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, 2010





OR





 ̈  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, 2010, the aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant was approximately $239,004 based on the
closing sale price on that date as reported on the Over-the-Counter Bulletin
Board.  At September 30, 2010 there were 242,138,400 shares of common stock
issued and outstanding.   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 January 2, 2009 (Inception) to September 30,
2009 and the financial statements for the year ended September 30, 2010. 
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
                                                        
                                                        8PART
      IIITEM
      5.
                                                        
                                                        Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                        
                                                        8ITEM
      6.
                                                        
                                                        Selected
      Financial Data
                                                        
                                                        9ITEM
      7.
                                                        
                                                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                        
                                                        9ITEM
      7A.
                                                        
                                                        Quantitative
      and Qualitative Disclosures About Market Risk
                                                        
                                                        12ITEM
      8.
                                                        
                                                        Financial
      Statements and Supplementary Data
                                                        
                                                        12ITEM
      9.
                                                        
                                                        Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                        
                                                        13ITEM
      9A(T).
                                                        
                                                        Controls
      and Procedures
                                                        
                                                        13ITEM
      9B.
                                                        
                                                        Other
      InformationPART
      IIIITEM
      10.
                                                        
                                                        Directors
      and Executive Officers of the Registrant
                                                        
                                                        13ITEM
      11.
                                                        
                                                        Executive
      Compensation
                                                        
                                                        15ITEM
      12.
                                                        
                                                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                        
                                                        17ITEM
      13.
                                                        
                                                        Certain
      Relationships and Related Transactions
                                                        
                                                        18ITEM
      14.
                                                        
                                                        Principal
      Accountant Fees and Services
                                                        
                                                        18PART
      IVITEM
      15
                                                        
                                                        Exhibits,
      Financial Statement Schedules
                                                        
                                                        19SIGNATURES
                                                        
                                                        
                                                        
                                                        20


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 (“Idea Asia”),
China Media Power Limited (“CMP”), and Wah Mau Corporate Planning Development
Co., Ltd. (“Wah Mau”).  Idea Asia and Wah Mau were wholly-owned
subsidiaries of Sino Trade. CMP was a 60%-owned subsidiary of Idea
Asia.





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 (“Stanford International”), 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 (“Sina Dragon”), for US$10,000.00
cash paid to Mr. Mak and Stanford International Holding.  The shares then
represented 28.6%-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.





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 (“PRC”).  UPL commenced operation in July
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.”


4


Business





UPL
(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.  UPL uses Mr. Liang’s extensive
contacts and experience with government officials to help clients organize and
maintain advertising programs that are compliant.





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





Item
1A. Risk Factors





Risks
Related to the Company





Our
business is a small enterprise with negative working capital as of September 30,
2010.





UPL
commenced operations in July 2009.  For the year ended September 30, 2010,
the Company had revenues of $32,513 and recorded net loss of $76,905 during the
year, with an accumulated deficit of $355,087.  At September 30, 2010, AAGH
had negative working capital of $113,825, and owed $121,189 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 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.





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.


5


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.





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.


6


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.





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 year ended September 30, 2010, the
closing sale prices of our ordinary shares on the Over-the-Counter Bulletin
Board ranged from $0.0020 to $0.0051 per share. 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.


7


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 and Mr. Kwong-Lim Liang (formerly the sole shareholder of UPL, and now a
director of AAGH), control 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.





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





During
the fiscal year ended September 30, 2010, 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) 19
shareholders of record, without giving effect to determining the number of
shareholders who hold shares in "street name." We estimate the number of
beneficial owners with stock in street name to be approximately 900.  ;
(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
      2009First
      Quarter
                  
                  $
                  0.05
                  
                  
                  $
                  0.018Second
      Quarter
                  
                  $
                  0.031
                  
                  
                  $
                  0.015Third
      Quarter
                  
                  $
                  0.025
                  
                  
                  $
                  0.0026Fourth
      Quarter
                  
                  $
                  0.009
                  
                  
                  $
                  0.0012Fiscal
      2010First
      Quarter
                  
                  $
                  0.0051
                  
                  
                  $
                  0.0021Second
      Quarter
                  
                  $
                  0.0031
                  
                  
                  $
                  0.0020Third
      Quarter
                  
                  $
                  0.0035
                  
                  
                  $
                  0.0028Fourth
      Quarter
                  
                  $
                  0.0035
                  
                  
                  $
                  0.0021


8


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, 2010, 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 selected consolidated statements of operations data
for the year ended September 30, 2010 and the period from January 2, 2009
(Inception) to September 30, 2009, and the selected consolidated balance sheets
data as of September 30, 2010 and 2009 should be read together with the
information 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.





