**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549







**FORM
      10-KSB**












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


**EXCHANGE
      ACT OF 1934**


For
      the
      fiscal year ended December 31, 2006


OR




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


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period
      from             
to




Commission
      File Number 333-64804





**ASIA
      GLOBAL HOLDINGS CORP.**




(Name
      of
      Small Business Issuer in Its Charter)




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




**1601-1604
      CRE Centre**


**889
      Cheung Sha Wan Road**


**Kowloon,
      Hong Kong**


(Address
      of principal executive offices)





(213)
      243-1505


(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)




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act 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. YesxNoo




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB. o









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





State
      issuer's revenues for its most recent fiscal year. $5,179,174.




The
      aggregate market value of the voting and non-voting common stock held by
      non-affiliates as of 4/11/07 was approximately $3,842,410 using the closing
      price per share of $0.055, as reported on Over-the-Counter Bulletin Board as
      of
      such date.




The
      number of shares of registrant's common stock outstanding as of 12/31/06 was
      54,862,000. As of 4/11/07, the number of shares of registrant’s common stock
      outstanding was 81,362,000.










Asia
      Global Holdings Corp.




Annual
      Report on Form 10-KSB


For
      the
      Year Ended December 31, 2006




INDEX





PART
                IITEM
                1.
            
            Description
                of Business
            4ITEM
                1A.
            
            Risk
                Factors
            9ITEM
                2.
            
            Description
                of Properties
            17ITEM
                3.
            
            Legal
                Proceedings
            17ITEM
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            17PART
                IIITEM
                5.
            
            Market
                for Common Equity and Related Stockholder Matters
            17ITEM
                6.
            
            Management's
                Discussion and Analysis or Plan of Operation
            19ITEM
                7.
            
            Financial
                Statements
            27ITEM
                8.
            
            Changes
                in and Disagreements with Accountants onAccounting
                and Financial Disclosures
            28ITEM
                8A.
            
            Controls
                and Procedures
            28PART
                IIIITEM
                9.
            
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance,
                Compliance with Section 16(A) of the Exchange Act
            28ITEM
                10.
            
            Executive
                Compensation
            29ITEM
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management
            30ITEM
                12.
            
            Certain
                Relationships and Related Transactions, and Director
                Independence
            31ITEM
                13.
            
            Exhibits
            31ITEM
                14.
            
            Principal
                Accountant Fees and Services
            32SIGNATURES
            
            
            33




**INFORMATION
      REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-KSB 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
      Operatio* n"
      included herein.









**PART
      I.**




**ITEM
      1. Business**




**Overview**





Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corporation)
      ("AAGH" "we" and the "Company") is focused on building businesses in China
      and
      other emerging regions and markets in Asia and worldwide. The Company has
      subsidiaries participating in media and advertising, marketing services and
      internet commerce. During 2007. we entered the television entertainment market,
      where we plan to sell advertising slots that air during the broadcast of *Who
      Wants To Be A Millionaire?* TV show
      in China. We are headquartered in Hong Kong, and have offices in the US and
      mainland China.





Our
      direct and indirect subsidiaries include Sino Trade - Intelligent Development
      Corp. LTD. (also referred to as “Sino Trade”), Idea Asia Limited (also referred
      to as “Idea Asia”), China Media Power Limited (also referred to as “CMP”), and
      Wah Mau Corporate Planning Development Company (also referred to as “Wah Mau”).
      Sino Trade is a wholly-owned subsidiary of the Company. Idea Asia and Wah Mau
      are wholly owned subsidiaries of Sino Trade. CMP is a 60%-owned subsidiary
      of
      Idea Asia. Sino Trade, Idea Asia and CMP are all Hong Kong corporations. Wah
      Mau
      was formed under the laws of the Peoples Republic of China ("PRC").




Our
      subsidiaries offer a range of advertising and media services and products that
      meet the needs of marketers and advertisers including Internet marketing, search
      engine marketing, email marketing, print advertising and TV advertising. We
      work
      closely with advertisers to implement integrated online and offline advertising
      and media solutions.




We
      are
      one of the few established providers of Internet marketing services and online
      advertising technology within the PRC. We sell our products and services
      worldwide from 4 sales locations in 3 countries to a customer base in Asia,
      North America, Europe, and Canada.




**History**




We
      were
      incorporated in the state of Nevada on February 1, 2002 under the name Longbow
      Mining, Inc. Prior to March 1, 2004, we were engaged in acquisition and
      exploration of mineral properties and evacuation of minerals located in British
      Columbia, Canada.




On
      March
      1, 2004, we purchased BonusAmerica Corporation, a California corporation, or
      BAC, a wholly-owned subsidiary of Stanford International Holding Corporation,
      a
      California corporation, or Stanford. In connection with the transaction, we
      issued 5 million shares of restricted common stock and Archer Pacific
      Management, Inc., an affiliate of Ernest Cheung (one of our founders) and Fred
      Tse (or one of his affiliates) transferred 6.5 million shares of our restricted
      common stock held by them to Stanford for all of the issued and outstanding
      shares of BAC. As a result of this transaction, Stanford became the beneficial
      owner of 57.9% of our then issued and outstanding shares of common stock and
      BAC
      became our wholly-owned subsidiary. At the time of the transaction, Stanford
      was
      owned by Michael Mak, our current president (“President”), chief executive
      officer (“Chief Executive Officer”), interim chief financial officer (“interim
      Chief Financial Officer”) and director, Carson Kwong, a former director, and
      Steven Wong. A Form 13D was filed on June 28, 2004 denoting the beneficial
      ownership of Stanford. Furthermore, on April 16, 2005, Mr. Mak purchased 100%
      of
      the ownership of Stanford from Carson Kwong and Steven Wong. Michael Mak is
      also
      the Chief Executive Officer of Stanford and has the power to direct Stanford's
      votes. Our common stock is currently trading on the Over-the-Counter Bulletin
      Board under the symbol "AAGH."




4




Effective
      May 12, 2004, (i) Fred Tse resigned as our President and Chief Executive Officer
      and the Board of Directors appointed Michael Mak to serve as our President,
      Chief Executive Officer and director; and (ii) Carson Kwong was appointed to
      serve on our Board of Directors in connection with the acquisition. Effective
      October 13, 2004, Stephen Kenwood and Fred Tse resigned from their positions
      as
      our directors. Effective October 26, 2004, John A. Leper was appointed to serve
      on our Board of Directors and to serve as Secretary as replacement for Ernest
      Cheung. Effective December 29, 2004, Carson Kwong resigned from his position
      as
      a director and Kam Chuen Lau was appointed to fill the vacancy created by Mr.
      Kwong's departure. Mr. Kam C. Lau resigned his position as a director of the
      Company on November 15, 2005. Currently, our board of directors consists of
      Michael Mak, who is also our President and Chief Executive Officer and John
      A.
      Leper, who is also our Vice-President and Secretary. We are in the process
      of
      searching for qualified personnel to serve as our Chief Financial Officer.
      Until
      such time, Michael Mak is serving as our interim Chief Financial
      Officer.





Effective
      May 12, 2004, we changed our name from Longbow to BonusAmerica Worldwide
      Corporation and on June 6, 2006, we changed our name to Asia Global Holdings
      Corp. On July 6, 2006 the Company filed a request with the National Association
      of Securities Dealers (NASD) to change its name and symbol. The change of name
      and new symbol became effective on July 17, 2006. The Company's new trading
      symbol is AAGH. As a result, the Company requested a new CUSIP from the CUSIP
      Service Bureau. The new CUSIP is 04518D 10 8, which became effective on July
      12,
      2006.





Effective
      July 17, 2006, the Company relocated its headquarters from 834 S. Broadway,
      5th
      Floor, Los Angeles, California to 1601-1604 CRE Centre 889 Cheung Sha Wan Road,
      Kowloon, Hong Kong.




During
      March 2004, we formed, a wholly-owned subsidiary, Sino Trade,under the laws
      of
      Hong Kong. The original purpose of Sino Trade was to provide additional support
      to our business-to-business trade operations in China and the United States.
      Today all of our media and advertising business is conducted through Sino Trade
      and its subsidiaries.




November
      10, 2006, we formed Idea Asia, which is a wholly-owned subsidiary of Sino Trade,
      under the laws of Hong Kong. The purpose of Idea Asia is to acquire and or
      operate entertainment related businesses..




On
      November 27, 2006 we formed CMP, which is a sixty percent (60%) owned subsidiary
      of Idea Asia, under the laws of Hong Kong. The purpose of CMP is to acquire
      the
      rights to a specific entertainment property, namely the globally successful *Who
      Wants To Be A Millionaire?* TV show,
      and produce and broadcast the show in the PRC. .




**Currently**




Up
      until
      2006 the primary lines of business of the Company were direct marketing,
      Internet commerce and media. We engaged in business-to-consumer retail sales,
      business-to-business media and advertising services sales, and international
      business-to-business media and services sales.




In
      2006
      we shifted our focus away from the Internet consumer retail business to
      concentrate our resources on the growth of our media and advertising business
      in
      Asia - specifically China and Hong Kong. We moved our main operations and
      headquarters from our Los Angeles, California office to our Hong Kong office
      to
      facilitate the identification, evaluation and acquisition of opportunities
      in
      Asia ahead of the competition.




As
      we
      anticipated, the relocating of our headquarters to Hong Kong broadened our
      access to the marketplace resulting in the materialization of what we believe
      to
      be an exceptional opportunity to capitalize on the strongly emerging TV
      advertising media business in mainland China -- specifically -- the acquisition
      of the rights to produce and broadcast the global phenomenon *Who
      Wants To Be A Millionaire?* TV show
      in China and generate revenue from the sale of the advertising that airs during
      the show broadcasts.




Our
      Los
      Angeles office continues to be used primarily for the purpose of seeking out,
      evaluating and acquiring investment opportunities in the United States and
      Europe, which is compatible with our current goals.




Our
      revenue in 2006 was to
      $5,179,174, up 137% from 2005. Our
      total
      2006 revenue was entirely derived from our media & advertising segment as a
      result of our planned re-focusing of resources on this segment. The successful
      redirection of our resources required significant planning and business changes
      compared to our operations in 2005 and earlier. We are very pleased to announce
      that we have now successfully implemented the plan set forth over one year
      ago.
      The plan was stated in our 2005 10KSB filing as follows:




“Most
      significant of the aforementioned planning changes are as follows: 1) move
      the
      majority of our operations to China to benefit from lower operating costs,
      2)
      cut back our Online Retailing business and reduce the associated overhead and
      inventory purchasing accordingly, 3) spread out the rollout of the TradeDragon
      international business-to-business trade portal and reduce support staff
      accordingly, 4) suspend indefinitely the operations of our More2Save,
      RateandSave and CouponsRewardsSavings websites and reduce operating costs
      accordingly, and 5) suspend indefinitely any activity related to virtual
      stores.”




As
      of the
      date of this filing, the above plan has been nearly fully executed.




While
      revenues have increased over the 12 month period, we have not yet been able
      to
      raise the additional capital required to execute many components of our overall
      business plan. As such, some of our plans will remain inactive while we focus
      the resources we have available on only the opportunities with the greatest
      potential for long-term success and benefit for shareholders.




5




**Our
      Products and Services.**




Originally
      we engaged in the development and sale of products and services in two business
      segments.1) Online Retailing and 2) Media and Advertising. While we still
      maintain the core operations of our Online Retailing segment, we have scaled
      this segment down to a very minimum so that we can focus our resources on
      continuing to grow our Media and Advertising segment.




**Media
      and Advertising:** Our
      media and advertising business includes two categories 1) *business-to-business* advertising services and products, and 2) *business-to-consumer* advertising services




***Business-to-Business:*** In this
      category, we derive income from the sale of advertising products and services
      to
      companies who desire to promote their products or services to other businesses.
      Our offerings in this category include a) business directories and trade
      publications that we publish and distribute - we charge companies to place
      their
      advertisements in these publications; b) Internet direct marketing services
      wherein we help businesses promote their business via email and other forms
      of
      online advertising; and c) international trade portal and search engine
      marketing and advertising services which allow companies to locate buyers and/or
      suppliers - specifically we offer these services through an online portal we
      developed called TradeDragon. We charge companies who use TradeDragon to promote
      their business.




**TradeDragonTM** ,
      launched in 2004, is an online international Business-to-Business trade portal
      that connects businesses that desire to trade internationally particularly
      between China and the United States. Supplier members are charged a membership
      fee to participate in TradeDragon. TradeDragon members connect with each other
      through the TradeDragon.com website, which allows them to search for buyers
      and
      suppliers that match their specific requirements. Suppliers can exhibit their
      products and services online for buyers worldwide to view. Buyers can find
      suppliers by posting their needs for suppliers worldwide to view and respond
      to
      and by browsing/searching the database of supplier information online.
      TradeDragon members benefit from a proprietary technology called DragonDynamicsTM
which drives custom-tailored online business traffic to each individual member
      based on that member's specific requirements. DragonDynamicsTM was developed
      internally based on a combination of proprietary industry knowledge, and
      expertise in global direct marketing, ecommerce and China sourcing.




**Industry
      Publications.** Manufactures and suppliers can reach buyers through publications produced and
      distributed by Sino Trade such as (i) *China
      Enterprises,* which is
      a periodic trade magazine created for and distributed to companies seeking
      manufacturers and suppliers in China; (ii) *China
      Exhibition Guide,* which
      includes detailed information and dates of trade shows in China and worldwide;
      and (iii) *China
      Supplier Guide,* a
      1000-plus page comprehensive yearly directory listing thousands of China
      manufacturers and suppliers across 20 different categories.




**Marketing
      Services.** Sino
      Trade provides manufacturers and suppliers located primarily in China and Hong
      Kong with marketing services designed to reach international buyers. Email
      marketing and traditional direct marketing services help introduce the products
      and services of manufacturers located in “the world’s factory” - China.




***Business-to-Consumer:*** In this
      category we seek to derive income from companies desiring to promote their
      products or services to consumers. We have two primary sub-segments within
      this
      category -TV media and Internet portals. Our TV media segment is new and will
      launch in 2007. We plan to derive income from the sale of advertising slots
      which will air during the broadcast of the *Who
      Wants To Be A Millionaire?* TV show
      in China. Our consumer Internet portals at this time are currently inactive
      until management determines the Company is in a position to successfully execute
      the operation of each. If and when we scale-up our consumer Internet portals,
      we
      plan to derive income from advertisers utilizing our portals to promote their
      business to the consumers who visit the Internet portals/websites. We have
      developed but suspended the operations of three portals --www.More2Save.com,
      www.RateandSave.com and www.CouponsRewardsSavings.com. We intend to launch
      www.BonusChina.com, an online entertainment, information and services portal,
      in
      China when funding is available to do so.




**TV
      Advertising in China** :
      Companies who want to reach the vast and emerging consumer market in China
      can
      air TV ads during the broadcast of the phenomenally successful *Who
      Wants To Be A Millionaire?* Beginning in 2007 Asia Global Holdings subsidiary CMP will produce and broadcast
      a minimum of 104 episodes of the globally successful TV show in major markets
      in
      China. China has a middle class of approximately 300 million and growing
      rapidly. Advertising during popular TV shows is the best way for major
      international brands to reach this audience which is quickly becoming the most
      important consumer market in the world.




**CouponsRewardSavings.com** (Inactive). Our CouponsRewardsSavings.com website was established in 2003 and
      was the original business in our media and advertising distribution network.
      This website attracted visitors with discounts, free gifts and other promotions.
      Revenues were generated by charging advertisers each time a visitor opted to
      receive information (usually an online coupon or special offer) from that
      advertiser. This method of online advertising is referred to as
      "co-registration." Past advertisers include the Professional Career Development
      Institute, GoToMyPC, Financial Cents News, USA Platinum, ClearCredit, JDate.com,
      Home Business Matchmaker and Reunion.com. This portal is indefinitely inactive
      and will remain so unless or until management determines that adequate resources
      are available to operate the portal profitably.




6




**More2Save.com** (Inactive). More2Save.com is an online coupon portal that offers shoppers
      coupons, rewards and savings. Revenues were generated by charging advertisers
      to
      post coupons on the website. To receive the coupons, shoppers sign up (free
      of
      charge) and complete a one-time demographic survey. Over 200 coupons were
      available to consumers at the initial launch of this website in October 2004.
      This portal is indefinitely inactive and will remain so unless or until
      management determines that adequate resources are available to operate the
      portal profitably.




**RateandSave.com** (Inactive). RateAndSave.com is a consumer-shopping portal that helps consumers
      find the best prices on products they are seeking. Revenues were dgenerated
      from
      advertisers via a cost-per-click bidding model. Through this pay-for-placement
      bidding system, merchants entered bids for select advertising positions based
      on
      product category. When a consumer searched for an item, the merchant with the
      highest bid for that product category got top placement in the search result.
      RateandSave.com was launched in October 2004. This portal is indefinitely
      inactive and will remain so unless or until management determines that adequate
      resources are available to operate the portal profitably.




