UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A










x ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
1934


For the
fiscal year ended December 31, 2008





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
1934





For the
transition period
from             
to





Commission File Number000-50788











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.    Yesx     No
 ̈
 
 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
December 31, 2008, the aggregate market value of the registrant’s common
stock held by non-affiliates of the registrant was approximately $2,091,852
based on the closing sale price as reported on the Over-the-Counter Bulletin
Board. As of March 27, 2009, there were 134,112,000 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None





EXPLANATORY
NOTE




This
Amendment No. 1 to the Annual Report on Form 10-K is made for the purpose of
filing herewith current Exhibits 31.1 and 31.2









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)





3.2*
            Demand Promissory Note in the
      principal amount of US$100,000, dated April 3, 2002 from the Company in
      favor of Archer Pacific Management Inc. (Exhibit 4.2 to Form SB-2 filed
      with the Commission on April 25,
2002)





3.3*
            Demand Promissory Note in the
      principal amount of US$39,010.97, dated March 8, 2002 from the Company in
      favor of Archer Pacific Management Inc. (Exhibit 4.3 to Form SB-2 filed
      with the Commission on April 25,
2002)





3.4*
            Demand Promissory Note in the
      principal amount of US$19,506.16, dated March 8, 2002 from the Company in
      favor of Fred Tse (Exhibit 4.4 to Form SB-2 filed with the Commission on
      April 25, 2002)





3.5*
            Assignment, dated June 30, 2004,
      between the Company and Archer Pacific Management Inc. (Exhibit 10.1 to
      Form 10-QSB filed with the Commission on November 22,
      2004).





3.6*
            Assignment, dated June 30, 2004,
      between the Company and Fred Tse (Exhibit 10.2 to Form 10-QSB filed with
      the Commission on November 22,
2004).





3.7*
            Share Exchange Agreement (Exhibit
      10.1 to Form 8-K filed with the Commission on March 9,
      2004)





4.1*
            Form of Subscription Agreement
      (Exhibit 99.1 to Form SB-2 filed with the Commission on April 25,
      2002)





6.1*
            Management Agreements (Exhibit
      10.1through 10.12 to Form 8-K filed with the Commission on November 3,
      2006)





6.2*
            Employment Agreement with Michael
      Mak (Exhibit 10.1 to Form 8-K filed with the Commission on October 27,
      2006)





21*
            Subsidiaries
      List










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




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





*
Previously Filed





SIGNATURES





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




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




/s/ Mr. Ping-Shun LaiMR.
      PING-SHUN LAI, Chief Financial Officer(Principal
      Financial Officer)







Dated:
December 3, 2009