Year
      Ended
                                
                                
                                Jan
      2, 2009 toSep 30,
    2010
                                
                                
                                Sep 30,
    2009Revenue
                                
                                $
                                32,513
                                
                                
                                $
                                57,692Cost
      of revenue
                                
                                $
                                (15,000
                                )
                                
                                $
                                (17,949
                                )Gross
      profit
                                
                                $
                                17,513
                                
                                
                                $
                                39,743Selling,
      general and administrative expenses
                                
                                $
                                (94,418
                                )
                                
                                $
                                (31,206
                                )(Loss)
      income before income taxes
                                
                                $
                                (76,905
                                )
                                
                                $
                                8,537Income
      tax expense
                                
                                $
                                0
                                
                                
                                $
                                (3,149
                                )Net
      (loss) income
                                
                                $
                                (76,905
                                )
                                
                                $
                                5,388Net
      (loss) income per share – Basic and diluted
                                
                                $
                                (0.00
                                )
                                
                                $
                                0.00As
      of
                                
                                
                                As
      ofBalance
      Sheet Data
                                
                                Sep 30,
    2010
                                
                                
                                Sep 30,
    2009Cash
      and cash equivalents
                                
                                $
                                50,320
                                
                                
                                $
                                1,001Total
      current assets
                                
                                $
                                70,833
                                
                                
                                $
                                58,693Total
      assets
                                
                                $
                                71,959
                                
                                
                                $
                                59,711Amount
      due to related parties
                                
                                $
                                121,189
                                
                                
                                $
                                57,485Total
      current liabilities
                                
                                $
                                184,658
                                
                                
                                $
                                95,505Total
      stockholders’ equity (deficit)
                                
                                $
                                (112,699
                                )
                                
                                $
                                (35,794
                                )





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.


9


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 Year ended September 30, 2010 and the Period from its
inception (January 2, 2009) through September 30, 2009





For the
twelve months ended September 30, 2010 the Company recorded net loss of $76,905
on revenue of $32,513 and cost of revenue of $15,000. Operating expenses of
$94,418 were comprised mainly of audit fee of $33,718, legal and professional
fees of $42,489 and rental fee of $5,077.





In the
period from July 2009 (inception) through September 30, 2009, the Company
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
$12,820 and rental fee of $1,269.





Revenues:





During
the twelve months ended September 30, 2010, we had revenues of $32,513, a
decrease of $25,179 when compared to the period from its inception (January 2,
2009) to September 30, 2009. The decrease can be attributed to fewer consultant
contracts secured from customers during the period.





Cost
of Revenue





Cost of
Sales were $15,000 representing 46.1% of our total revenue during the year ended
September 30, 2010, as compared to $17,949 representing 31.1% of our total
revenue for the period from its inception (January 2, 2009) to September 30,
2009. The increase in cost of sales as a percentage of total revenue is
attributed to an increase in the cost of delivering the services in the
consultant contracts.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses increased $63,212 to $94,418 for the year
ended September 30, 2010 as compared to $31,206 for the period from its
inception (January 2, 2009) to September 30, 2009. The increase in expenses
during the twelve months ended September 30, 2010 was primarily attributable to
an increase in audit fees of $20,898 and legal and professional fees of
$42,489.





Net
(Loss) Income





Net loss
was $76,905 for the year ended September 30, 2010 as compared to a net income of
$5,388 for the period from its inception (January 2, 2009) to September 30,
2009.  The net loss was mainly attributed to the decrease in revenue and
increase in selling, general and administrative expenses.