**BonusChina.com
      (Planned).** BonusChina will be an online portal and will provide entertainment, information
      and services to the consumer market in China. We intend to generate revenue
      by
      selling advertising space and services to consumers and advertisers. We believe
      that our experience in direct marketing, our relationships with companies in
      China and the U.S., our understanding of the Chinese culture and our local
      presence in China will enable us to succeed in the China Internet market. This
      portal will remain in the planning stage until management determines that
      adequate resources are available to implement and operate the portal
      profitably.




**Infrastructure**




Our
      wholly-owned subsidiary, Sino Trade provides the infrastructure to operate
      our
      media and advertising business in Hong Kong and China. Through Sino Trade,
      we
      coordinate two offices in mainland China and one office in Hong Kong. Our
      offices in mainland China are located throughout the Guangdong Province, the
      manufacturing center responsible for conservatively 30% of China's total
      exports. Our office in Hong Kong serves as our China communications hub. Wah
      Mau, a wholly owned subsidiary of Sino Trade, provides support for our
      operations specifically in mainland China and helps generate sales of our media
      and advertising products and services. Through Sino Trade and Wah Mau we have
      established a network of advertising agency partners in China who sell our
      business-to-business media and advertising products and services.





To
      address the TV media opportunity in China, our Sino Trade subsidiary created
      the
      wholly-owned subsidiary Idea Asia to hold entertainment related businesses.
      Idea
      Asia created CMP of which Idea Asia owns 60%. On December 18, 2006, CMP entered
      into an agreement to acquire the rights from UK based Celador International
      Limited (now part of 2waytraffic) to broadcast in China the global quiz show
      phenomenon “ *Who
      Wants To Be A Millionaire?”.* The
      remaining 40% of CMP is owned by Kolmanski International Limited and Region
      Giants Limited who will provide TV production, corporate development, and sales
      and marketing services to CMP.





CMP
      entered into an agreement with China advertising media sales agency Zixunmedia
      on November 11, 2006. Pursuant to PRC regulations, only a licensed advertising
      agency can sell advertising and collect payments for advertising sales in China.
      Zixunmedia is licensed pursuant to PRC laws and will receive thirty percent
      (30%) of the revenues generated from advertising during the *Who
      Wants To Be A Millionaire?* TV
      program. CMP will retain seventy percent (70%) of the revenues generated from
      the advertising.




**Sales
      and Marketing Plan**




Our
      business-to-business media & advertising products and services are sold
      through a combination of our minimal in-house sales personnel and a network
      of
      outside advertising agencies located throughout China and Hong Kong. We plan
      to
      continue to expand our network of outside agencies as it has proved to be very
      successful. The benefits are two-fold in that we are able to expand our reach
      and acquire more clients without the overhead risk associated with building
      a
      large in-house sales team. We are able to sell all of our business-to-business
      products and services through our agency network.




We
      supplement the efforts of our sales team and agency network with tradeshow
      exhibits. In 2006 we attended 31 tradeshows. We plan to continue utilizing
      tradeshows to generate new clients and improve our visibility in key markets.




7




Building
      upon the proven successful agency network strategy, we are leveraging our China
      based expertise to partner with an established advertising and media sales
      agency in mainland China to sell the TV adverting slots that will air during
      our
      CMP subsidiary’s broadcasts of *Who
      Wants To Be A Millionaire?* .
      Much
      support will be provided to the sales team by TV advertising for *Who
      Wants To Be A Millionaire?* that
      will
      be aired on the TV stations that will be broadcasting the show. Other
      promotional events will supplement the TV ads.




At
      this
      time we have no marketing plans for our inactive consumer portals
      CouponsRewardsSavings.com, More2Save.com and RateAndSave.com as these businesses
      are inactive at this time.




**Our
      Competitors**




Our
      Sino
      Trade business including TradeDragon.com and our international trade
      publications competes with Alibaba.com (a global trade portal and provider
      of
      online marketing services for importers and exporters) and GlobalSources.com
      (a
      business-to-business media company that facilitates global trade, focusing
      on
      the China market-NASDAQ: GSOL). We compete with a variety of companies, some
      of
      which are bigger and better capitalized, whose products or services are similar
      to ours. As such, we may be at a competitive disadvantage to companies that
      have
      greater financial resources, more advanced technology, greater experience or
      offer lower cost products or services than ours.





Our
      newly
      created TV media subsidiaries, Idea Asia and CMP, will be competing for
      advertising sales within the China market. Based on the global success of *Who
      Want To Be A Millionaire?* , which
      has been successful in over 100 countries, we believe we have a strong advantage
      over virtually every company selling TV advertising in mainland China.




**Seasonality**




Almost
      all of our revenues in 2006 were generated by our business-to-business media
      and
      advertising segment. The third quarter advertising expenditures are higher
      in
      the business-to-business category - particularly importers and exporters are
      seeking business ahead of the 4th quarter consumer market holiday spending.
      Going forward in 2007 we expect to see an increase in revenues during December
      2007 and January 2008 related to holiday business-to-consumer advertising that
      will air during the Who Wants To Be A Millionaire TV show. This is the holiday
      season in China as their main holiday is Chinese New Year which occurs in
      February.




**Employees**




As of
      December 31, 2006, we employed approximately 36 full-time employees. The Company
      does not have any collective bargaining agreements with its employees and we
      consider our employee relations to be good.




**Privacy
      Protection**




Regarding
      our Internet related businesses we believe that protecting an individual’s
      privacy is of paramount importance. We will always do our best to adhere to
      best
      practices regarding matters concerning privacy and security.




**Website
      Access to our SEC Reports**




Our
      Internet website address is www.asiaglobalholdings.com. Through our Internet
      website, we will make available, free of charge, the following reports as soon
      as reasonably practicable after electronically filing them with, or furnishing
      them to, the SEC: our Annual Reports on Form 10-KSB; our Quarterly Reports
      on
      Form 10-QSB; our Current Reports on Form 8-K; and amendments to those reports
      filed or furnished pursuant to Section 13(a) of the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act"). Our Proxy Statements for our Annual
      Stockholder Meetings are also available through our Internet website. Our
      Internet website and the information contained therein or connected thereto
      are
      not intended to be incorporated into this Annual Report on Form 10-KSB.




You
      may
      also obtain copies of our reports without charge by writing to:




Attn:
      Investor Relations


Asia
      Global Holdings **** Corp. ****


834
      S.
      Broadway, 5th Floor


Los
      Angeles, California 90014




or




8




Asia
      Global Holdings Corp


1601-1604
      CRE Centre


889
      Cheung Sha Wan Road, Kowloon, Hong Kong


Attn:
      Investor Relations





The
      public may also read and copy any materials filed with the SEC at the SEC's
      Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or through
      the SEC website at www.sec.gov. The Public Reference Room may be contact at
      (800) SEC-0330. You may also access our other reports via that link to the
      SEC
      website.




**ITEM
      1A: Risk Factors**




**Risks
      Related to the Company**




*You
      should not place undue reliance on our financial guidance, nor should you rely
      on our quarterly or annual operating results as an indication of our future
      performance because our results of operations are subject to significant
      fluctuations* .




We
      were
      unable to achieve profitability in accordance with generally accepted accounting
      principles in the United States, or GAAP, for the year ended December 31, 2006,
      and we may be unable to achieve profitability in the future. We incurred net
      losses of $6,111,111 for the twelve months ended December 31, 2006. Even if
      we
      do achieve profitability, we may not be able to sustain or increase
      profitability on a quarterly or an annual basis in the future.




We
      may
      experience significant fluctuations in our quarterly or annual operating results
      due to a variety of factors, many of which are outside of our control.
      Significant fluctuations in our operating results could be caused by any of
      the
      factors identified in this section, including but not limited to our ability
      to
      retain existing users, attract new users at a steady rate and maintain user
      satisfaction; the announcement or introduction of new or enhanced services,
      content and products by us or our competitors; significant news events that
      increase traffic to our websites; technical difficulties, system downtime or
      Internet failures; demand for advertising space from advertisers; seasonality
      of
      the advertising market; the amount and timing of operating costs and capital
      expenditures relating to expansion of our business, operations and
      infrastructure; governmental regulation; seasonal trends in Internet use; a
      shortfall in our revenues relative to our forecasts and a decline in our
      operating results due to our inability to adjust our spending quickly; and
      general economic conditions and economic conditions specific to the Internet,
      electronic commerce and the Greater China market. As a result of these and
      other
      factors, you should not place undue reliance on our financial guidance, nor
      should you rely on quarter-to-quarter comparisons of our operating results
      as
      indicators of likely future performance. Our quarterly revenue and earnings
      per
      share guidance is our best estimate at the time we provide guidance. Our
      operating results may be below our expectations or the expectations of public
      market analysts and investors in one or more future quarters. If that occurs,
      the price of our ordinary shares could decline and you could lose part or all
      of
      your investment.




*We
      may not be ale to successfully upgrade and integrate our existing products
      and
      technology.*




Our
      ability to compete depends, in part, on our success at upgrading and integrating
      our existing products and technology. From time to time we upgrade and issue
      new
      releases of our existing technology to integrate new functionalities and respond
      to industry developments. We may experience bugs, delays, difficulties or
      increased costs that could hinder or prevent the successful design, integration,
      development, introduction or marketing of new releases of our technology. In
      addition, we must ensure that performance levels of our technology remain steady
      when we release new versions to our customers. Any material delays in
      introducing a new release or performance problems could cause us to lose
      customers and cause our revenue to decline.




Our
      international operations face legal and cultural challenges and subject us
      to
      additional risks. We have operations in a number of international markets,
      including Asia, United States, Europe and Canada, and we currently derive
      approximate all of our revenue from non-U.S. markets. To date, we have limited
      experience in marketing, selling and distributing our solutions internationally.
      Our international operations are subject to other risks, including:




o
      changes
      in regulatory requirements;




o
      reduced
      protection for intellectual property rights in some countries;




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




o
      local
      statutory liquidity requirements for businesses operating in certain foreign
      countries;




9




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




o
      operations in foreign countries with higher tax rates than the United
      States;




o
      the
      inability to utilize certain foreign tax credits; and




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




o
      general
      import/export restrictions relating to encryption technology and/or privacy
      matters;




o
      difficulties and costs of staffing and managing foreign operations;




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




o
      political and economic instability;




o
      fluctuations in currency exchange rates; and




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




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




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




In
      order
      to realign and better leverage our business we have commenced several global
      initiatives, including harmonizing our global product lines across the offices
      in which we operate and creating global standards for product management,
      development and marketing, which we will continue during the course of 2007.
      In
      order to synchronize our various offices and create a uniform worldwide business
      model we will need to, among other things, set up uniform processes, formalize
      and build out training courses, set up global information sharing and
      communication processes, identify and track productivity and cost measurements
      and identify areas of inefficiency and develop global recovery plans. While
      we
      anticipate that the global realignment will have cost and efficiency savings
      for
      our business, there is no guarantee that our global efforts will be successful
      over the long run. Additionally, the global business model that we implement
      for
      each of our business segments may not be the ideal standard for each of our
      offices, and may result in increased costs and decreased savings for particular
      offices and lines of business throughout our organization.




*Our
      future revenues and results of operations may be difficult to forecast and
      results in prior periods may no be indicative of future
      results.*




At
      times
      in the past and in certain segments, our revenues have fluctuated on a quarterly
      and annual basis. grown significantly and have decreased significantly. Accurate
      predictions of future revenues are difficult because of the rapid changes in
      the
      markets in which we operate.




Our
      results of operations have fluctuated and may continue to fluctuate
      significantly in the future as a result of a variety of factors, many of which
      are beyond our control. These factors include:




o
      the
      addition of new clients or the loss of existing clients;




o
      changes
      in fees paid by advertisers or other clients;




o
      changes
      in the amount of royalties payable by us to owners of websites or the imposition
      of new charges or fees by website owners;




o
      the
      demand by advertisers and web-publishers for our advertising
      solutions;




o
      the
      introduction of new Internet marketing services by us or our
      competitors;




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




10




o
      seasonality;




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




o
      changes
      in governmental regulation of the Internet; and




o
      general
      economic conditions.




Our
      future revenues and results of operations may be difficult to forecast due
      to
      the above factors and the time we may need to adequately respond to any changes
      in them. Our profit margins may suffer if we are unable to pass some of the
      costs on to our customers. In addition, our expense levels are based in large
      part on our investment plans and estimates of future revenues. Any increased
      expenses may precede or may not be followed by increased revenues, as we may
      be
      unable to, or may elect not to, adjust spending in a timely manner to compensate
      for any unexpected revenue shortfall. As a result, we believe that
      period-to-period and year-to-year comparisons of our results of operations
      may
      not be meaningful.




*If
      we
      lost any key personnel, our business will be adversely
      affected.*




Our
      success depends, to a significant extent, upon our senior management and key
      sales and technical personnel, particularly our Chief Executive Officer, who
      is
      also our interim Chief Financial Officer. The competition for experienced and
      talented executives, senior managers and technical and sales personnel has
      become intense in our industry. The loss of the services of one or more of
      these
      persons, other similarly positioned members of management or other key personnel
      could materially and adversely affect our ability to develop our
      business.




*In
      order to continue to operate efficiently and to grow our business, we will
      need
      to attract and retain qualified personnel and manage our costs, which we may
      be
      unable to do.*




Our
      success depends on our ability to attract and retain qualified technical, sales
      and marketing, customer support, financial and accounting, and managerial
      personnel. We may expand our total workforce and will need to continue to
      attract qualified personnel in order to grow our business successfully.
      Additionally, as our business has escalated, we have increased our reliance
      on
      contractors and outside firms for development. We may not be able to attract,
      integrate and retain the numbers and types of candidates that we desire, and
      we
      may not be able to retain our contractors and outside firms and may not be
      able
      to replace them. Even if we are successful in attracting new staff, we may
      not
      be able to increase revenue quickly enough to offset the costs of the additional
      personnel. Any of these contingencies could cause our business to
      suffer.




We
      have
      experienced in the past, and may continue to experience in the future,
      particular difficulty in hiring and retaining qualified staff. Competition
      for
      staff is very high, and training is difficult because the required skill set
      is
      complex and there is no industry standard. If we are unable to attract, train
      and retain qualified search staff, we may not remain competitive and could
      lose
      business and our customers, which could have an adverse effect on
      revenue.




*Our
      operations are vulnerable to natural disasters and other events, including
      terrorist attacks, because we have limited backup systems.*




We
      have
      limited backup systems and have experienced system failures and electrical
      outages from time to time in the past, which have disrupted our operations.
      We
      have a limited disaster recovery plan in the event of damage from fire, floods,
      typhoons, earthquakes, power loss, telecommunications failures, break-ins and
      similar events. Our operations are dependent on our ability to protect our
      computer systems against these unexpected adverse events. If any of the
      foregoing occurs, we may experience a complete system shutdown. Any business
      interruption insurance that we carry is unlikely to be sufficient to compensate
      us for loss of business in the event of a significant catastrophe.




In
      addition, interruptions in our services could result from the failure of our
      telecommunications providers to provide the necessary data communications
      capacity in the time frame we require. Our TradeDragon technology resides on
      computer systems located in our data centers housed by us in Hong Kong. These
      systems' continuing and uninterrupted performance is critical to our success,
      as
      a substantial portion of the revenue depend on the continuing availability
      of
      these systems. Despite precautions that we have taken, unanticipated problems
      affecting our systems have from time to time in the past caused, and in the
      future could cause, interruptions in the delivery of our solutions. Our
      business, results of operations and financial condition could be materially
      and
      adversely affected by any damage or failure that interrupts or delays our
      operations. To improve the performance and to prevent disruption of our
      services, we may have to make substantial investments to deploy additional
      servers or one or more copies of our Web sites to mirror our online resources.
      Although we believe we carry property insurance with adequate coverage limits,
      our coverage may not be adequate to compensate us for all losses, particularly
      with respect to loss of business and reputation that may occur.




11




In
      addition, terrorist acts or acts of war may cause damage to our employees,
      facilities, clients, our clients' customers and vendors, which could
      significantly impact our revenues, costs and expenses and financial position.
      The potential for future terrorist attacks, the national and international
      responses to terrorist attacks or perceived threats to national security, and
      other acts of war or hostility have created many economic and political
      uncertainties that could adversely affect our business and results of operations
      in ways that cannot be presently predicted. We are predominantly uninsured
      for
      losses and interruptions caused by terrorist acts and acts of war.




*Our
      network operations may be vulnerable to hacking, viruses and other disruptions,
      which may make our products and services less attractive and
      reliable.*




Internet
      usage could decline if any well-publicized compromise of security occurs.
      "Hacking" involves efforts to gain unauthorized access to information or systems
      or to cause intentional malfunctions or loss or corruption of data, software,
      hardware or other computer equipment. Hackers have made many attempts to breach
      the security of our network operations, with minimal disruption to date. If
      hackers are successful in the future, they could misappropriate proprietary
      information, which could lead to litigation against us, or cause substantial
      disruptions in our service. We may be required to expend capital and other
      resources to protect our Web site against hackers. Any measures we may take
      may
      not be effective. In addition, the inadvertent transmission of computer viruses
      could expose us to a material risk of loss or litigation and possible liability,
      as well as materially damage our reputation and decrease our user
      traffic.




