation in connection
with various transactions and acquisitions.





All other
fees consist of the aggregate fees billed for products and services provided by
our independent auditors and not otherwise included in Audit Fees, Audit Related
fees or Tax Fees.





Item 15. Exhibits, Financial
Statement Schedules.




(a)
Financial Statements





The
financial statements are set forth under Item 8 of this Annual Report on
Form 10-K. Financial statement schedules have been omitted since they are either
not required, not applicable, or the information is otherwise
included.





23


(b)
Exhibits





2.1*
            Articles
      of Incorporation filed with the Nevada Secretary of State on February 1,
      2002 (Exhibit 3.1 to Registration Statement on Form SB-2 filed with the
      Commission on April 25, 2002)





2.2*
            First
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on May 20, 2004 (Exhibit 3.1 to Form 8-K/A filed with the Commission
      on May 26, 2004)





2.3*
            Second
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on June 9, 2006 (Exhibit 3.1 to Form 8-K filed with the Commission
      on July 31, 2006)





2.4*
            Third
      Amendment to Articles of Incorporation filed with the Nevada Secretary of
      State on August 22, 2006 (Exhibit 3.1 to Form 8-K filed with the
      Commission on September 13, 2006)





2.5*
            Bylaws
      (Exhibit 3.4 to Registration Statement on Form SB-2 filed with the
      Commission on April 25, 2002)





2.6*
            Amended
      Bylaws (Exhibit 3.2 to Form 10Q-SB filed with the Commission on February
      19, 2003)





3.1*
            Form
      of Stock Certificate (Exhibit 4.1 to Registration Statement on Form SB-2
      filed with the Commission on April 25, 2002)10.1
            Common
      Stock Purchase Agreement (acquisition of Ultra Professional Ltd., dated
      September 29, 2009)(1)10.2
            Common
      Stock Purchase Agreement (disposition of Sino Trade Intelligent
      Development Corp. Limited, dated September 30,
  2009)(2)





31.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 13a-14
      and 15d-14 of the Exchange Act (filed
herewith)





32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. ss. 1350 (filed herewith)





*
Previously Filed


(1)
            Incorporated
      by reference from exhibit 10.1 to the Form 10-Q filed
      on  November 19, 2009


(2)
            Incorporated
      by reference form the exhibit 10.2 to the Form 10-Q filed on November 19,
      2009.





SIGNATURES





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




ASIA
      GLOBAL HOLDINGS CORP./s/
      Mr. Ping-Shun LaiMR. PING-SHUN LAI, Chief Executive Officer(Principal
      executive officer)/s/
      Mr. Ping-Shun LaiMR. PING-SHUN LAI, Chief Financial Officer(Principal
      Financial Officer)




Dated:
November 30, 2010




24