Financial
Condition





At
September 30, 2010, AAGH owed $69,907 to Mr. Kwong-Lim Liang for a non-interest
bearing advance made to the Company, and an additional $51,282 advanced to AAGH
by Sina Dragon to pay for AAGH general and administrative expense incurred in
the period from January 2, 2009 (Inception) through September 30,
2009.





Additional
advances from Sina Dragon and/or Mr. Kwong-Lim Liang may be needed to continue
operations as the Company increases business activities, and to fund AAGH’s
costs of SEC reporting and other general and administrative cost items. 
However, neither Sina Dragon nor Mr. Liang has made any commitment to advance
additional funds.


10


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 Year Ended September 30, 2010 and the Period from
its inception (January 2, 2009) through September 30, 2009





Cash
flows from operating activities





We
experienced negative cash flows from operating activities in the amount of
$13,989 for the year ended September 30, 2010, primarily due to net loss of
$76,905 offset by decrease of accounts receivable from related parties of
$37,179 and increase in accounts payable and accrued liabilities of
$25,449.





For the
period from its inception (January 2, 2009) through September 30, 2009, we
experienced negative cash flows from operating activities of $14,256, primarily
due to net income from operations of $5,388 plus increase in accounts payable
and accrued liabilities of $34,872 offset by increase in accounts receivable
from related parties of $57,692.





Cash
flows from investing activities





Net cash
flows used in investing activities for the year ended September 30, 2010 was
$396 primarily representing the purchase of plant and equipment.





Net cash
flows used in investing activities for the period from its inception (January 2,
2009) through September 30, 2009 was $1,046 primarily representing the purchase
of plant and equipment.





Cash
flows from financing activities





Net cash
flows from financing activities for the year ended September 30, 2010 was
$63,704 primarily representing the advance from a director.





Net cash
flows from financing activities for the period from its inception (January 2,
2009) through September 30, 2009 was $16,303 representing the advance from a
director of $6,203 and the advance from a stockholder of $10,100.





Liquidity





Our
growth plans may require additional funding from outside sources. We intend to
pursue discussions with existing stockholders, 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 $100,000 for operating
expenses.





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.


11


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 collectability 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.





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.





Impairment
of long-lived assets





We review
property, plant and equipment 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.





Item
7A. Quantitative and Qualitative Disclosures About Market 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.





Item
8. Financial Statements and Supplementary Data.


12


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                
                F-1Consolidated
      Balance Sheets
                
                F-2Consolidated
      Statements of Operations
                
                F-3Consolidated
      Statements of Cash Flows
                
                F-4Consolidated
      Statement of Stockholders’ Deficit
                
                F-5Notes
      to Consolidated Financial Statements
                
                F-6
      - F-15











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 sheets of Asia Global Holdings
Corp. and its subsidiary (“the Company”) as of September 30, 2010 and 2009 and
the related consolidated statements of operations, cash flows and stockholders’
deficit for the year ended September 30, 2010 and 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 audits.





We
conducted our audits 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 audits include 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 audits provide 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, 2010 and 2009 and the results of operations and cash flows for the year
ended September 30, 2010 and the period from January 2, 2009 (Inception) to
September 30, 2009 in conformity with accounting principles generally accepted
in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred substantial losses
and a working capital deficit, all of which raise substantial doubt about its
ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 2. These consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.





/s/ ZYCPA Company
LimitedZYCPA
      Company LimitedCertified
      Public AccountantsHong
      Kong, ChinaJanuary
      10, 2011








F-1


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
BALANCE SHEETS


AS
OF SEPTEMBER 30, 2010 AND 2009


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





As of September 30,2010
                  
                  
                  2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  50,320
                  
                  
                  $
                  1,001Accounts
      receivable, related parties
                  
                  
                  20,513
                  
                  
                  
                  57,692Total
      current assets
                  
                  
                  70,833
                  
                  
                  
                  58,693Non-current
      assets:Plant
      and equipment, net
                  
                  
                  1,126
                  
                  
                  