*We
      depend on proprietary rights and we face the risk of
      infringement.*




Our
      success and ability to compete are substantially dependent on our internally
      developed technologies and trademarks, which we protect through a combination
      of
      copyright, trade secret and trademark law. Patent applications and trademark
      applications we submit may not be approved. Even if they are approved, such
      patents or trademarks may be successfully challenged by others or invalidated.
      If our trademark registrations are not approved because third parties own such
      trademarks, our use of such trademarks will be restricted unless we enter into
      arrangements with such third parties that may be unavailable on commercially
      reasonable terms.




We
      generally enter into confidentiality or license agreements with our employees,
      consultants and corporate partners, and generally control access to and
      distribution of our technologies, documentation and other proprietary
      information. Despite our efforts to protect our proprietary rights from
      unauthorized use or disclosure, parties may attempt to disclose, obtain or
      use
      our solutions or technologies. The steps we have taken may not prevent
      misappropriation of our solutions or technologies, particularly in many foreign
      countries in which we operate, where laws or law enforcement practices may
      not
      protect our proprietary rights as fully as in the United States.




We
      have,
      from time to time, been, and may in the future be, subject to claims of alleged
      infringement of the trademarks and other intellectual property rights of third
      parties by us or by customers who employ our advertising solutions. We may
      be
      required, or may elect, to indemnify these parties against such claims. Such
      claims and any resultant litigation could subject us to significant liability
      for damages and could result in the invalidation of our proprietary rights.
      In
      addition, even if we prevail, such litigation could be time-consuming and
      expensive to defend, and could result in the diversion of our time and
      attention, any of which could materially and adversely affect our business,
      results of operations and financial condition. Any claims or litigation from
      third parties may also result in limitations on our ability to use the
      trademarks and other intellectual property subject to such claims or litigation
      unless we enter into arrangements with the third parties responsible for such
      claims or litigation, which may be unavailable on commercially reasonable terms,
      if at all.




*Future
      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.




12




The
      income statements of our international operations are translated into U.S.
      dollars at the average exchange rates in each applicable period. To the extent
      the U.S. dollar strengthens against foreign currencies, the translation of
      these
      foreign currencies denominated transactions results in reduced revenues,
      operating expenses and net income for our international operations. Similarly,
      to the extent the U.S. dollar weakens against foreign currencies, the
      translation of these foreign currency denominated transactions results in
      increased revenues, operating expenses and net income for our international
      operations. We are also exposed to foreign exchange rate fluctuations as we
      convert the financial statements of our foreign subsidiaries into U.S. dollars
      in consolidation. If there is a change in foreign currency exchange rates,
      the
      conversion of the foreign subsidiaries' financial statements into U.S. dollars
      will lead to a translation gain or loss which is recorded as a component of
      other comprehensive income. In addition, we have certain assets and liabilities
      that are denominated in currencies other than the relevant entity's functional
      currency. Changes in the functional currency value of these assets and
      liabilities create fluctuations that will lead to a transaction gain or loss.
      We
      have not entered into agreements or purchased instruments to hedge our exchange
      rate risks, although we may do so in the future. The availability and
      effectiveness of any hedging transactions may be limited and we may not be
      able
      to successfully hedge our exchange rate risks.




*Changes
      to existing accounting pronouncements, including SFAS 123R, or taxation rules
      or
      practices may adversely affect our reported results of operations or how we
      conduct our business.*




A
      change
      in accounting pronouncements or taxation rules or practices can have a
      significant effect on our reported results and may even affect our reporting
      of
      transactions completed before the change is effective. Pursuant to SEC rules,
      we
      are required to implement the Statement of Financial Accounting Standards No.
      123 (revised 2004), "Share-Based Payment" ("SFAS 123R") starting in the first
      quarter of 2006. SFAS 123R requires us to measure compensation costs for all
      share-based compensation (including stock options and our employee stock
      purchase plan, as currently constructed) at fair value and take compensation
      charges equal to that value. The method that we use to determine the fair value
      of stock options is based upon, among other things, the volatility of our
      ordinary shares. The price of our ordinary shares has historically been
      volatile. Therefore, the requirement to measure compensation costs for all
      share-based compensation under SFAS 123R could negatively affect our
      profitability and the trading price of our ordinary shares. SFAS 123R and the
      impact of expensing on our reported results could also limit our ability to
      continue to use stock options as an incentive and retention tool, which could,
      in turn, hurt our ability to recruit employees and retain existing employees.
      Other new accounting pronouncements or taxation rules and varying
      interpretations of accounting pronouncements or taxation practice have occurred
      and may occur in the future. This change to existing rules, future changes,
      if
      any, or the questioning of current practices may adversely affect our reported
      financial results or the way we conduct our business.




*While
      we believe that we currently have adequate internal control procedures in place,
      we are still exposed to potential risks from recent legislation requiring
      companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act
      of
      2002.*




While
      we
      believe that we currently have adequate internal control procedures in place,
      we
      are still exposed to potential risks from recent legislation requiring companies
      to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002. Under
      the supervision and with the participation of our management, we have evaluated
      our internal controls systems in order to allow management to report on our
      internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We
      have
      performed the system and process evaluation and testing required in an effort
      to
      comply with the management certification requirements of Section 404. As a
      result, we have incurred additional expenses and a diversion of management's
      time. If we are not able to continue to meet the requirements of Section 404
      in
      a timely manner or with adequate compliance, we might be subject to sanctions
      or
      investigation by regulatory authorities, such as the SEC or the Nasdaq National
      Market. Any such action could adversely affect our financial results and the
      market price of our ordinary shares.




*Our
      stock price has been historically volatile and may continue to be volatile,
      which may make it more difficult for you to resell shares when you want at
      prices you find attractive.*




The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. During the twelve months ended December 31,
      2006, the closing sale prices of our ordinary shares on the Nasdaq National
      Market ranged from $0.019 to $0.41 per share and the closing sale price on
      April
      11, 2007 was $0.05 per share. Our stock price may fluctuate in response to
      a
      number of events and factors, such as quarterly variations in operating results,
      announcements of technological innovations or new products and media properties
      by us or our competitors, changes in financial estimates and recommendations
      by
      securities analysts, the operating and stock price performance of other
      companies that investors may deem comparable, new governmental restrictions
      or
      regulations and news reports relating to trends in our markets. In addition,
      the
      stock market in general, and the market prices for China-related and
      Internet-related companies in particular, have experienced extreme volatility
      that often has been unrelated to the operating performance of such companies.
      These broad market and industry fluctuations may adversely affect the price
      of
      our ordinary shares, regardless of our operating performance.




13




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




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




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




Our
      Chief
      Executive Officer, Michael Mak, beneficially singly holds the majority
      shareholder vote. As a result, Mr. Mak is able to substantially influence all
      matters requiring the approval of our shareholders, including the election
      of
      directors and the approval of significant corporate transactions such as
      acquisitions. This concentration of ownership could delay, defer or prevent
      a
      change in control or otherwise impede a merger or other business combination
      that the Board of Directors or other shareholders may view
      favorably.




*We
      must rely on the Chinese government to develop China's Internet infrastructure
      and, if it does not develop this infrastructure, our ability to grow our
      business could be hindered.*




The
      Chinese government's interconnecting, national networks connect to the Internet
      through government-owned international gateways, which are the only channels
      through which a domestic Chinese user can connect to the international Internet
      network. We rely on this backbone and China Telecom and China Netcom to provide
      data communications capacity primarily through local telecommunications lines.
      Although the Chinese government has announced plans to aggressively develop
      the
      national information infrastructure, we cannot assure you that this
      infrastructure will be developed. In addition, we have no guarantee that we
      will
      have access to alternative networks and services in the event of any disruption
      or failure. If the necessary infrastructure standards or protocols or
      complementary products, services or facilities are not developed by the Chinese
      government, the growth of our business could be hindered.




*We
      may be adversely affected by complexity, uncertainties and changes in PRC
      regulation of Internet business and companies, including limitations on our
      ability to own key assets such as our website.*




The
      Chinese government heavily regulates its Internet sector including the legality
      of foreign investment in the Chinese Internet sector, the existence and
      enforcement of content restrictions on the Internet and the licensing and permit
      requirements for companies in the Internet industry. Because these laws,
      regulations and legal requirements with regard to the Internet are relatively
      new and evolving, their interpretation and enforcement involve significant
      uncertainty. In addition, the Chinese legal system is a civil law system in
      which decided legal cases may be cited for reference but have little
      precedential value. As a result, in many cases it is difficult to determine
      what
      actions or omissions may result in liability. Issues, risks and uncertainties
      relating to China's government regulation of the Chinese Internet sector include
      the following:




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




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




14




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




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




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




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




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




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




*We
      may be exposed to infringement claims by third parties, which, if successful,
      could cause us to pay significant damage awards.*




Third
      parties may initiate litigation against us alleging infringement of their
      proprietary rights. In the event of a successful claim of infringement and
      our
      failure or inability to develop non-infringing technology or license the
      infringed or similar technology on a timely basis, our business could be harmed.
      In addition, even if we are able to license the infringed or similar technology,
      license fees could be substantial and may adversely affect our results of
      operations.




*Our
      failure to compete successfully may hinder our growth.*




The
      markets for Internet advertising and related products and services are intensely
      competitive and such competition is expected to increase. Our failure to compete
      successfully may hinder our growth. We believe that our ability to compete
      depends upon many factors both within and beyond our control,
      including:




o
      the
      development of new online advertising media and methods;




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




o
      the
      ability to attract and retain qualified personnel;




o
      changing demands regarding customer service and support;




15




o
      shifts
      in sales and marketing efforts by us and our competitors; and




o
      the
      ease of use, performance, price and reliability of our services and
      products.




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




*Changes
      in laws and standards relating to data collection and use practices and the
      privacy of internet users, or related litigation, could harm our
      business.*




The
      U.S.
      federal and various state governments have recently proposed limitations on the
      collection and use of information regarding Internet users. In 2004 and 2005,
      the U.S. Congress proposed several new pieces of legislation that would limit
      the use of technologies deemed to be "spyware", which some bills have defined
      to
      include cookies, Web beacons and javascript, which are required by our products
      and services. The effectiveness of our advertising products and services could
      be significantly limited by federal and state regulations limiting the
      collection or use of information regarding Internet users. Since many of the
      proposed federal and state laws or regulations are being developed, we cannot
      yet determine the impact these regulations may have on our business. In
      addition, growing public concern about privacy and the collection, distribution
      and use of personal information has led to self-regulation of these practices
      by
      the Internet advertising and direct marketing industry, and to increased federal
      and state regulation. Lastly, a number of civil actions have been brought by
      federal and state authorities against companies alleged to have distributed
      "spyware" without the proper consent of users. The Network Advertising
      Initiative has developed self-regulatory principles for online preference
      marketing. We are also subject to various federal and state regulations
      concerning the collection, distribution and use of personal information. These
      laws include the Children's Online Privacy Protection Act and state laws that
      limit or preclude the use of voter registration and drivers license information,
      as well as other laws that govern the collection and use of consumer credit
      information. While we monitor legislative initiatives, in the event that more
      onerous federal or state laws or regulations are enacted or applied to us or
      to
      our clients, our business, financial condition and results of operations could
      be materially and adversely affected.




*Privacy
      concerns may prevent us from collecting user data.*




Growing
      concerns about the use of cookies and data collection may limit our ability
      to
      develop user profiles. Web sites typically place small files of information,
      commonly known as "cookies," on a user's hard drive, generally without the
      user's knowledge or consent. Cookie information is passed to the Web site
      through the Internet user's browser software. Our software technology enables
      the use of cookies and other non-personally-identifying information to deliver
      targeted advertising and to limit the frequency with which an advertisement
      is
      shown to a user. Most currently available Internet browsers allow users to
      modify their browser settings to prevent cookies from being stored on their
      hard
      drive, and Microsoft Corporation changed the design and instrumentation of
      its
      Web browser to give users the option to accept or reject third-party cookies.
      A
      small minority of users are currently choosing to prevent certain cookies.
      Users
      can also delete cookies from their hard drive or modify them at any time. Some
      Internet commentators and privacy advocates have suggested limiting or
      eliminating the use of cookies. Any reduction or limitation in the use of
      cookies or increase in the number of users blocking cookies could limit the
      effectiveness of our sales and marketing efforts and impair our profiling and
      targeting capabilities. Such changes also could adversely affect our ability
      to
      determine the reach of advertising campaigns sold and delivered by us and the
      frequency with which users of sites see the same advertisement.




If
      the
      use or effectiveness of cookies is limited, we would likely have to switch
      to
      other technology that would allow us to gather demographic and behavioral
      information. While such technology currently exists, it is substantially less
      effective than cookies. Replacement of cookies could require significant
      engineering time and resources, might not be completed in time to avoid negative
      consequences to our business, financial condition or results of operations,
      and
      might not be commercially feasible.




*We
      face risks associated with technological changes.*




The
      Internet and Internet advertising markets are characterized by rapidly changing
      technologies, evolving industry standards, frequent new product and service
      introductions and changing customer demands. Our future success will depend
      on
      our ability to adapt to rapidly changing technologies and to enhance existing
      solutions and develop and introduce a variety of new solutions to address our
      customers' changing demands. We may experience difficulties that could delay
      or
      prevent the successful design, development, introduction or marketing of our
      services. In addition, our new services or enhancements must meet the
      requirements of our current and prospective customers and must achieve
      significant market acceptance. Material delays in introducing new services
      and
      enhancements may cause customers to forego purchases of our services and
      purchase those of our competitors.




16




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




**ITEM
      2. Properties**




Our
      principal executive offices are located at 1601-1604, CRE Centre, 889 Cheung
      Sha
      Wan Road, Kowloon, Hong Kong. On March 1, 2004, we began renting warehouse
      and
      office facilities consisting of approximately 5,000 square feet from Stanford
      (which leases the premises from an unrelated third party) on a month-to-month
      basis at $6,000 per month. In July, 2004, our monthly rental obligation
      decreased to $3,500. In July, 2005, our monthly rental obligation decreased
      to
      $800. During the twelve months ended December 31, 2006, payments to Stanford
      related to rent were $9,600(2005: $24,200)




In
      addition, we currently occupy office space in China at the following
      location:




3/FL,
      Shi
      San Dui Cun Wei Building An Le Garden, 38th District Bao An,
      Shenzhen




People's
      Republic of China




In
      addition, we currently occupy office space in Hong Kong at the following
      location:




Room
      1601, 16/F, CRE Centre 889 Cheung Sha Wan Road Kowloon, Hong Kong




We
      periodically evaluate our facilities requirements. Some of our facilities are
      sublet in whole or in part.





**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**




On
      October 16, 2006, the Shareholders ratified the Unanimous Written Consent of
      the
      Board of Directors dated October 16, 2006 to create a 2006 Non-Qualified
      Incentive Stock Compensation Plan to be filed on Form S-8 with the Commission
      (filed on October 27, 2006).





On
      October 26, 2006, the Shareholders ratified the Unanimous Written Consent of
      the
      Board of Directors dated October 26, 2006 to issue shares from the 2006
      Non-Qualified Incentive Stock Compensation Plan filed on Form S-8 on October
      27,
      2006 to service providers.





**PART
      II.**





**ITEM
      5. Market for Common Equity and Related Stockholder
      Matters**




Since
      July 17, 2006, our common stock has been traded on the Over-the-Counter Bulletin
      Board under the symbol “AAGH.OB”. Prior to July 17, 2006, our common stock was
      traded on the Over-the-Counter Bulletin Board under the symbol
      "BAWC.OB". ] As of
      April 11, 2007, there were: (i) 13 shareholders of record, without giving effect
      to determining the number of shareholders who hold shares in "street name"
      or
      other nominee status; (ii) no outstanding options to purchase shares of our
      common stock; (iii) outstanding 81,362,000 shares of our common stock, of which
      81,362,000 shares are either freely tradeable or eligible for sale under Rule
      144 or Rule 144K, and (v) no shares subject to registration rights.




17




The
      following table sets forth, for the fiscal quarters indicated, 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
            
            Low**Fiscal
                2006**First
                Quarter
            
            $
            0.189
            
            $
            0.031Second
                Quarter
            
            $
            0.27
            
            $
            0.04Third
                Quarter
            
            $
            0.41
            
            $
            0.07Fourth
                Quarter
            
            $
            0.22
            
            $
            0.018**Fiscal
                2005**First
                Quarter
            
            $
            0.10
            
            $
            0.04Second
                Quarter
            
            $
            0.09
            
            $
            0.02Third
                Quarter
            
            $
            0.10
            
            $
            0.045Fourth
                Quarter
            
            $
            0.20
            
            $
            0.055




**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.





**Equity
      Compensation Plan Information**





**Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              **(a)**
            **Weighted
                average exercise price of outstanding options, warrants and
                rights**
              **(b)**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**
              **(c)**Equity
                compensation plans approved by security holders
            35,000,000(1)
            $0.166(2)
            0Equity
                compensation plans not approved by security holders
            -
            -
            -Total
            35,000,000
            
            0





(1)
            2005
                Stock Compensation Plan (10,000,000 shares filed with the Commission
                on
                Form S-8 on January 9, 2006) and 2006 Stock Compensation Plan (25,000,000
                shares filed with the Commission on Form S-8 on October 27,
                2006)


(2)
            Based
                on the average high and low on the dates of when the compensation
                plans
                were filed with the Commission. (2005 Stock Compensation Plan: Average
                $0.159 per share; 2006 Stock Compensation Plan: Average $0.173 per
                share.)