                  1,018TOTAL
      ASSETS
                  
                  $
                  71,959
                  
                  
                  $
                  59,711LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                  
                  $
                  60,321
                  
                  
                  $
                  34,872Income
      tax payable
                  
                  
                  3,148
                  
                  
                  
                  3,148Amount
      due to a director
                  
                  
                  69,907
                  
                  
                  
                  6,203Amount
      due to a stockholder
                  
                  
                  51,282
                  
                  
                  
                  51,282Total
      current liabilities
                  
                  
                  184,658
                  
                  
                  
                  95,505Commitments
      and contingenciesStockholders’
      deficit:Series
      A, convertible preferred stock, $0.001 par value; 500,000 shares
      authorized; 250,000 shares issued and outstanding shares,
      respectively
                  
                  
                  250
                  
                  
                  
                  250Common
      stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares
      issued and outstanding, respectively
                  
                  
                  242,138
                  
                  
                  
                  242,138Accumulated
      deficit
                  
                  
                  (355,087
                  )
                  
                  
                  (278,182
                  )Total
      stockholders’ deficit
                  
                  
                  (112,699
                  )
                  
                  
                  (35,794
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  71,959
                  
                  
                  $
                  59,711





See
accompanying notes to consolidated financial statements.


F-2


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





Year ended
                    September 30, 2010
                  
                  
                  Period from January 2,
                    2009
                    (Inception) to
                    September 30, 2009Net
      revenues from related parties
                  
                  $
                  32,513
                  
                  
                  $
                  57,692Cost
      of revenue
                  
                  
                  (15,000
                  )
                  
                  
                  (17,949
                  )Gross
      profit
                  
                  
                  17,513
                  
                  
                  
                  39,743Operating
      expenses:Selling,
      general and administrative
                  
                  
                  (94,418
                  )
                  
                  
                  (31,206
                  )(Loss)
      income before income taxes
                  
                  
                  (76,905
                  )
                  
                  
                  8,537Income
      tax expense
                  
                  
                  -
                  
                  
                  
                  (3,149
                  )NET
      (LOSS) INCOME
                  
                  $
                  (76,905
                  )
                  
                  $
                  5,388Net
      (loss) income per share – Basic and diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00Weighted
      average common stock outstanding – Basic and diluted
                  
                  
                  242,138,400
                  
                  
                  
                  239,761,741





See
accompanying notes to consolidated financial statements.


F-3




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





Year ended September
                        30, 2010
                      
                      
                      Period from January 2,
                        2009
                        (Inception) to
                        September 30, 2009Cash
      flows from operating activities:Net
      (loss) income
                      
                      $
                      (76,905
                      )
                      
                      $
                      5,388Adjustments
      to reconcile net (loss) income to net cash used in operating
      activities:Depreciation
                      
                      
                      288
                      
                      
                      
                      28Changes
      in operating assets and liabilities:Accounts
      receivable from related parties
                      
                      
                      37,179
                      
                      
                      
                      (57,692
                      )Accounts
      payable and accrued liabilities
                      
                      
                      25,449
                      
                      
                      
                      34,872Income
      tax payable
                      
                      
                      -
                      
                      
                      
                      3,148Net
      cash used in operating activities
                      
                      
                      (13,989
                      )
                      
                      
                      (14,256
                      )Cash
      flows from investing activities:Purchase
      of plant and equipment
                      
                      
                      (396
                      )
                      
                      
                      (1,046
                      )Net
      cash used in investing activities
                      
                      
                      (396
                      )
                      
                      
                      (1,046
                      )Cash
      flows from financing activities:Advance
      from a director
                      
                      
                      63,704
                      
                      
                      
                      6,203Advance
      from a stockholder
                      
                      
                      -
                      
                      
                      
                      10,100Net
      cash provided by financing activities
                      
                      
                      63,704
                      
                      
                      
                      16,303NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                      
                      
                      49,319
                      
                      
                      
                      1,001CASH
      AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD
                      
                      
                      1,001
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS, END OF YEAR/PERIOD
                      
                      $
                      50,320
                      
                      
                      $
                      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 HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT


FOR
THE PERIOD FROM JANUARY 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2010


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





Series A, convertible preferred stock
                                    
                                    
                                    Common stock
                                    
                                    
                                    Accumulated
                                    
                                    
                                    Total
                                      stockholders’No. of share
                                    
                                    
                                    Amount
                                    
                                    
                                    No. of share
                                    
                                    
                                    Amount
                                    
                                    
                                    deficit
                                    
                                    
                                    deficitBalance
      as of January 2, 2009 (Inception)
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    100,000,000
                                    
                                    
                                    $
                                    100,000
                                    
                                    
                                    $
                                    (99,900
                                    )
                                    
                                    $
                                    100Shares
      effectively issued to former AAGH shareholders as part of the September
      29, 2009 recapitalization
                                    
                                    
                                    250,000
                                    
                                    
                                    
                                    250
                                    
                                    
                                    
                                    142,138,400
                                    
                                    
                                    
                                    142,138
                                    
                                    
                                    
                                    (183,670
                                    )
                                    
                                    
                                    (41,282
                                    )Net
      income for the period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,388
                                    
                                    
                                    
                                    5,388Balance
      as of September 30, 2009
                                    
                                    
                                    250,000
                                    
                                    
                                    
                                    250
                                    
                                    
                                    
                                    242,138,400
                                    
                                    
                                    
                                    242,138
                                    
                                    
                                    
                                    (278,182
                                    )
                                    
                                    
                                    (35,794
                                    )Net
      loss for the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (76,905
                                    )
                                    
                                    
                                    (76,905
                                    )Balance
      as of September 30, 2010
                                    
                                    
                                    250,000
                                    
                                    
                                    $
                                    250
                                    
                                    
                                    
                                    242,138,400
                                    
                                    
                                    $
                                    242,138
                                    
                                    
                                    $
                                    (355,087
                                    )
                                    
                                    $
                                    (112,699
                                    )





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 YEAR ENDED SEPTEMBER 30, 2010 AND
 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.”





The
Company, through its subsidiary, is mainly engaged in the provision of
advertising consultation service in Hong Kong and the People’s Republic of
China.





Recapitalization and
reorganization





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





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





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





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





UPL was
incorporated in the British Virgin Islands as a BVI Business Company under the
BVI Business Companies Act, 2004, on January 2, 2009.





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





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”).


F-6




ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





2.
            GOING
      CONCERN UNCERTAINITIES





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





For the
year ended September 30, 2010, the Company has experienced a net loss of $76,905
and working capital deficit of $113,825 with an accumulated deficit of $355,087
as of that date. The continuation of the Company as a going concern through
September 30, 2011 is dependent upon the continuing financial support from its
stockholders.





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





3.
            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 year/period reported.
Actual results may differ from these estimates.





·
              Basis
      of consolidation





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





·
            Cash
      and cash equivalents





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.


F-7


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





As of
September 30, 2010 and 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
            
            
            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 year ended September 30, 2010 and the period from January 2,
2009 (Inception) to September 30, 2009 was $288 and $28,
respectively.





·
            Impairment
      of long-lived assets





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





·
            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 year ended September 30, 2010 and the
period from January 2, 2009 (Inception) to September 30, 2009.


F-8


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





·
            Income
      taxes





Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted income tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Any
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.





ASC 740
prescribes a comprehensive model for how companies should recognize, measure,
present, and disclose in their financial statements uncertain tax positions
taken or expected to be taken on a tax return. Under ASC 740, tax positions must
initially be recognized in the financial statements when it is more likely than
not the position will be sustained upon examination by the tax authorities. Such
tax positions must initially and subsequently be measured as the largest amount
of tax benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement with the tax authority assuming full knowledge of the
position and relevant facts.





For the
year ended September 30, 2010 and 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, 2010 and 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 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 year ended September 30, 2010 and 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.





·
            Net
      (loss) income per share





The
Company calculates net (loss) income per share in accordance with ASC Topic
260,“Earnings per
Share.” Basic (loss) income per share is computed by dividing the net
(loss) income by the weighted-average number of common shares outstanding during
the period. Diluted (loss) income per share is computed similar to basic (loss)
income per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common stock equivalents had been issued and if the additional common shares
were dilutive.