18




**Recent
      Sales of Unregistered Securities**




During
      the year ended December 31, 2006, we did not issue any securities that were
      not
      registered under the Securities Act of 1933, as amended (the “Securities Act”).
      However, pursuant to shareholder approval of Two Million (2,000,000) 144
      Restricted Shares was authorized to be issued to the President of the Company,
      Michel Mak, pursuant to his employment agreement dated August 18, 2006 (filed
      with the Commission on Form 8-K dated October 27, 2006), which was also approved
      by the Shareholders.





**ITEM
      6. Management's Discussion and Analysis or Plan of
      Operation**  **Forward
      Looking Statements**





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





**Overview
      and Future Plan of Operations**





In
      2006,
      our revenues grew by 137% from $ 2,188,642
      in 2005 to $5,179,174 in 2006 primarily
      resulting from increased advertising sales delivered by new agency partnerships
      in China. Over the course of 2006 our Sino Trade subsidiary, which is
      responsible for media sales in China, established new relationships with eight
      well-established media sales agencies throughout China. By doing so, Sino Trade
      was able to increase revenue without the risk of added overhead associated
      with
      an in-house sales force expansion.





The
      Company experienced a loss of $6,111,111 primarily due to engaging various
      consultants pursuant to management agreements to perform services rendered
      relating to expansion into the TV media market in China. We expect that the
      services rendered will generate an excellent return on our investment since
      a
      major part of this expansion included acquiring, through our subsidiaries,
      the
      China broadcast rights for the globally successful *“Who
      Wants To Be A Millionaire?”* TV
      program.





The
      groundwork for expansion into the TV media segment in China was laid during
      2006
      during which time the Company invested in professional services in the areas
      of
      consulting related to TV entertainment, TV media, and non-TV related advertising
      in China. The strongly emerging opportunity in TV media in China must be
      carefully pursued only after significant on-the-ground local exploration at
      the
      provincial and city levels. Unlike the US, accurate market data and industry
      intelligence related to TV media is not readily available in China. Management
      believes the value gained through these efforts will ultimately generate an
      excellent return on the investment. The expense related to the abovementioned
      groundwork was paid for with common stock issued in 2006 and valued at
      $6,244,250. Coupled with our other legal and professional expenses and a
      non-cash charge for our stock-based compensation to an executive in the sum
      of $1,153,123, to
      be
      settled by preferred and common stock, our professional fees contributed to
      a
      significant portion of our year-end losses, approximating $7,400,000 of the
      total expenses.





Today
      Asia Global Holdings Corp is focused on building businesses in China and other
      emerging regions and markets in Asia and worldwide. The Company now has
      subsidiaries participating in media and advertising, marketing services,
      Internet commerce and TV entertainment. The Company is headquartered in Hong
      Kong and has offices in the US and mainland China.





We
      consider the two most significant achievements of 2006 were the improved
      financial performance over the previous year and the expansion into TV media
      in
      the China market.





*Expansion
      into TV media in China*





Management
      sees the Company’s entry into TV media as an extension of our China advertising
      sales business and a way to leverage our expertise in this area. Our advertising
      sales subsidiary, Sino Trade, generated nearly all of our revenue in 2006.
      Revenue from the “ *Who
      Wants To Be A Millionaire?”* TV show
      will be derived from the sale of advertising which will air during the broadcast
      of the show.





The
      growing market for TV advertising in China is very attractive. Research studies
      indicate TV ad sales represent 75% of the overall ad spending in China’s
      estimated $37 billion advertising market. Reports state television advertising
      sales in the first 6 months of 2006 totaled $14 billion representing a 22%
      increase over the same period last year making TV the greatest gainer in ad
      sales of all China media with newspapers, magazines, radio and outdoor growing
      5%, 9%, 15% and 9% respectively. [Source: as reported by Xinhua News
      Agency]




19




To
      address this market opportunity Asia Global subsidiary Sino Trade created the
      wholly-owned subsidiary Idea Asia (a Hong Kong corporation) to hold
      entertainment related businesses. Idea Asia created CMP (a Hong Kong
      corporation) herein referred to as CMP of which Idea Asia owns 60%. On December
      18, 2006 CMP acquired the rights from UK based Celador International Limited
      (now part of 2waytraffic) to broadcast in China the global quiz show phenomenon *“Who
      Wants To Be A Millionaire?”.* The
      remaining 40% of CMP is owned by Kolmanski International Limited and Region
      Giants Limited who will provide TV production, corporate development, and sales
      and marketing services to CMP.





CMP
      entered into an agreement with China advertising media sales agency Zixunmedia
      on November 11, 2006. Pursuant to PRC regulations, only a licensed advertising
      agency can sell advertising and collect payments for advertising sales in the
      China television market. Zixunmedia is licensed pursuant to PRC laws and will
      receive thirty percent (30%) of the revenues generated from advertising during
      the *“Who
      Wants To Be A Millionaire?”* TV
      program. CMP will retain seventy percent (70%) of the revenues generated from
      the advertising.





CMP,
      under the terms of its agreement with Celador International/2waytraffic, will
      produce and broadcast a minimum of 104 episodes of “Who Wants To Be A
      Millionaire?” over a period of 12 months beginning third quarter 2007. The
      agreement includes a mutual option for production and broadcasting to continue
      for a second year thereafter. CMP expects to begin closing advertising contracts
      once it has concluded agreements with all key broadcast distribution
      channels.





We
      believe we have the appropriate corporate leadership established to ensure
      future success in the TV industry because we have placed the following
      individuals in place:





*
      Michael
      Mak, the Chief Executive Officer, interim Chief Financial Officer and Director
      of Asia Global Holdings Corp. will serve as the a sole director and officer
      of
      Idea Asia and will also serve as Chairman of CMP.





*
      John
      Leper, the Secretary and Director of Asia Global Holdings Corp. will serve
      as a
      Director of CMP.





* Hing
      Ng,
      the Director of Sino Trade, Asia Global Holdings Corp’s wholly-owned subsidiary,
      will serve as a Director of CMP.





*
      Mr.
      Peter Lai, aged 43, an advertising veteran and a co-founder of
      CMP, is overseeing the corporate development and the sales &
marketing function of the Company.





*
      Mr.
      Claude Yuen, aged 52, a TV production specialist and a founding partner of
      CMP, is in charge of the Program's production as the Executive
      Producer.





Asia
      Global Holdings will continue to seek out high quality proven successful TV
      entertainment and media opportunities to adapt to the market in China.





*Going
      forward*





In
      2007
      the Company plans to continue expanding upon our proven-successful agency
      partnership programs with established advertising agencies in China to grow
      this
      segment of the business. Also, as mentioned above, we plan to generate a new
      stream of revenue from the sales of advertising spots airing during the “Who
      Wants To Be A Millionaire? TV shows”. We also plan to continue to seek new
      opportunities in China TV media. We expect these objectives will dominate our
      operations in 2007.





20




**Results
      of Operations for the Twelve Months Ended December 31, 2006 and December 31,
      2005**





During
      the twelve months ended December 31, 2006, we experienced a net loss of
      $ 6,111,111 .
      We
      expect to improve our income position over the next 12 months as we plan to
      continue operating our advertising sales business in China and we expect to
      begin generating income from our CMP subsidiary in the second half of 2007.
      We
      also anticipate an increase in expenses from the operations of CMP.





During
      the twelve months ended December 31, 2006, we generated all our revenues from
      our Media and Advertising division. Over the next twelve months, we plan to
      devote the majority of our resources to expanding and further developing our
      Media and Advertising division which now includes our Idea Asia and CMP
      subsidiaries.




The
      following table sets forth our net revenues by each operational division for
      the
      twelve months ended December 31, 2006 and 2005:





**Total
      Revenue Twelve Months Ended December 31**




2006
            
            2005
            
            VarianceOnline
                Retailing
            
            
            -
            
            $
            43,071
            -
            $
            43,071
            
            
            (-100
            %)US
            
            
            -
            
            $
            43,071
            -
            $
            43,071
            
            
            (-100
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            (0
            %)Media
                & Advertising
            
            $
            5,179,174
            
            $
            2,145,571
            
            $
            3,033,603
            
            
            (141
            %)US
            
            $
            22,000
            
            $
            353,848
            -
            $
            331,848
            
            
            (-94
            %)China
                & HK
            
            $
            5,157,174
            
            $
            1,791,723
            
            $
            3,365,451
            
            
            (188
            %)





**Online
      Retailing Segment Revenue**





During
      the twelve month period ended December 31, 2006, we derived $0, or 0% of our
      total revenue, from our Online Retailing operations, representing a decrease
      in
      revenue, and percentage of total revenue, of $43,071, and 100% respectively,
      from the comparable twelve month period ending December 31, 2005 in which
      revenue from Online Retailing totaled $43,071 representing 2 % of the total
      revenue for that period.





The
      decrease in our Online Retailing product sales is due to increased external
      competitive pressures thereby causing to elect to significantly reduce spending
      and resources to a minimum in this segment so we can invest more resources
      in
      further developing our Media and Advertising segment to cope with its
      high-growth demand. The segment still remains active as the company may, if
      in
      the future market conditions are favorable and management believes opportunity
      exists in the segment and resources are available, increase the activity in
      this
      segment as it has considerable expertise.





**Media
      and Advertising Segment Revenue**





During
      the twelve month period ended December 31, 2006 we experienced an overall
      increase from the comparable twelve month period ending December 31, 2005,
      which
      is attributable to expanding our sales force through creating partnerships
      with
      established advertising agencies in China.





In
      China
      and Hong Kong, our revenue for the Media and Advertising segment totaled
      $5,157,174, representing almost 100% of the total media and advertising segment
      for the year ended December 31, 2006. We derived $5,179,174 or 100% of our
      total
      revenue from our media and advertising division. This represents a 141% increase
      in the segment and a 188% increase in the China and Hong Kong Media and
      Advertising segment.





21




**Cost
      of Sales**




Cost
      of
      Sales by Segment Twelve Months Ended December 31, 2006




2006
            
            2005
            
            VarianceOnline
                Retailing
            
            
            -
            
            $
            126,002
            -
            $
            126,002
            
            
            (-100
            %)US
            
            
            -
            
            $
            126,002
            -
            $
            126,002
            
            
            (-100
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            
            $
            1,901,613
            
            $
            443,706
            
            $
            1,457,907
            
            
            (329
            %)US
            
            
            -
            
            
            -
            
            
            -
            
            
            -China
                & HK
            
            $
            1,901,613
            
            $
            443,706
            
            $
            1,457,907
            
            
            (329
            %)





Cost
      of
      sales were $1,901,613 representing 37% of our total revenue of $5,179,174 for
      the twelve month period ended December 31, 2006 as compared to $569,708, 26%
      of
      total revenue of $2,188,642 for the twelve month period ended December 31,
      2005.
      The increase in cost of sales as a percentage of sales for the twelve month
      period ended December 31, 2006 is attributable to the increase in Media and
      Advertising business which represented 98% of our total revenue in 2005 and
      100%
      of our total business in 2006.




**Cost
      of Sales Online Retailing Segment**





Cost
      of
      sales for our Online Retailing Segment were $0 representing 0% of our total
      segment revenue of $0 for the twelve month period ended December 31, 2006 as
      compared to $126,002, representing 292% of total segment revenue of $43,071for
      the twelve month period ended December 31, 2005. The decrease in cost of sales
      as a percentage of sales for the twelve month period ended December 31, 2006
      is
      attributable to significantly decreased sales in this segment





**Cost
      of Sales Media and Advertising Segment**





Cost
      of
      sales for our Media and Adverting Segment were $1,901,613 representing 37%
      of
      our total segment revenue of $5,179,174 for the twelve month period ended
      December 31, 2006 as compared to $443,706, representing 21% of total segment
      revenue of $2,145,571for the twelve month period ended December 31, 2005. The
      increase in cost of sales as a percentage of sales for the twelve month period
      ended December 31, 2006 is attributable to increased production costs for
      printing of client advertising, website development for advertising customers,
      and costs related to creating and distributing direct marketing advertising
      for
      customers.





**Administrative
      Expenses**





Administrative
      Expenses by Segment Twelve Months Ended December 31, 2006




2006
            
            2005
            
            VarianceOnline
                Retailing
            
            
            -
            
            $
            63,980
            -
            $
            63,980
            
            
            (-100
            %)US
            
            
            -
            
            $
            63,980
            -
            $
            63,980
            
            
            (-100
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            
            $
            8,688,813
            
            $
            1,177,733
            
            $
            7,511,080
            
            
            (638
            %)US
            
            $
            1,456,778
            
            $
            530,743
            
            $
            926,035
            
            
            (174
            %)China
                & HK
            
            $
            7,232,035
            
            $
            646,990
            
            $
            6,585,045
            
            
            (1,018
            %)





Selling,
      general and administrative expenses increased $7,447,100 to $8,688,813 for
      the
      twelve month period ended December 31, 2006 as compared to $1,241,713 for the
      twelve month period ended December 31, 2005. The increase in expenses during
      the
      twelve month period ended December 31, 2006 was primarily attributable to a
      stock-based compensation to an executive in the sum of $1,153,123 to
      be
      settled by preferred and common stock and the issuance of common stock valued
      at
      $6,244,250 for professional services related our expansion into TV media in
      China. Management believes the TV media expansion in China will generate an
      excellent return on investment.





22




**Administrative
      Expenses Online Retailing**





Administrative
      expenses for our Online Retailing Segment were $0representing 0% of our total
      segment revenue of $0 for the twelve month period ended December 31, 2006 as
      compared to $63,980, 148% of total segment revenue of $43,071for the twelve
      month period ended December 31, 2005. The decrease in administrative expenses
      as
      a percentage of sales for the twelve month period ended December 31, 2006 is
      attributable to significant reductions in personnel and promotional spending
      in
      our online retailing segment





**Administrative
      Expenses Media and Advertising**





Administrative
      expenses for our Media and Adverting Segment were $8,688,813 representing 168%
      of our total segment revenue of $5,179,174 for the twelve month period ended
      December 31, 2006 as compared to $1,177,733, 55% of total segment revenue of
      $2,145,571for the twelve month period ended December 31, 2005. The increase
      in
      administrative expenses as a percentage of sales for the twelve month period
      ended December 31, 2006 is attributable to a stock-based compensation to an
      executive in the sum of $1,153,123 to
      be
      settled by preferred and common stock and the issuance of common stock valued
      at
      $6,244,250 for professional services related our expansion into TV media in
      China. Management believes the TV media expansion in China will generate an
      excellent return on investment. Also, to help generate the increase in sales
      there was a significant increase in promotional spending for advertising,
      $459,262 up 884% from $46,653 in 2005, and trade shows, $372,949 up from almost
      nothing in 2005. The Company participated in 31 trade shows in 2006.




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





2006
            
            2005Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            (266,833
            )Depreciation
            
            
            (45,513
            )
            
            (109,867
            )Amortization
                of intangible assets
            
            
            (235,211
            )
            
            (306,147
            )





In
      2006
      we experienced no impairment loss of property, plant and equipment compared
      to a
      $266,833 loss in 2005. We experienced non-cash expenditures of $45,513 and
      $235,211 from depreciation of fixed assets and amortization of intangible
      assets, respectively. The depreciation policy adopted in 2006 was consistent
      with that adopted in 2005; the 58% decrease in depreciation in 2006 as compared
      with the depreciation of $109,867 in 2005 is attributable to the reduction
      in
      fixed assets by the impairment loss of property, plant and equipment in 2005
      and
      some fixed assets reaching the end of their prescribed useful life in 2006.
      The
      policy of amortization of intangible assets adopted in 2006 was consistent
      with
      that adopted in 2005; the 23% decrease in amortization in 2006 as compared
      with
      the amortization of $306,147 in 2005 is attributable to some intangible assets
      being fully amortized during the year of 2006.





**Other
      Income (Expense)**





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




2006
            
            2005Other
                incomeFixed
                asset rental income
            
            
            13,050
            
            
            17,400Interest
                income
            
            
            9,767
            
            
            2,974Miscellaneous
                other income
            
            
            49,570
            
            
            23,05372,387
            
            
            43,427Interest
                expense
            
            
            45,474
            
            
            10,433Total
                other income
            
            $
            26,913
            
            $
            32,994




23




For
      both
      periods presented, fixed assets rental income represents assets leased to
      Stanford International Holding Corporation, a related party, based on a
      reasonable and agreed upon charge that approximated 15% of the
      depreciation expense in 2005 .
      The
      percentage was 29% for 2006 since the agreement between the Company and Stanford
      included no agreed upon percentage.





For
      the
      year ended December 31, 2006, miscellaneous other income primarily includes
      sales commission over-provided in 2005 written back. For the year ended December
      31, 2005, miscellaneous other income included a training subsidy and export
      reimbursements from the local government in Hong Kong, and reversal of the
      prior
      year’s provision for the cost of printing.





**Net
      Loss**





Net
      loss
      for 2006 was $ 6,111,111 compared
      to net loss of $382,400 in 2005. Loss is primarily attributed to non-cash
      charges such as the issuance of common stock valued at $6, 244,250 for
      professional services related our expansion into TV media in China and
      stock-based compensation to an executive amounting to $1,153,123 .





**Net
      Loss by Segment Twelve Months Ended December 31,
      2006**




2006
            
            2005
            
            VarianceOnline
                Retailing
            
            
            -
            -
            $
            172,186
            
            $
            172,186
            
            
            (-100
            %)US
            
            
            -
            -
            $
            172,186
            
            $
            172,186
            
            
            (-100
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            -
            $
            6,111,111
            -
            $
            210,214
            -
            $
            5,900,897
            
            
            (2,807
            %)US
            -
            $
            1,566,692
            -
            $
            384,544
            -
            $
            1,182,148
            
            
            (307
            %)China
                & HK
            -
            $
            4,544,419
            
            $
            174,330
            -
            $
            4,718,749
            
            
            (2,707
            %)




**Net
      Loss from Online Retailing**





Operating
      losses attributed to our Online Retailing resulted from lack of sales while
      maintaining a minimum of administrative expenses. We believe our position in
      this segment will improve as we continue to scale-down the overhead and
      operations.





**Net
      Loss from Media and Advertising**





The
      net
      loss of $6,111,111 in our Media and Advertising segment is primarily due to
      a
      stock-based compensation to an executive in the sum of $1,153,123 to
      be
      settled by preferred and common stock and an investment in expansion into TV
      media in China which management believes will generate an excellent return
      on
      the investment. A major part of this expansion of the Company’s media segment
      included acquiring, through its subsidiaries, the China broadcast rights for
      the
      globally successful *“Who
      Wants To Be A Millionaire?* ”
TV
      program. The Company expects additional expenses related to this expansion
      and
      specifically *“Who
      Wants To Be A Millionaire?”.*




**Trends,
      Events, and Uncertainties**





Demand
      for our services and products will be dependent on, among other things, market
      acceptance of our concept and general economic conditions, which are cyclical
      in
      nature. Our business operations may be adversely affected by our competitors
      and
      prolonged recessionary periods. We are in the process of seeking additional
      financing to forward our business plan. Subsequent to year end, the Company
      issued a convertible promissory note (the “Note”) with Sabana Investments LLC
      for the amount of $500,000 and an interest rate of 20%. The term of the note
      is
      for 90 days and matures on May 15, 2007. The Note allows for an option to
      convert any unpaid principal and interest into AAGH’s $0.001 par value common
      stock at a conversion price equal to the market price for such shares as of
      the
      date of the conversion date. As of the date of this filing, an amount of
      $350,000 has been funded to AAGH. 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.





24




**Liquidity
      and Capital Resources for the Twelve Month Period Ended December 31, 2006 and
      2005**





*Cash
      flows from operating activities*





We
      experienced positive cash flows provided by operations in the amount of
      $2 32,384 for the
      twelve month period ended December 31, 2006, primarily due to net loss from
      operations of $ 6,111,111 offset
      by non-cash charges such as depreciation and amortization of $ 280,724,legal
      and professional fee of
      $ 6,244,250,
      stock-based compensation to an executive of
      $1,153,123 and changes in operating assets such as an increase in prepayments and other current assets of $172,432, an
      increase in accounts receivable of $ 1,805,413 due to
      increased revenues in our Media and Advertising Business coupled with increases
      in our accounts payable and accrued expenses of $ 459,526 .





We
      experienced positive cash flows provided by operations in the amount of $750,107
      for the twelve month period ended December 31, 2005, primarily due to a net
      loss
      from operations of $382,400 offset by non-cash charges such as depreciation
      and
      amortization of $416,014, loss on disposal of fixed assets of $266,833 due
      to
      the write off of leasehold improvement in our Kowloon, Hong Kong office, and
      changes in operating assets such as a decrease in accounts receivable of
      $503,622 due to resulting cash collections and increases in other current assets
      of $252,376 primarily due to agreements signed and deposits paid for services
      to
      do 9 exhibitions in the PRC and a deposit for the acquisition of a printing
      factory located in the PRC.





*Cash
      flows from investing activities*





Net
      cash
      flows used in investing activities for 2006 was $ 731,654 primarily representing net advances to related parties of $592,114 and increase
      of restricted cash required as part of our subsidiary's banking facility
      agreements of $137,874. Net cash flows used in investing activities for 2005
      was
      $1,121,500 representing $461,460 of net advances to related parties, $299,359
      of
      repayment to a director, $259,365 of restricted cash required as part of our
      subsidiary's banking facility agreement and $99,252 representing cash paid
      for
      intangible assets.





*Cash
      flows from financing activities*





Net
      cash
      flows used in financing activities for both periods presented primarily
      represents net funds advanced under banking agreements





*Liquidity*





Our
      growth plans require additional funding from outside sources. We intend to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required. 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 $1,600,000 for operating
      expenses assuming revenue growth and no significant change in marketing or
      product development strategies. We expect to meet these capital needs from
      sales
      revenues and, to the extent we do not have sufficient revenues, from our
      existing cash reserves or other external sources of financing.





The
      accompanying consolidated financial statements contemplate continuation of
      the
      Company as a going concern. Due to the Company’s current year net loss of
      approximately $6,100,000, of which a sizable portion of that net loss is
      attributable to non-cash items such as stock issued for services rendered
      totaling approximately $7,400,000 and depreciation and amortization totaling
      approximately $281,000. However, substantial doubt to continue as a going
      concern is raised and realization of a major portion of the assets in the
      accompanying consolidated balance sheet is dependent upon the continued
      operations of the Company, which in turn is dependent upon the Company's ability
      to meet its financing requirements and the success of its future operations.





Management
      believes the Company's ability to continue as a going concern is alleviated
      because the Company was able to obtain third party financing subsequent to
      year
      end through the issuance of a convertible promissory note (the “Note”) for the
      amount of $500,000, bearing interest at 20% per annum, of which $350,000 has
      been received during February of 2007 (See Note 14). Management also believes
      its other current sources of liquidity as of March 31, 2007, included
      approximately $183,066 in cash and cash equivalents, and a $256,410 line of
      credit available for use under its current line of credit facility, are
      sufficient to satisfy its cash requirements over the next twelve months.
      Although there is no assurance that such financing will be available, or if
      available, that such financing will be available on reasonable terms, management
      believes it has the ability to borrow additional funds from third parties such
      as financial institutions or will be successful in a debt or equity financing
      that will be sufficient to fund its operations for the next twelve months.




25




Management
      has taken steps to reduce operating costs and moved a significant portion of
      its
      U.S. operations to China during 2006 to benefit from lower overhead costs and
      further capitalize on the growth potential and success. Management plans to
      continue reviewing all aspects of its business and making adjustments as needed
      to those considered unprofitable. Therefore, for at least the next twelve
      months, the Company can 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. Additionally, we will have to significantly modify our
      plans.





**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.




Accounts
      receivable and provision for bad debts





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





Impairment
      of long-lived assets





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





Accounting
      for stock-based compensation





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




26




Taxes
      on
      earnings





We
      record
      a valuation allowance to reduce our deferred tax assets to the amount that
      is
      more likely than not to be realized. We have considered future market growth,
      forecasted earnings, future taxable income and the mix of earnings in the
      jurisdictions in which we operate in determining the need for a valuation
      allowance. In the event we determine that we would not be able to realize all
      or
      part of our net deferred tax assets in the future, an adjustment to the deferred
      tax assets would be charged to earnings in the period such determination is
      made. Likewise, if we later determine that it is more likely than not that
      the
      net deferred tax assets would be realized, the previously provided valuation
      allowance would be reversed.





**ITEM
      7. Financial Statements**




(THE
      COMPANY'S FINANCIAL STATEMENTS COMMENCE ON THE FOLLOWING PAGE)




27




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**INDEX
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**











REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-2REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-3CONSOLIDATED
                BALANCE SHEET
            F-4CONSOLIDATED
                STATEMENTS OF OPERATIONS
            F-5CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
            F-6CONSOLIDATED
                STATEMENTS OF CASH FLOWS
            F-7NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS
            F-8





F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Stockholders and the Board of Directors of Asia Global Holdings Corp.**





We
      have audited the accompanying consolidated balance sheet of Asia Global Holdings
      Corp. and Subsidiaries (the "Company") as of December 31, 2006, and the related
      consolidated statements of operations, changes in stockholders' equity, and
      cash
      flows for the year then ended. These consolidated financial statements are
      the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these consolidated financial statements based on our audit.





We
      conducted our audit in accordance with the standards established by the Public
      Company Accounting Oversight Board (United States). Those standards require
      that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audit provides a reasonable basis for our opinion.





In
      our opinion, the consolidated financial statements referred to above present
      fairly, in all material respects, the consolidated financial position of the
      Company as of December 31, 2006, and the consolidated results of its operations
      and its cash flows for the year then ended, in conformity with generally
      accepted accounting principles in the United States of America.










*/s/
      HLB Hodgson Impey Cheng*





**HLB
      Hodgson Impey Cheng**


*Chartered
      Accountants*


*Certified
      Public Accountants*





Hong
      Kong ,
      S.A.R.


April
      14, 2007





F-2


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Stockholders and the Board of Directors of Asia Global Holdings Corp.**





We
      have audited the accompanying consolidated statements of operations, changes
      in
      stockholders' equity, and cash flows of Asia Global Holdings Corp. (formerly
      known as BonusAmerica Worldwide Corp.) and Subsidiaries (the "Company") for
      the
      year ended December 31, 2005. These consolidated financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these consolidated financial statements based on our audit.





We
      conducted our audit in accordance with the standards established by the Public
      Company Accounting Oversight Board (United States). Those standards require
      that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provides a reasonable basis for our opinion.





In
      our opinion, the consolidated financial statements referred to above present
      fairly, in all material respects, the consolidated results of operations and
      cash flows of the Company for the year ended December 31, 2005, in conformity
      with generally accepted accounting principles in the United States of America.










*/s/
                Clancy and Co., P.L.L.C.**Scottsdale,
                Arizona**April
                19, 2006**except for Notes 1, 2 and 11 which are dated as of February 6,
                2007*








F-3




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONSOLIDATED
      BALANCE SHEET**


**AS
      OF DECEMBER 31, 2006**





**ASSETS**
            
            **2006**Current
                assetsCash
                and cash equivalents
            
            $
            22,514Restricted
                cash
            
            
            417,239Accounts
                receivable, net of provision of bad debts
            
            
            2,391,503Prepayments
                and other current assets
            
            
            512,939Amounts
                due from related parties
            
            
            1,055,240Total
                current assets
            
            
            4,399,435Property,
                plant and equipment, net
            
            
            52,168Intangible
                assets, net
            
            
            311,412Total
                Assets
            
            $
            4,763,015**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilitiesBank
                overdraft, secured
            
            $
            25,578Secured
                bank loan - current portion
            
            
            419,303Letters
                of credit
            
            
            262,628Accounts
                payable
            
            
            908,859Accrued
                liabilities
            
            
            125,015Income
                taxes payable
            
            
            340,143Amount
                due to a related party
            
            
            17,173Total
                current liabilities
            
            
            2,098,699Long-term
                LiabilitiesSecured
                bank loan
            
            
            94,307Deferred
                taxation
            
            
            59,704Total
                long-term liabilities
            
            
            154,011Total
                liabilities
            
            
            2,252,710Minority
                interest in consolidated subsidiaries
            
            
            -Commitments
                and contingenciesStockholders'
                equitySeries
                A convertible preferred stock, $0.001 par value; 500,000 shares
                authorizedIssued
                and outstanding: None
            
            
            -To
                be issued: 500,000 shares
            
            
            1,000,000Common
                stock, $0.001 par value; 199,500,000 shares authorizedIssued
                and outstanding: 54,862,000 shares
            
            
            54,862To
                be issued: 739,726 shares
            
            
            153,123Other
                comprehensive income
            
            
            3,517Additional
                paid-in capital
            
            
            7,428,345Accumulated
                deficit
            
            
            (6,129,542
            )Total
                stockholders' equity
            
            
            2,510,305Total
                Liabilities and Stockholders' Equity
            
            $
            4,763,015





**The
      accompanying notes are an integral part of these consolidated financial
      statements.**




F-4




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**2006**
            
            **2005**Revenue
            
            $
            5,179,174
            
            $
            2,188,642Cost
                of revenues
            
            
            (1,901,613
            )
            
            (569,708
            )Gross
                profit
            
            
            3,277,561
            
            
            1,618,934Selling
                expenses
            
            
            (459,262
            )
            
            (199,205
            )Legal
                and professional expenses
            
            
            (6,304,222
            )
            
            (135,519
            )General
                and administrative expenses
            
            
            (772,206
            )
            
            (906,989
            )Stock-based
                compensation to an executive
            
            
            (1,153,123
            )
            
            -Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            (266,833
            )Depreciation
                of property, plant and equipment
            
            
            (45,513
            )
            
            (109,867
            )Amortization
                of intangible assets
            
            
            (235,211
            )
            
            (306,147
            )Operating
                loss
            
            
            (5,691,976
            )
            
            (305,626
            )Other
                income (expense)Other
                income
            
            
            72,387
            
            
            43,427Interest
                expense
            
            
            (45,474
            )
            
            (10,433
            )Total
                other income
            
            
            26,913
            
            
            32,994Loss
                before income taxes
            
            
            (5,665,063
            )
            
            (272,632
            )Provision
                for income taxes
            
            
            (446,561
            )
            
            (109,768
            )Loss
                after income taxes
            
            
            (6,111,624
            )
            
            (382,400
            )Minority
                interests
            
            
            513
            
            
            -Net
                loss attributable to common stockholders
            
            $
            (6,111,111
            )
            $
            (382,400
            )Basic
                loss per share
            
            $
            (0.21
            )
            $
            (0.02
            )Diluted
                loss per share
            
            $
            (0.21
            )
            $
            (0.02
            )Basic
                weighted-average shares outstanding
            
            
            29,140,493
            
            
            19,862,000





**The
      accompanying notes are an integral part of these consolidated financial
      statements.**





F-5




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**Series
                A Convertible Preferred Stock To Be Issued**
              **Shares**
            
            **Series
                A Convertible Preferred Stock To Be Issued**
              **Amount**
            
            **Common
                Stock**
              **Shares**
            
            **Common
                Stock**
              **Amount**
            
            **Common
                Stock To Be Issued**
              **Shares**
            
            **Common
                Stock To Be Issued**
              **Amount**
            
            **Additional**
              **Paid-In**
              **Capital**
            
            **Other
                Comprehensive income**
            
            **Retained**
              **earnings**
              **(accumulated**
              **deficit)**
            
            **Total**Balance
                - December 31, 2004
            
            
            -
            
            $
            -
            
            
            19,862,000
            
            $
            19,862
            
            
            -
            
            $
            -
            
            $
            1,219,095
            
            $
            473
            
            $
            363,969
            
            $
            1,603,399Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,238
            
            
            -
            
            
            3,238Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (382,400
            )
            
            (382,400
            )*Comprehensive
                loss*
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (379,162
            )Balance
                - December 31, 2005
            
            
            -
            
            
            -
            
            
            19,862,000
            
            
            19,862
            
            
            -
            
            
            -
            
            
            1,219,095
            
            
            3,711
            
            
            (18,431
            )
            
            1,224,237Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (194
            )
            
            -
            
            
            (194
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,111,111
            )
            
            (6,111,111
            )*Comprehensive
                loss*
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,111,305
            )Award
                shares to be issued
            
            
            500,000
            
            
            1,000,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,000,000Bonus
                shares to be issued
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            739,726
            
            
            153,123
            
            
            -
            
            
            -
            
            
            -
            
            
            153,123Issue
                of common stock for services rendered, non-cash
            
            
            -
            
            
            -
            
            
            35,000,000
            
            
            35,000
            
            
            -
            
            
            -
            
            
            6,209,250
            
            
            -
            
            
            -
            
            
            6,244,250Balance
                - December 31, 2006
            
            
            500,000
            
            $
            1,000,000
            
            
            54,862,000
            
            $
            54,862
            
            
            739,726
            
            $
            153,123
            
            $
            7,428,345
            
            $
            3,517
            
            $
            (6,129,542
            )
            $
            2,510,305





**The
      accompanying notes are an integral part of these consolidated financial
      statements.**





F-6




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**2006**
            
            **2005**Cash
                flows from operating activitiesNet
                loss
            
            $
            (6,111,111
            )
            $
            (382,400
            )Adjustments
                to reconcile net loss to net cash provided by operating activities:Stock-based
                compensation to an executive, non-cash
            
            
            1,153,123
            
            
            -Common
                stock issued for legal and professional services received,
                non-cash
            
            
            6,244,250
            
            
            -Depreciation
                and amortization
            
            
            280,724
            
            
            416,014Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            266,833Provision
                for income taxes
            