F-9


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





·
            Related
      parties





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





·
            Segment
      reporting





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





·
            Fair
      value measurement





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





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





·
            Financial
      instruments





Cash and
cash equivalents, accounts 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.





·
            Recent
      accounting pronouncements





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


F-10


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





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





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





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




4.
            ACCOUNTS
      PAYABLE AND ACCRUED LIABILITIES





Accounts
payable and accrued liabilities consisted of the following:





As of September,2010
                
                
                2009Trade
      payable
                
                $
                15,000
                
                
                $
                17,949Accrued
      operating expenses
                
                
                45,321
                
                
                
                16,923$
                60,321
                
                
                $
                34,872





5.
            AMOUNT
      DUE TO A DIRECTOR





As of
September 30, 2010 and 2009, amount due to a director, Mr. Kwong-Lim Liang
represented temporary advances to the Company, which was unsecured, interest
free and repayable on demand. The imputed interest on this amount is not
significant.





6.
            AMOUNT
      DUE TO A STOCKHOLDER





As of
September 30, 2010 and 2009, amount due to a stockholder, Sina Dragon Holdings
Limited represented temporary advances made to the Company, which was unsecured,
interest free and repayable on demand. The imputed interest on this amount is
not significant.


F-11


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





7.
            STOCKHOLDERS’
      EQUITY





On
September 29, 2009, the Company approved to issue 100,000,000 shares of common
stock for share exchange transaction. Concurrently, the Company effectively
issued the aggregate of 250,000 shares of Series A convertible preferred stock
and 142,138,400 shares of common stock to former AAGH shareholders as part of
the September 29, 2009 recapitalization.





As of
September 30, 2010, the number of authorized and outstanding shares of the
Company’s common stock was 300,000,000 shares and 242,138,400 shares,
respectively.





8.
            NET
      (LOSS) INCOME PER SHARE





Basic net
(loss) income per share is computed using the weighted average number of common
stock outstanding during the period. Diluted net (loss) 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 (loss)
income per share for the year ended September 30, 2010 and the period from
January 2, 2009 (Inception) to September 30, 2009:





Year ended September
                  30, 2010
                
                
                Period from January 2,
                  2009 (Inception) to
                  September 30, 2009Basis
      and diluted net (loss) income per share calculationNumerator:-
      Net (loss) income in computing basic and diluted net (loss) income per
      share
                
                $
                (76,905
                )
                
                $
                5,388Denominator:Weighted
      average shares outstanding – Basic and diluted
                
                
                242,138,400
                
                
                
                239,761,741Net
      (loss) income per share – Basic and diluted
                
                $
                (0.00
                )
                
                $
                0.00





9.
            INCOME
      TAXES





For the
year ended September 30, 2010 and the period from January 2, 2009 (Inception) to
September 30, 2009, the local (United States) and foreign components of (loss)
income before income taxes were comprised of the following:





Year ended September
                        30, 2010
                      
                      
                      Period from January 2,
                        2009
                        (Inception) to
                        September 30, 2009Tax
      jurisdictions from:–
      Local
                      
                      $
                      (27,932
                      )
                      
                      $
                      (10,000
                      )–
      Foreign
                      
                      
                      (48,973
                      )
                      
                      
                      18,537(Loss)
      income before income taxes
                      
                      $
                      (76,905
                      )
                      
                      $
                      8,537


F-12


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





Provision
for income taxes consisted of the following:


Year ended September
                        30, 2010
                      
                      
                      Period from January 2,
                        2009
                        (Inception) to
                        September 30, 2009Current:–
      Local
                      
                      $
                      -
                      
                      
                      $
                      -–
      Foreign
                      
                      
                      -
                      
                      
                      
                      3,149Deferred:–
      Local
                      
                      
                      -
                      
                      
                      
                      -–
      Foreign
                      
                      
                      -
                      
                      
                      
                      -Income
      tax expense
                      
                      $
                      -
                      
                      
                      