            
            145,350
            
            
            108,968Deferred
                taxation
            
            
            27,595
            
            
            -Provision
                for inventory obsolescence
            
            
            -
            
            
            22,861Changes
                in operating assets:Accounts
                receivable
            
            
            (1,805,413
            )
            
            503,622Inventories
            
            
            -
            
            
            95,695Prepayments
                and other current assets
            
            
            (172,432
            )
            
            (252,376
            )Accounts
                payable and accrued liabilities
            
            
            459,526
            
            
            258Amounts
                payable to related parties
            
            
            10,772
            
            
            (29,368
            )Net
                cash flows provided by operating activities
            
            
            232,384
            
            
            750,107Cash
                flows from investing activitiesNet
                advances to related parties
            
            
            (592,114
            )
            
            (461,460
            )Repayment
                to a director
            
            
            (1,666
            )
            
            (299,359
            )Increase
                in restricted cash
            
            
            (137,874
            )
            
            (259,365
            )Purchases
                of equipment
            
            
            -
            
            
            (2,064
            )Cash
                paid for intangible assets
            
            
            -
            
            
            (99,252
            )Net
                cash flows used in investing activities
            
            
            (731,654
            )
            
            (1,121,500
            )Cash
                flows from financing activitiesBank
                overdraft
            
            
            25,167
            
            
            411Advances
                under letters of credit
            
            
            161,987
            
            
            100,641Drawdown
                of bank loan
            
            
            600,134
            
            
            256,410Repayments
                of bank loan
            
            
            (314,444
            )
            
            (28,490
            )Net
                cash flows provided by financing activities
            
            
            472,844
            
            
            328,972Net
                decrease in cash and cash equivalents
            
            
            (26,426
            )
            
            (42,421
            )Effect
                of foreign currencies on cash flows
            
            
            (194
            )
            
            3,238Cash
                and cash equivalents, beginning of year
            
            
            49,134
            
            
            88,317Cash
                and cash equivalents, end of year
            
            $
            22,514
            
            $
            49,134Cash
                paid for:Interest
            
            $
            45,474
            
            $
            10,433Income
                taxes
            
            $
            273,616
            
            $
            800Non-cash
                investing and financing activities:Issue
                of common stock for services received
            
            $
            6,244,250
            
            $
            -Stock-based
                compensation to an executive, non-cash
            
            $
            1,153,123
            
            $
            -





**The
      accompanying notes are an integral part of these consolidated financial
      statements.**





F-7


**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**





**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2006**





**NOTE
      1 -**  **BUSINESS
      DESCRIPTION,** **BASIS
      OF PRESENTATION** **AND
      SIGNIFICANT ACCOUNTING POLICIES**





***Business
      description***




Asia
      Global Holdings Corp. (“AAGH”), formerly known as BonusAmerica Worldwide Corp.
      is a Nevada corporation that provides business to consumer retail sales,
      business to business wholesale transactions, and business to business
      advertising and database information rental services. During 2006, the Company’s
      customers were in Hong Kong. During 2005, the Company primarily served customers
      within the United States of America, Hong Kong and the People's Republic of
      China (the "PRC"). (See Note 3) AAGH’s name was changed to Asia Global Holdings
      Corp. on June 6, 2006.





AAGH
      has two wholly-owned subsidiaries whose purposes are to provide additional
      support to the AAGH’s business to business trade operations in Hong Kong, the
      PRC, and the United States: Sino Trade-Intelligent Development Corp., Limited,
      a
      Hong Kong entity, (”Sino Trade”) and Wah Mau Corporate Planning Development
      (Shenzhen) Company Limited, a PRC entity, (“Wah Mau”) *(Note:
      This is an English translation of the official Chinese name.)*





During
      the year ended December 31, 2006, Sino Trade established a new wholly-owned
      subsidiary in Hong Kong, Idea Asia Limited (“IAL”), which was formed to include
      all aspects of entertainment related businesses acquired or created in the
      future. On November 27, 2006, IAL established a new subsidiary in Hong Kong,
      China Media Power Limited (“CMPL”), which IAL has a sixty percent (60%)
      ownership interest. CMPL was formed for the purpose of the acquisition of the
      rights and licenses of a television program.





***Basis
      of presentation, liquidity and going concern***





The
      accompanying consolidated financial statements have been prepared
      in accordance with accounting principles generally accepted in the United States
      of America.





The
      accompanying consolidated financial statements contemplate continuation of
      the
      Company as a going concern. Due to the Company’s current year net loss of
      approximately $6,100,000, of which a sizable portion of that net loss is
      attributable to non-cash items such as stock issued for services received
      totaling approximately $7,400,000 and depreciation and amortization totaling
      approximately $281,000. However, substantial doubt to continue as a going
      concern is raised and realization of a major portion of the assets in the
      accompanying consolidated balance sheet is dependent upon the continued
      operations of the Company, which in turn is dependent upon the Company's ability
      to meet its financing requirements and the success of its future operations.





Management
      believes the Company's ability to continue as a going concern is alleviated
      because the Company was able to obtain third party financing subsequent to
      year
      end through the issuance of a convertible promissory note (the “Note”) for the
      amount of $500,000, bearing interest at 20% per annum, of which $350,000 has
      been received during February of 2007 (See Note 14). Management also believes
      its other current sources of liquidity as of March 31, 2007, included
      approximately $183,066 in cash and cash equivalents, and a $256,410 line of
      credit available for use under its current line of credit facility, are
      sufficient to satisfy its cash requirements over the next twelve months.
      Although there is no assurance that such financing will be available, or if
      available, that such financing will be available on reasonable terms, management
      believes it has the ability to borrow additional funds from third parties such
      as financial institutions or will be successful in a debt or equity financing
      that will be sufficient to fund its operations for the next twelve months.





Management
      has taken steps to reduce operating costs and moved a significant portion of
      its
      U.S. operations to China during 2006 to benefit from lower overhead costs and
      further capitalize on the growth potential and success. Management plans to
      continue reviewing all aspects of its business and making adjustments as needed
      to those considered unprofitable. Therefore, for at least the next twelve
      months, the Company can 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.




***Summary
      of significant accounting policies*** ****





Principles
      of consolidation -
      The consolidated financial statements include the accounts of the Company.
      All
      significant intercompany balances and transactions have been eliminated in
      consolidation. The results of the AAGH's subsidiaries are included since their
      respective dates of incorporation / establishment.





F-8




Use
      of estimates -
      The preparation of financial statements requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Management makes its best estimate of the ultimate outcome
      for
      these items based on historical trends and other information available when
      the
      financial statements are prepared. Changes in estimates are recognized in
      accordance with the accounting rules for the estimate, which is typically in
      the
      period when new information becomes available to management. Actual results
      could differ from those estimates.





Cash
      and cash equivalents -
      The Company considers all non-restricted highly liquid instruments purchased
      with an original maturity of three months or less to be cash equivalents. Cash
      and cash equivalents consist of cash at bank and on hand, demand deposits with
      banks and other financial institutions. The
      Company maintains cash balances at several banks. Accounts held at financial
      institutions in the U.S. are insured by the Federal Deposit Insurance
      Corporation up to $100,000.





Accounts
      receivable and provision for bad debts -
      Accounts receivable, net of provision for bad debts, are presented at net
      realizable value. The Company periodically records a provision for bad debts
      based on management’s judgment resulting from an evaluation of the
      collectibility of accounts receivable by assessing, among other factors, our
      customer’s willingness or ability to pay, repayment history, general economic
      conditions, and the ongoing relationship with our customers. The total amount
      of
      this provision is determined by first identifying the receivables of customers
      that are considered to be a higher credit risk based on their current overdue
      accounts, difficulties in collecting from these customers in the past, and
      their
      overall financial condition. For each of these customers, the Company estimates
      the extent to which the customer will be able to meet its financial obligations
      and records a provision that reduces our trade receivable for that customer
      to
      the amount that is reasonably believed will be collected. Additional provisions
      may be required in the future if the financial condition of our customers or
      general economic conditions deteriorate, thereby reducing net earnings.
      Management has determined that no provision for bad debts at December 31, 2006,
      is necessary.





Revenue
      recognition -
      The Company recognizes revenue from product sales and business to business
      wholesale transactions at the time of shipment. Revenues from database rentals
      are recorded at the time the services are provided so long as the services
      are
      defined and communicated in writing, the price is fixed and determinable, no
      other obligations of the Company exist to the customer and the amounts are
      collectible. Revenues from media and advertising sales are recognized in the
      period the performance of media coverage and advertising events to be launched
      for the customer’s product promotion is provided.





Property,
      plant and equipment -
      Property, plant and equipment are stated at historical cost less accumulated
      depreciation and impairment. Depreciation is computed using the straight-line
      method over the estimated useful lives of the assets, generally ranging from
      3
      to 7 years. The cost of maintenance and repairs is charged to expense as
      incurred and significant renewals and betterments are capitalized. Deductions
      are made for retirements resulting from renewals or betterments. Depreciation
      expense charged to operations for the year ended December 31, 2006 was $45,513
      (2005: $109,867).





Inventories -
      Inventories are stated at the lower of cost (first-in, first-out) or market.
      Allowances are provided for inventories which are considered slow-moving to
      reduce amounts to net realizable or market value. During 2005, the Company
      wrote-off inventory of $22,861 and accordingly, the Company no longer carries
      any inventory.





Intangible
      assets -
      Intangible assets consist of costs paid to acquire personal customer information
      for use in its advertising and database rental activities. There were no costs
      capitalized during 2006 (2005: $99,252) and amortization expense totaled
      $235,211 (2005: $306,147) for the year ended December 31, 2006. At December
      31,
      2006, the gross carrying value was $1,150,876, accumulated amortization was
      $839,464 and the net carrying value was $311,412. The Company amortizes the
      cost
      of these assets over a period of three to five years. The estimated aggregate
      amortization expense for each of the five succeeding years follows: 2007:
      $106,000; 2008: $106,000; 2009: $90,000; 2010: $10,000; 2011: nil.





Long-lived
      assets -
      Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
      Impairment or Disposal of Long-Lived Assets", requires that long-lived assets,
      such as property and equipment and purchased intangibles subject to
      amortization, be reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable, or at least these assets must be reviewed annually. Recoverability
      of the asset is measured by comparison of its carrying amount to undiscounted
      future net cash flows the asset is expected to generate. Specifically,
      management projects undiscounted cash flows from database rentals that are
      expected over the period to be benefited. If such assets are considered to
      be
      impaired, the impairment to be recognized is measured as the amount by which
      the
      carrying amount of the asset exceeds its fair market value. Estimates of
      expected future cash flows represent management's best estimate based on
      currently available information and reasonable and supportable assumptions.
      Any
      impairment recognized in accordance with SFAS No. 144 is permanent and may
      not
      be restored.





F-9




Advertising -
      The Company expenses costs of advertising and promotions as incurred with the
      exception of direct-response advertising costs. Statement of Position No. 93-7,
      "Reporting on Advertising Costs", provides that direct-response advertising
      costs that meet specified criteria should be reported as assets and amortized
      over the estimated benefit period, which is generally less than 30 days. The
      conditions for reporting the direct-response advertising costs as assets include
      evidence that customers have responded specifically to the advertising, and
      that
      the advertising results in probable future benefits. The Company uses
      direct-response marketing to attract customers to opt-in to the Company's
      database and buy goods offered on its website or a special promotion. The
      Company is able to document the responses of each customer to the email
      advertising that elicited the response. The percentage of costs attributable
      to
      future rental revenues are segregated and reported as intangible assets.
      Advertising expenses included in selling and marketing expenses on the
      consolidated statement of operations for the year ended December 31, 2006 were
      approximately $459,000 (2005: $137,000).





Pension
      obligation - The
      Company operates a defined contribution plan and the assets of which are
      generally held in a separate trustee administered fund. The pension plan is
      generally funded by payments from employees and by the relevant group companies.
      The Company’s contributions to the defined contribution plan are expensed as
      incurred. The Company’s contributions to the defined contribution plan for the
      year ended December 31, 2006 and 2005 were approximately $2,000 and $10,000,
      respectively.





Accounting
      for stock-based compensation - The
      Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123(R)"), on January 1, 2006, which requires the measurement and recognition
      of
      compensation expense for all share-based awards made to employees and directors,
      including employee stock options and shares issued through its employee stock
      purchase plan, based on estimated fair values. Prior to the adoption of SFAS
      123(R), the Company accounted for stock-based compensation using the intrinsic
      value method prescribed in Accounting Principles Board ("APB") Opinion No.25,
      "Accounting for Stock Issued to Employees." Under the intrinsic value method
      that was used to account for stock-based awards prior to January 1, 2006, which
      had been allowed under the original provisions of SFAS 123, compensation expense
      was recorded on the date of grant if the current market price of the underlying
      stock exceeded the exercise price. Any compensation expense was recorded on
      a
      straight-line basis over the vesting period of the grant. The adoption of this
      standard had a significant impact to the Company's accompanying consolidated
      financial statements since the Company entered into an employment agreement
      included stock-based compensation awards with its president (“President”),
      Michael Mak, who is also the AAGH’s chief executive officer (“Chief Executive
      Officer”) and interim chief financial officer (“interim Chief Financial
      Officer”) on August 18, 2006 (See Note 9). Except for the above, the adoption of
      this standard had no impact to the Company’s financial position, results of
      operations or cash flows as the Company's previous stock-based compensation
      awards expired prior to January 1, 2006, and there have been no grants during
      the current year.





Earnings
      per share -
      The
      Company presents basic earnings per share ("EPS") and diluted EPS on the face
      of
      the consolidated statements of operations. Basic EPS is computed as net earnings
      (loss) divided by the weighted average number of common shares outstanding
      for
      the period. Diluted EPS reflects the potential dilution that could occur from
      common shares issuable through stock options, warrants, and other convertible
      securities, such as convertible preferred stock. No potential common stock
      is
      considered in the diluted EPS calculation when the Company incurs loss from
      continuing operations since the effect would be anti-dilutive. The
      computation of diluted loss per share for the year ended December 31, 2006,
      did
      not assume the exercise of the potential dilution of 500,000 shares of Series
      A
      Convertible Preferred Stock to be issued as the exercise of such preferred
      stock
      is antidilutive. As at December 31, 2005, no potential common stock instruments
      existed. All
      per
      share and per share information are adjusted retroactively to reflect stock
      splits and changes in par value.





Foreign
      currency translation - The reporting currency used in the preparation of these consolidated financial
      statements is United States Dollars (USD). The functional currency of the
      Company's subsidiary operating in Hong Kong is Hong Kong Dollars (HKD) and
      its
      financial records are maintained and its statutory financial statements are
      prepared in HKD. The functional currency of the Company's subsidiary established
      in the PRC is Renminbi (RMB) and its financial records are maintained and its
      financial statements are prepared in RMB.





Transactions
      in foreign currencies are translated at exchange rates ruling at the transaction
      dates. Monetary assets and liabilities expressed in foreign currencies at the
      balance sheet date are translated at rates of exchange ruling at the balance
      sheet date. Exchange differences arising in these cases are included in net
      income on the statement of operations.





The
      translation of the consolidated financial statements into USD is performed
      for
      balance sheet accounts using the closing exchange rate in effect at the balance
      sheet date and for revenue and expenses using an average exchange rate during
      each reporting period. The resulting foreign currency translation gain or loss
      is included in other comprehensive income in the equity section of the balance
      sheet.





Income
      taxes -
      The Company
      accounts for income taxes under the provision of SFAS No. 109, “Accounting for
      Income Taxes”, resulting in two components of income tax expenses: current and
      deferred. Current income tax expense approximates taxes to be paid or refunded
      for the relevant periods. Deferred income tax expense results from changes
      in
      deferred tax assets and liabilities between periods. Deferred
      tax assets and liabilities are recognized for estimated future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases. Deferred tax
      assets and liabilities are measured using enacted tax rates in effect for the
      year in which those temporary differences are expected to be recovered or
      settled. The resulting deferred tax assets and liabilities are adjusted to
      reflect changes in tax laws or rates in the period of enactment. Deferred tax
      assets are reviewed for realization and valuation allowances are recorded if
      it
      is deemed more likely than not that some or all of the deferred tax assets
      will
      not be realized.





F-10




Comprehensive
      income -
      The Company includes items of other comprehensive income by their nature in
      a
      financial statement and displays the accumulated balance of other comprehensive
      income separately from retained earnings and additional paid-in capital in
      the
      equity section of the balance sheet. Other comprehensive income consists of
      cumulative translation adjustments.





Fair
      value of financial instruments -
      Financial instruments include cash and cash equivalents, restricted cash,
      accounts receivable, accounts payable and other accrued expenses, amounts due
      to
      / from related parties. The carrying values approximate their fair values
      because of their short-term nature.





Related
      party transactions -
      A related party is generally defined as (i) any person that holds 10% or more
      of
      the Company's securities and their immediate families, (ii) the Company's
      management, (iii) someone that directly or indirectly controls, is controlled
      by
      or is under common control with the Company, or (iv) anyone who can
      significantly influence the financial and operating decisions of the Company.
      A
      transaction is considered to be a related party transaction when there is a
      transfer of resources or obligations between related parties.