                      3,149





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





United
States of America





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





Hong
Kong





UPL is
subject to the Hong Kong Profits Tax at the statutory rate of 16.5% on the
assessable income for its tax reporting years. The reconciliation of income tax
rate to the effective income tax rate based on (loss) income before income taxes
for the year ended September 30, 2010 and the period from January 2, 2009
(Inception) to September 30, 2009 is as follows:


Year ended September
                    30, 2010
                  
                  
                  Period from January 2,
                    2009
                    (Inception) to
                    September 30, 2009(Loss)
      income before income taxes
                  
                  $
                  (48,973
                  )
                  
                  $
                  18,537Statutory
      income tax rate
                  
                  
                  16.5
                  %
                  
                  
                  16.5
                  %Income
      tax at Hong Kong statutory tax rate
                  
                  
                  (8,080
                  )
                  
                  
                  3,059Tax
      effect from non-deductible items
                  
                  
                  48
                  
                  
                  
                  90Tax
      effect from tax allowance
                  
                  
                  (77
                  )
                  
                  
                  -Net
      operating loss
                  
                  
                  8,109
                  
                  
                  
                  -Income
      tax expense
                  
                  $
                  -
                  
                  
                  $
                  3,149


F-13


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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




As of
September 30, 2010, the Company has incurred $49,148 of cumulative net operating
loss carryforwards for Hong Kong tax purpose at no expiration and no benefit for
income tax has been recognized as the management believes it is more likely than
not that these assets will not be realized in the future.




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.





10.
            RELATED
      PARTIES TRANSACTIONS





(a)
            For
      the year ended September 30, 2010 and the period from January 2, 2009
      (Inception) to September 30, 2009, the Company provided advertising
      consultation services at its current market value totaling $20,513 and
      $32,051 to a related company which is controlled by a brother of the
      Company’s director, Mr. Ping-Shun Lai, in a normal course of
      business.





(b)
            For
      the year ended September 30, 2010 and the period from January 2, 2009
      (Inception) to September 30, 2009, the Company provided advertising
      consultation services at its current market value totaling $12,000 and
      $25,641 to a related company which is controlled by a brother of the
      Company’s director, Mr. Ping-Shun Lai, in a normal course of
      business.





11.
            CONCERNTRATIONS
      OF RISK





The
Company is exposed to the following concentrations of risk:





(a) 
       Major customers





For the
year ended September 30, 2010 and 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:





Year ended September 30, 2010
                          
                          
                          September 30, 2010Revenues
                          
                          
                          Percentage
                            of revenues
                          
                          
                          Accounts
                            receivableCustomer
      A
                          
                          $
                          20,513
                          
                          
                          
                          63
                          %
                          
                          $
                          20,513Customer
      B
                          
                          
                          12,000
                          
                          
                          
                          37
                          %
                          
                          
                          -Total:
                          
                          $
                          32,513
                          
                          
                          
                          100
                          %
                          
                          $
                          20,513





Period from January 2, 2009
                          (Inception) to September 30, 2009
                        
                        
                        September 30, 2009Revenues
                        
                        
                        Percentage
                          of revenues
                        
                        
                        Accounts
                          receivableCustomer
      A
                        
                        $
                        32,051
                        
                        
                        
                        56
                        %
                        
                        $
                        32,051Customer
      B
                        
                        
                        25,641
                        
                        
                        
                        44
                        %
                        
                        
                        25,641Total:
                        
                        $
                        57,692
                        
                        
                        
                        100
                        %
                        
                        $
                        57,692


F-14


ASIA
GLOBAL HOLDINGS CORP.


(Successor
of Ultra Professional Limited)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED SEPTEMBER 30, 2010 AND


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


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





(b) 
     Major vendors





For the
year ended September 30, 2010, one vendor represented more than 10% of the
Company’s purchases amounting to $15,000 with $15,000 of accounts
payable.





For the
period from January 2, 2009 (Inception) to September 30, 2009, one vendor
represented more than 10% of the Company’s purchases amounting to $17,949 with
$17,949 of accounts payable.