Reclassifications -
      Certain financial statements line items have been reclassified to conform to
      the
      current presentation and have no impact on the previously report consolidated
      net sales, operating results, and net financial position.





**NOTE
      2 - RECENT ACCOUNTING PRONOUNCEMENTS**





The
      Financial Accounting Standards Board (the “FASB”) and the U. S. Securities and
      Exchange Commission (the “SEC”) issued the following recent accounting
      pronouncements:




In
      February 2006, the FASB issued SFAS 155, *Accounting
      for Certain Hybrid Financial Instruments - an amendment of FASB Statements
      133
      and 140* ,
      (“SFAS 155”), which will be effective for the Company beginning January 1, 2007.
      The statement permits interests in hybrid financial instruments that contain
      an
      embedded derivative that would otherwise require bifurcation, to be accounted
      for as a single financial instrument at fair value, with changes in fair value
      recognized in earnings. This election is permitted on an
      instrument-by-instrument basis for all hybrid financial instruments held,
      obtained, or issued as of the adoption date. The
      Company does not expect there to be any significant impact of adopting this
      standard on its consolidated financial position, cash flows and results of
      operations.





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





In
      September 2006, the FASB issued SFAS 157, *Fair
      Value Measurements* (“SFAS
      157”), which provides guidance about how to measure assets and liabilities that
      use fair value. SFAS 157 will apply whenever another US GAAP standard requires
      (or permits) assets or liabilities to be measured at fair value but does not
      expand the use of fair value to any new circumstances. This standard also will
      require additional disclosures in both annual and quarterly reports. SFAS 157
      will be effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and will be adopted by us beginning in the first
      quarter of 2008. The Company is currently evaluating the potential impact this
      standard may have its consolidated financial position, cash flows and results
      of
      operations, but does not believe the impact of the adoption will be material.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) 108, *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* (“SAB
      108”). SAB 108 was issued to eliminate the diversity of practice in how public
      companies quantify misstatements of financial statements, including
      misstatements that were not material to prior years’ financial statements. The
      Company will apply the provisions of SAB 108 to its annual financial statements
      for the year ending December 31, 2006. The Company has evaluated the potential
      impact of SAB 108 and does not believe the impact of the application of this
      guidance will be material to its consolidated financial position, cash flows
      and
      results of operations.





In
      February 2007, the FASB issued SFAS 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* (“SFAS
      159”), which will be effective for the Company beginning January 1, 2008. This
      standard permits entities to choose to measure many financial instruments and
      certain other items at fair value and consequently report unrealized gains
      and
      losses on such items in earnings. The
      Company does not expect there to be any significant impact of adopting this
      standard on its consolidated financial position, cash flows and results of
      operations.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force ("EITF")), the American Institute of Certified Public
      Accountants ("AICPA"), and the SEC did not or are not believed by management
      to
      have a material impact on the Company's present or future financial
      statements.





F-11




**NOTE** **3**  **-
      CONCENTRATIONS OF RISK**





The
      Company is exposed to the followings concentrations of risk:





·
            Supplier
                risk - As of December 31, 2006, the Company had three vendors that
                each
                accounted for more than 10% of trade payables. If these vendors were
                unavailable to provide services in a timely manner and the Company
                was
                unable to find alternative vendors, the Company's business, operating
                results and financial condition could be materially adversely affected.·
            Revenues
                and account receivable - As of December 31, 2006, the Company had
                five
                customers that each accounted for more than 10% of trade receivables
                and
                the Company had six (2005: Nil) customers each accounted for more
                than 10%
                of revenues for the year ended December 31, 2006. If the Company
                was
                unable to obtain other customers, the Company's business, operating
                results and financial condition would be materially adversely
                affected.·
            Geographic
                sales**-
                The Company's geographic sales as a percent of total revenue are
                as
                follows:





2006
            
            2005United
                States
            
            
            -
            %
            
            18
            %Hong
                Kong
            
            
            100
            %
            
            76
            %China
            
            
            -
            %
            
            6
            %





**NOTE
      4 - SEGMENT INFORMATION**





During
      2006, the only operating segment of the Company was advertising and list rentals
      which generated 100% of the Company's revenues (2005: 98%). In the previous
      year, the allocation of administrative costs were based on “cause-and-effect”
matching on the incurrence of such cost and the directly attributable effect
      of
      such cost to the relevant business segment. When there was no basis for the
      application of allocating those incurred cost and interest expenses to any
      specific segment, such cost was regarded as corporate general and administrative
      expenses. For the year ended December 31, 2006, no such allocation was made
      as
      there was only one operating segment remaining.





Segment
      information as of and for years ended December 31 is as follows:





2006
            
            Product
                sales
            
            Advertising
                and
              list
                rentals
            
            TotalTotal
                revenues
            
            $
            -
            
            $
            5,179,174
            
            $
            5,179,174Loss
                before income taxes
            
            
            -
            
            
            (5,665,063
            )
            
            (5,665,063
            )Total
                assets
            
            
            -
            
            
            4,763,015
            
            
            4,763,0152005
            
            
            Product
                sales
            
            
            Advertising
                and
              list
                rentals
            
            
            TotalTotal
                revenues
            
            $
            43,071
            
            $
            2,145,571
            
            $
            2,188,642Loss before
                income taxes
            
            
            (116,101
            )
            
            (156,531
            )
            
            (272,632
            )Total
                assets
            
            
            -
            
            
            2,360,860
            
            
            2,360,860Impairment
                loss of property, plant and equipment
            
            
            
            
            
            (266,833
            )
            
            (266,833
            )





The
      Company’s geographic information based on the financial information used in the
      preparation of its financial statements is as follows:





2006
            
            US
            
            Hong
                Kong
            
            PRCRevenuesAdvertising
                and list rentals
            
            $
            22,000
            
            $
            5,157,174
            
            $
            -Long-lived
                assets
            
            
            10,998
            
            
            26,650
            
            
            14,520Intangible
                assets
            
            
            -
            
            
            311,412
            
            
            -2005
            
            
            US
            
            
            Hong
                Kong
            
            
            PRCRevenuesProduct
                sales
            
            $
            43,071
            
            $
            -
            
            $
            -Advertising
                and list rentals
            
            
            353,848
            
            
            1,655,109
            
            
            136,614Long-lived
                assets
            
            
            26,282
            
            
            47,320
            
            
            24,079Intangible
                assets
            
            
            129,316
            
            
            417,307
            
            
            -Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            (266,833
            )
            
            -




F-12





**NOTE
      5 - RESTRICTED CASH**





The
      Company maintains a cash reserve in the amount of $20,000 with a bank, which
      is
      restricted as to use as a requirement of the Company's merchant (credit card)
      account.





AAGH’s
      wholly-owned subsidiary, Sino-Trade, maintains pledged fixed deposits bearing
      interest ranging from 3.58% to 3.95% per annum as required per its bank
      financing agreements (See Note 11).





**NOTE
      6 - PREPAYMENTS AND OTHER CURRENT ASSETS**





Prepayments
      and other current assets consist of the following:





Prepaid
                license fee for television program broadcast right (See Note
                9)
            
            $
            508,628Other
                prepayments and receivables
            
            
            4,311$
            512,939




**NOTE
      7 - PROPERTY, PLANT AND EQUIPMENT**





Property,
      plant and equipment consist of the following:





Computers
                and office equipment
            
            $
            240,080Furniture
                and fixtures
            
            
            55,151Leasehold
                improvements
            
            
            18,522313,753Less
                accumulated depreciation
            
            
            261,585$
            52,168





During
      the year ended December 31, 2005, AAGH’s wholly-owned subsidiary, Sino-Trade,
      wrote-off the leasehold improvements of its previous rented office due to the
      removal of office and recognized an impairment loss of property, plant and
      equipment amounting to $266,833.




**NOTE
      8 - INCOME TAXES**





***Provision
      for income taxes and income taxes payable.*** Provision
      for income taxes includes (i) minimum franchise taxes due in the State of
      California for 2006 of $800 (2005: $800) and (ii) Hong Kong profits tax of
      $445,761 (2005: $108,968) for AAGH’s subsidiary operating in Hong Kong. Hong
      Kong profits tax rate is 17.5% on the subsidiary's estimated assessable profits
      arising in Hong Kong. A reconciliation of earnings before tax to the effective
      tax rate for the Hong Kong subsidiary follows:





**2006**
            
            **2005**Earnings
                before tax
            
            $
            2,149,800
            
            $
            408,364Tax
                at Hong Kong profits tax rate
            
            
            376,215
            
            
            71,464Tax
                effect of non-assessable income and non-deductible expenses
            
            
            41,951
            
            
            5,395Change
                in deferred tax
            
            
            27,595
            
            
            32,109Tax
                charge for the year at the Company’s effective tax rate
            
            
            445,761
            
            
            108,968





AAGH’s
      subsidiary operating in the PRC is subject to PRC Foreign Enterprise Income
      Tax
      at a rate of 15% on the subsidiary's assessable profits, based on existing
      PRC
      tax legislation, interpretations and practices in respect thereof. No provision
      for PRC Foreign Enterprise Income Tax has been made as the subsidiary did not
      have any assessable profits for 2006 and 2005.





Income
      taxes payable at December 31, 2006 consists of Hong Kong Profits Tax of $339,343
      and California minimum franchise taxes of $800.





F-13





***Deferred
      taxation.*** The
      income tax effect of temporary differences comprising the deferred tax assets
      and deferred tax liabilities on the accompanying consolidated balance sheet
      follows:





**2006****Deferred
                tax assets:**Federal
                net operating loss carryforwards (34%)
            
            $
            2,845,008State
                net operating loss carryforwards (8.84%)
            
            
            739,702Valuation
                allowance (42.84%)
            
            
            (3,584,710
            )Net
                deferred tax asset
            
            
            -**Deferred
                tax liabilities:**Depreciation
            
            
            59,704Net
                deferred tax liability
            
            $
            59,704





The
      deferred tax consequences of temporary differences in reporting items for
      financial statement and income tax purposes are recognized, as appropriate.
      Realization of the future tax benefits related to the deferred tax assets is
      dependent on many factors, including the Company’s ability to generate taxable
      income within the net operating loss carryforward period. Management has
      considered these factors in reaching its conclusion as to the valuation
      allowance for financial reporting purposes and has recorded a 100% valuation
      allowance for 2006.





The
      valuation allowance for 2006 increased approximately $3,346,207 from 2005,
      primarily representing the effect of net operating loss carryforwards of
      approximately $8,367,671 for both federal and state income tax purposes, which
      expire through 2026 and 2011, respectively. The Company has fully reserved
      against its deferred tax asset, as it does not believe realization is likely.
      Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s
      federal net operating loss carryforwards may be limited if a cumulative change
      in ownership of more than 50% is deemed to occur within any three-year period.





**NOTE
      9 - COMMITMENTS AND CONTINGENCIES**





***Litigation*** .
      The Company is subject to a limited number of claims and actions that arise
      in
      the ordinary course of business. The litigation process is inherently uncertain,
      and it is possible that the resolution of the Company exists and future
      litigation may adversely affect the Company. Management is unaware of any
      matters that may have a material impact on the Company's financial position,
      results of operations, or cash flows.





***Employment
      Agreements*** .
      On January 1, 2004, the Company entered into an employment agreement with its
      President, Michael Mak, which provided for an annual salary of $100,000, plus
      bonuses of up to 1% of base salary. On January 15, 2004, the Company amended
      the
      employment agreement to adjust the salary to $60,000 per year plus bonuses
      of up
      to 1% of net sales of BonusAmerica over and above $10 million, valid for one
      year.





On
      August 18, 2006, the Company entered into a new employment agreement with its
      President, Michael Mak, for an initial term of five years renewable for an
      additional five-year period until terminated by the parties. Compensation
      includes (i) a base salary of $60,000 per year, (ii) bonuses ranging from 0%
      to
      120% of base salary; (iii) a signing bonus in the total gross amount of
      2,000,000 shares of restricted common stock payable upon execution of the
      employment agreement, subject to certain terms and conditions, and (iv) a stock
      award of 500,000 shares of Series A Convertible Preferred Stock, convertible
      at
      1 preferred share to 200 shares of common stock, payable upon execution of
      the
      employment agreement. As of the date of this filing, neither the common stock
      nor the Series A Convertible Preferred Stock have been issued.





For
      the year ended December 31, 2006, the Company's President's salary charged
      to
      operations was $30,000 (2005: $60,000).





***Operating
      leases*** .
      The subsidiaries operating in Hong Kong and the PRC were committed under various
      non-cancelable operating leases with terms ranging from one to two years with
      fixed monthly rentals that expired in 2006. None of the leases included
      contingent rentals. Lease expense charged to operations for 2006 amounted to
      $2,308 (2005: $77,000). There is no future minimum lease payments under
      non-cancelable operating leases as at December 31, 2006.





***Television
      program broadcast right*** .
      During December 2006, CMPL, an indirect subsidiary of the Company, entered
      into
      an agreement for acquisition of a broadcast
      right of a television program in China. As of December 31, 2006, the subsidiary was
      committed to pay approximately $536,800 under the agreement for the license
      and
      the related computer system, graphics and logo development for the right to
      the
      TV program “ *Who
      Wantes to Be a Millionaire?”* The commitment was due and payable for a license period of 12 months commencing
      on January 5, 2007, and as of December 31, 2006, the Company had prepaid
      $508,628. (See Note 6)





F-14




**NOTE
      10 - RELATED PARTY TRANSACTIONS**





***Facilities*** . **** On
      March 1, 2004, the Company began renting warehouse and office facilities from
      Stanford International Holding Corporation (“Stanford”), a company founded
      and controlled by the President of our Company, that had
      beneficial interests in AAGH during the year, on a month-to-month basis at
      $6,000 per month. In July 2004, the monthly rental obligation decreased to
      $3,500 and in July 2005 the monthly rental obligation decreased to $800 per
      month. During the year ended December 31, 2006, payments to Stanford related
      to
      rent were $9,600 (2005: $24,200).





***Fixed
      assets rentals*** .
      On February 20, 2004, the Company agreed to lease property and equipment to
      Stanford based on a reasonable and agreed upon charge. Lease charges were
      approximately 15% of the depreciation expense in 2005. The percentage was 29%
      for 2006 since the agreement between the Company and Stanford includes no agreed
      upon percentage. During the year ended December 31, 2006, fixed asset rental
      income was $13,050 (2005: $17,400).





***Amounts
      due from related parties*** *.* Amounts
      due from related parties are unsecured, interest free and repayable on demand
      and include the following: (i) amounts due from entities under common control
      by
      the Company’s President, who is also the Chief Executive Officer and the interim
      Chief Financial Officer of the Company totaling $768,965; and (iii) amounts
      due
      from minority shareholders of $513.





***Amount
      due to a related party*** . **** Amount
      due to a related party of $17,173 represents amount payable to an officer for
      accrued expenses incurred in the ordinary course of business. The amount due
      is
      unsecured, interest free and repayable on demand.





***Stock-based
      compensation to an executive*** . **** On
      August 18, 2006, the Company entered into an employment agreement with its
      President, Michael Mak (See Note 9). Pursuant to and upon execution of the
      employment agreement, Michael Mak is entitled to a signing bonus in the total
      gross amount of 2,000,000 shares of restricted common stock and a stock award
      of
      500,000 shares of Series A Convertible Preferred Stock. As of December 31,
      2006,
      neither the common stock nor the Series A Convertible Preferred Stock had been
      issued. Accordingly, the Company presents 739,726 shares of common stock with
      a
      fair value of $153,123 and 500,000 shares of Series A Convertible Preferred
      Stock with a fair value of $1,000,000 as capital stocks to be issued in the
      stockholders’ equity on the consolidated balance sheet.




**NOTE
      11 - BANK LOAN**





A
      subsidiary of AAGH obtained banking facilities with financial institutions
      in
      Hong Kong that included term loans of $856,544 (HKD6,681,042), various letters
      of credit of $512,821 (HKD4,000,000), trust receipt of $256,410 (HKD2,000,000)
      and overdraft protection of $25,641 (HKD200,000). The aggregate outstanding
      facilities under the agreements that the subsidiary may have for all facilities
      excluding the term loans is $256,410 (HKD2,000,000). As of December 31, 2006,
      the subsidiary had outstanding a bank overdraft of $25,578, term loan of
      $513,610, and letters of credit of $262,628. The term loans are payable in
      equal
      monthly installments ranging from 12 months to 36 months and subject to interest
      at rates ranging from 6.75% to 8.5% per annum. The letters of credit have
      maximum terms ranging from ninety days to six months and the trust receipts
      have
      maximum terms of ninety days subject to interest at rates ranging from 0.5%
      to
      1% per annum over the Hong Kong (“HK”) Prime Rate. The bank overdraft is subject
      to interest at 1% per annum over the HK Prime Rate. The banking facilities
      of
      the subsidiary are personally guaranteed by the Company's President, who is
      also
      the Company’s Chief Executive Officer and interim Chief Financial Officer, and
      the subsidiary’s officer, corporately guaranteed by the Company and secured by
      the pledged fixed deposit of $397,239 (HKD3,098,467). (See Note 5)





Future
      minimum payments in the aggregate for Company’s debt for each of the five years
      following December 31, 2006 are as follows: 2007: $707,509; 2008: $94,307;
      2009
      to 2011: $-.