(c) 
     Credit risk





Financial
instruments that are potentially subject to credit risk consist principally of
accounts receivables. The Company believes the concentration of credit risk in
its accounts receivables is substantially mitigated by its ongoing credit
evaluation process and relatively short collection terms. The Company evaluates
the need for an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other
information.





12.
            COMMITMENTS
      AND CONTINGENCIES





The
Company currently does not have any formal rent agreements on office premises
and pays the rent expense at the current market value on a monthly basis. The
Company incurred rent expense of $5,077 and $1,269 for the year ended September
30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009,
respectively.


F-15


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, 2010, 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.  Recently, the SEC changed the temporary rules to a
permanent rule, exempting smaller reporting companies (such as our Company) from
the requirement that their internal controls be subject to independent
accounting firm attestation.





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, 2010 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.


13





Name
                    
                    Age
                    
                    Position
                    
                    Director SincePing-
      Shun Lai
                    
                    63
                    
                    Chief
      Executive Officer, Interim Chief
                    
                    September
      28, 2009Financial
      Officer and DirectorKwong-Lim
      Liang
                    
                    69
                    
                    Director
                    
                    November
      16, 2009





Mr. Ping
Shun Lai was appointed the Chief Executive Officer, Interim Chief 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 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 PRC, 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. He is a brother
of Mr. Stanley Lai, sole owner of Sina Dragon.





Mr.
Kwong-Lim Liang was appointed to the Board of Directors following AAGH’s
acquisition of UPL on September 29, 2009.  Mr. Liang was a director of UPL
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.





(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.


14


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, 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 time as operations
warrant.





Base
Salary


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.




Retirement
Benefits


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





15




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
                                                                                      
                                                                                      
                                                                                      02010
                                                                                      
                                                                                      0
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0
                                                                                      
                                                                                      
                                                                                      0





SERVICE
AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS





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 2010.





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.


16


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.





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, 2010 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 September 30, 2010, 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 Limited
                                Room
      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
                              %Room
      901 Haleson Building., 1 Jubilee StreetCentral,
      Hong KongPing-Shun
      Lai, CEO, CFO, Director
                              
                              
                              
                              
                              -0-
                              
                              
                              
                              -0-Officers
      and Directors as a Group (two persons)
                              
                              Common
                              
                              
                              100,000,000
                              
                              
                              
                              41.3
                              %





(1)
            On
      September 28, 2009, Mr. Michael Mak (and his 100% owned affiliate Stanford
      International Holding Corporation) sold 33,500,000 common shares of the
      Company, and 250,000 shares of Series A preferred stock of the Company, to
      Sina Dragon Holdings Limited, for an aggregate of $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, 2010.  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
stockholders, as the holders of preferred and common shares vote together on all
matters presented to stockholders (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.


17


(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, 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.





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





Amounts
Due From/To Affiliate





As of
September 30, 2010, $51,282 was owed to Sina Dragon Holdings Limited and $69,907
was owed to Mr. Kwong-Lim Liang.  These loans do not bear interest and are
due on demand.





Additionally,
our subsidiary UPL provided consultancy services to a company owned by the
brother of a director.  Please see Note 10 to the financial statements in
this Annual Report.





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 the Company's current
auditors, ZYCPA Company Limited ("ZYCPA") for professional services rendered for
the twelve months period ended September 30, 2010 and the period from January 2,
2009 to September 30, 2009:





2010
                    
                    
                    2009Service
                    
                    ZYCPA
                    
                    
                    ZYCPAAudit
      Fees
                    
                    $
                    33,718
                    
                    
                    $
                    12,820Audit
      RelatedFeesTax
      FeesAll
      Other FeesTOTAL
                    
                    $
                    33,718
                    
                    
                    $
                    12,820


18


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.





(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
      SCommon Stock Purchase Agreement (acquisition of Ultra Professional Ltd.,
      dated September 29, 2009, filed as an exhibit to the Form 8-K filed with
      the Commission on )(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)


19


(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, Interim
                Chief Financial Officer(Principal
      Financial Officer)





Dated:
January 11, 2011


20