**NOTE
      12 - STOCKHOLDERS’ EQUITY**





***Preferred
      stock authorized.***During the year ended December 31, 2006, AAGH created a class of non-dilutable
      preferred stock, 500,000 shares of $0.001 par value preferred stock, designated
      as Series A Convertible Preferred Stock (“Series A Preferred Stock”) and filed a
“Certificate of Designation” with the State of Nevada to establish the voting
      powers, designations, preferences, limitations, restrictions and relative rights
      of the Preferred Stock. Holders of the Series A Preferred Stock shall be
      entitled to receive dividends or other distributions with the holders of common
      stock on an as converted basis when, as, and if declared by the directors of
      AAGH. Each Series A Preferred Stock stockholder who desires to convert into
      AAGH’s common stock must provide a ten (10) day written notice to AAGH of its
      intent to convert one or more shares of Series A Preferred Stock into common
      stock at a conversion rate of 200 common stock shares for every one (1) Series
      A
      Preferred Stock. AAGH may, in its sole discretion, waive the ten (10) day
      written notice requirement and allow for the immediate exercise to the right
      to
      convert. Holders of the Series A Preferred Stock shall have the right to vote
      upon any matter submitted to the stockholders for a vote pursuant to the
      Certificate of Designation of the Rights and Preferences of the Series A
      Preferred Stock. Upon liquidation, the holders of the Series A Preferred Stock
      shall be entitled to receive, prior to the holders of the other series of
      preferred stock and prior and in preference to any distribution of the assets
      or
      surplus funds to the holders of any other shares of stock of AAGH. Refer to
      Form
      8-K filed with the SEC on October 27, 2006 for further
      information.




F-15




***Common
      stock authorized.*** During
      the year ended December 31, 2006, AAGH filed an amendment to its articles of
      incorporation with the State of Nevada to increase its authorized capital from
      75,000,000 shares of $0.001 par value common stock to 200,000,000 shares of
      $0.001 par value capital stock, of which 199,500,000 shares was designated
      as
      $0.001 par value common stock and 500,000 shares was designated as $0.001 par
      value preferred stock.




**NOTE
      13 - STOCK-BASED COMPENSATOIN**





During
      the year ended December 31, 2006, the Company had made stock-based compensations
      for services received relating to management services, business advisory, and
      legal and professional services and as compensation to the Company’s President
      pursuant to the Employment Agreement. Details of the stock-based compensations
      made during the year ended December 31, 2006 are as follows:





***Common
      stock issued and to be issued.*** During
      the year ended December 31, 2006, the Company had entered into various
      stock-based compensation agreements for services received relating to management
      services, business advisory, and legal and professional services and as
      compensation to the Company’s President pursuant to the Employment Agreement.
      The shares of common stock issued or to be issued are as follows:





(i)
            10,000,000
                unrestricted shares of common stock were issued for services received
                relating to management services, business advisory, and legal and
                professional services valued at the fair market value on the dates
                of
                grant. The aggregate fair value of the 10,000,000 unrestricted shares
                of
                common stock granted was approximately $1,819,000. The shares were
                issued
                under AAGH's Registration Statement on Form S-8 relating to the
                registration of the AAGH's 2005 Non-Qualified Incentive Stock Compensation
                Plan as filed with the SEC on January 9,
                2006;





(ii)
            25,000,000
                unrestricted shares of common stock were issued forservices
                received relating tomanagement services,
                business advisory, and legal and professional services valued at
                the fair
                market value on the dates of grant.The aggregate fair value of the 25,000,000 unrestricted shares of
                common
                stock granted was approximately $4,425,000.The
                shares were issued under AAGH's Registration Statement on Form S-8
                relating to the registration of the AAGH's 2006 Non-Qualified Incentive
                Stock Compensation Plan as filed with the SEC onOctober
                27, 2006; and





(iii)
            Pursuant
                to an Employment Agreement dated August 18, 2006, 2,000,000 shares
                of
                restricted common stock were payable to the Company’s President as a
                signing bonus to be earned over one year as part of a compensation
                package
                upon the execution of the employment agreement (See Note 9).The
                fair value of the common stock signing bonus totaled $414,000 and
                will be
                recognized ratably over the one-year service period per the employment
                agreement. The fair value was based on the quoted market value of
                the
                Company’s common stock as at the date of the employment agreement.As
                of December 31, 2006, the shares earned had not been issued and
                accordingly, thecommon
                shares to be issued are presented in the stockholders’ equity section of
                the consolidated balance sheet under the caption “Common stock to be
                issued”.Upon
                the issue of the 739,726 shares of restricted common stock, the par
                value
                of the 739,726 shares of restricted common stock totaling $740 will
                be
                transferred to common stock issued and outstanding. The excess of
                $738,986
                will be recognized as an addition to the additional paid-in
                capital.





***Preferred
      stock to be issued.***Pursuant to an Employment Agreement dated August 18, 2006, the 500,000 shares
      of
      Series A Preferred Stock were payable to the Company’s President as part of a
      compensation package upon the execution of the agreement (See Note 9). As of
      December 31, 2006, no Series A Preferred Stock had been issued. Accordingly,the
      preferred stock to be issued are presented in the stockholders’ equity section
      of the consolidated balance sheet under the caption “Preferred stock to be
      issued”. The fair value of the 500,000 shares of Series A Preferred Stock at the
      grant date was calculated based on the Black-Scholes model, a closed-form
      pricing model based on the following assumptions: (i) risk-free interest rate
      of
      5.25%; (ii) expected volatility of 143% computed based on the daily volatility
      of the closing price of the common stock over a one-year period; (iii)the
      market value of the underlying common stock of $0.207 as at the date of the
      Employment Agreement; (iv) the assumed fair value of the services rendered
      by
      the Company’s President for each underlying common stock granted of $0.207; and
      (v) immediate vesting
      period.Based
      on the Black-Scholes pricing model, the fair value of 500,000 shares of Series
      A
      Preferred Stock at the grant date was $1,000,000. Upon the issue of the Series
      A
      Preferred Stock, the par value of the Series A Preferred Stock totaling $500
      will be recognized as Series A Preferred Stock issued and outstanding. The
      excess of $999,500 will be recognized as an addition to the additional paid-in
      capital.





**NOTE
      14 - SUBSEQUENT EVENTS**





Subsequent
      to the year end, the Company issued 26,500,000 unrestricted shares of common
      stock for services received relating to management services, business advisory,
      and legal and professional services. The shares were issued under the AAGH’s
      Registration Statement on Form S-8 relating to the registration of the AAGH's
      2007 Non-Qualified Incentive Stock Compensation Plan as filed with the SEC
      on
      January 31, 2007.





Subsequent
      to the year end, the Company issued a convertible promissory note (the “Note”)
      to Sabana Investments LLC for the amount of $500,000 and bearing interest at
      20%
      per annum, of which $350,000 has been received during February of 2007. The
      term
      of the Note is for 90 days and matures on May 15, 2007. The Note allows for
      an
      option to convert any unpaid principal and interest into AAGH’s $0.001 par value
      common stock at a conversion price equal to the market price for such shares
      as
      of the date of the conversion.




F-16





**ITEM
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**




On
      February 15, 2007, the Company’s previous independent registered public
      accounting firm resigned and the Company engaged the accounting firm of HLB
      Hodgson Impey Cheng as the Company’s independent registered public accounting
      firm as of February 15, 2007. Form 8-K filed with the Securities and Exchange
      Commission on March 20, 2007, is incorporated by reference, as applicable.





**ITEM
      8A. Controls and Procedures**




(a)
      Evaluation of disclosure controls and procedures.





Based
      on
      an evaluation as of the date of the end of the period covered by this Form
      10-KSB, as amended, our Chief Executive Officer and Chief Financial Officer,
      conducted an evaluation of the effectiveness of the design and operation of
      our
      disclosure controls and procedures, as required by Exchange Act Rule 13a-15.
      Based on that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that our disclosure controls and procedures were effective
      as
      of the end of the period covered by this report to ensure that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified by the SEC's rules and forms. Disclosure controls include
      controls and procedures designed to reasonably ensure that such information
      is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosure.





(b)
      Changes in Internal Control Over Financial Reporting





There
      were no changes in our internal controls over financial reporting that occurred
      during the period covered by this report that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**PART
      III.**





**ITEM
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(A) of the Exchange
      Act.**





DIRECTORS
      AND EXECUTIVE OFFICERS




Our
      directors and officers, as of December 31, 2006, 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.





Name
            
            Age
            
            Position
            
            Director
                SinceMichael
                Mak
            
            60
            
            Chief
                Executive Officer, Interim
            
            2004Financial
                Officer and DirectorJohn
                A. Leper
            
            51
            
            Vice-President,
                Secretary and
            
            2004Director




Michael
      Mak, our President, Chief Executive Officer, interim Chief Financial Officer
      and
      Director, joined us in May 2004. Mr. Mak founded Stanford International Holding
      Corporation in 1999 and BonusAmerica Corporation in 2002. He also ran a direct
      marketing firm from 1999 to present. Mr. Mak began his business career with
      Berlin & Company, a finance company located in Hong Kong in 1963, as a
      foreign exchange dealer. He was promoted to Manager five years later, and made
      Associate Partner in 1972. He managed the organization until 1985 when he
      immigrated to the United States. He subsequently founded and managed the
      following corporations: Triwell International Corporation from 1985 to present,
      an importer and wholesaler of general merchandise; Unitex Trading Corporation
      from 1987 to present, a designer and manufacturer of brand name leather goods
      and watches under the trade name "Charles-Hubert, Paris", which wholesales
      to
      department stores and specialties stores throughout North America; and Dingbats
      Inc. from 1995 to present, a designer and importer of timepieces and licensed
      watches to Discount Stores.




John
      A.
      Leper is our Secretary and director. Prior joining us, Mr. Leper served as
      our
      Vice President in charge of developing our China-USA trade portal called
      TradeDragon, as well as consulting in the areas of marketing, business
      development, corporate planning and strategy. From May 2001 to September 2003,
      Mr. Leper served as the Chief Marketing Officer and Strategist of Stanford
      International Holding Corporation, our parent company. From 1994 to 2001, Mr.
      Leper served as the President and was the Founder of TransMedia Communications,
      a new-media company with a focus on developing and marketing new consumer
      products and services.




28





(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 401(e) of Regulation S-B, and
      is
      "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under
      the
      Securities Exchange Act of 1934, as amended.





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.




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,
      the Company is in the process of reviewing all transactions that may cause
      initial reports of ownership or changes in ownership to be filed on Form 3
      (Initial Statement of Beneficial Ownership), Form 4 (Changes in Beneficial
      Ownership) and Form 5 (Annual Statement of Changes in Beneficial Ownership)
      which is required to be filed under applicable rules of the Commission.




**ITEM
      10. Executive Compensation**




The
      following table sets forth the cash and non-cash compensation for the years
      indicated earned by or awarded to Michael Mak, our Chief Executive Officer
      and
      interim Chief Financial Officer, and our only other executive officers and
      employees whose total cash compensation exceeded $100,000, or the Named
      Executive Officers and employees, in fiscal year 2006.





**Summary
      Compensation Table**





Annual 
                Compensation
            
            Compensation
                AwardsFiscal
                Year
            
            
            
            SecuritiesEnded
            
            Salary
            
            Underlying
            
            All
                OtherName
                and Principal Position
            
            December
                31
            
            Compensation
            
            Bonus
            
            OptionsMichael
                Mak
            
            
            2006
            
            $
            30,000
            
            $
            1,153,123(1
            )
            $
            —Chief
                Executive Officer andInterim
                Chief Financial Officer
            
            
            2005
            
            
            60,000
            
            
            —
            
            
            —John
                A. Leper
            
            
            2006
            
            
            —
            
            
            —
            
            
            —Secretary2005
            
            
            35,000
            
            
            —
            
            
            —




(1)
      Pursuant to an Employment Agreement dated August 18, 2006 (See Form 8-K filed
      with the Commission on October 30, 2006). Mr. Mak is entitled to receive Two
      Million 144 Restricted Shares of the Company’s Common Stock (739,726 shares due
      and payable as of December 31, 2006) and Five Hundred Thousand (500,000) Shares
      of the Company’s Series A Convertible Preferred Stock. As of the date of this
      filing, no shares have been issued.




29




**Employment
      Agreements**




On
      January 1, 2004, the Company entered into an employment agreement with its
      President, Michael Mak, which provided for an annual salary of $100,000, plus
      bonuses of up to 1% of base salary. On January 15, 2004, the Company amended
      the
      employment agreement to adjust the salary to $60,000 per year plus bonuses
      of up
      to 1% of net sales of BonusAmerica over and above $10 million, valid for one
      year.





On
      August 18, 2006, the Company entered into a new employment agreement with its
      President, Michael Mak, for an initial term of five years renewable for an
      additional five-year period until terminated by the parties. Compensation
      includes (i) a base salary of $60,000 per year, (ii) bonuses ranging from 0%
      to
      120% of base salary; (iii) a signing bonus in the total gross amount of
      2,000,000 shares of restricted common stock payable upon execution of the
      employment agreement, subject to certain terms and conditions, and (iv) a stock
      award of 500,000 shares of Series A Convertible Preferred Stock, convertible
      at
      1 preferred share to 200 shares of common stock, payable upon execution of
      the
      employment agreement. As of the date of this filing, neither the common stock
      nor the Series A Convertible Preferred Stock have been issued.





For
      the year ended December 31, 2006, the Company's President's salary charged
      to
      operations was $30,000 (2005: $60,000).




**Compensation
      of Directors**




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





**ITEM
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**




**Security
      Ownership - Certain Beneficial Owners**




Beneficial
      ownership is shown as of April 11, 2007, for shares held by (i) each person
      or
      entity known to us to be the beneficial owner of more than 5% of our issued
      and
      outstanding shares of common stock based solely upon a review of filings made
      with the Commission and our knowledge of the issuances by us, (ii) each of
      our
      directors, (iii) our Chief Executive Officer and our three other most highly
      compensated officers whose compensation exceeded $100,000 during the fiscal
      year
      ended December 31, 2006, 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 with respect
      to
      the shares and may be reached at 834 S. Broadway, 5th Floor, Los Angeles,
      California 90014.




SharesPresently
            
            
            
            PercentageAcquirable
            
            
            
            of
                ClassWithin
                60
            
            
            
            BeneficiallyBeneficial
                Owner
            
            Shares
            
            Days
                (1)
            
            Total
            
            OwnedStandford
                InternationalHolding
                Corporation (2)
            
            
            11,500,000
            
            
            0
            
            
            11,500,000
            
            
            14.1
            %Michael
                Mak (2)(3)(4)
            
            
            11,500,000
            
            
            0
            
            
            11,500,000
            
            
            14.1
            %John
                A. Leper (3)(4)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            %All
                  Officers andDirectors as a Group (2
                  persons)
            
            
            11,500,000
            
            
            0
            
            
            11,500,000
            
            
            14.1
            %




(1)
      Shares of common stock subject to options and warrants that are currently
      exercisable or exercisable within 60 days are deemed to be beneficially owned
      by
      the person holding the options and warrants for computing such person's
      percentage, but are not treated as outstanding for computing the percentage
      of
      any other person.




(2)
      Michael Mak, our Chief Executive Officer, interim Chief Financial Officer and
      director, is also the Chief Executive Officer and a beneficial owner of 100%
      of
      Stanford International Holding Corporation, or Stanford. According to the
      Schedule 13D filed with the United States Securities and Exchange Commission
      on
      June 28, 2004, by Stanford, in which Stanford owns 11,500,000 shares
      (approximately 14.1%) of our issued and outstanding Common Stock.




(3)
      Director.




(4)
      Executive Officer.




30




**ITEM
      12. Certain Relationships and Related Transactions, and Director
      Independence**




**Premises**





On
      March
      1, 2004, we began renting warehouse and office facilities consisting of
      approximately 5,000 square feet from Stanford (which leases the premises from
      an
      unrelated third party) on a month-to-month basis at $6,000 per month. In July,
      2004, our monthly rental obligation decreased to $3,500. In July, 2005, our
      monthly rental obligation decreased to $800. During the twelve months ended
      December 31, 2006, payments to Stanford related to rent were $9,600 (2005:
      $24,200)





**Fixed
      Assets Rentals**




On
      February 20, 2004, we agreed to lease property and office and other equipment
      from Stanford based on a reasonable and agreed upon charge. Lease charges were
      approximately 15% of the depreciation expense in 2005. The percentage was 29%
      for 2006 since the agreement between us and Stanford includes no agreed upon
      percentage. The agreement was terminated on September 30, 2006, and the income
      for nine months ended September 30, 2006 was $13,050.




**Amounts
      Due From/To Affiliate**





As
      at
      December 31, 2006, we had amounts
      receivable from related parties including the following: (i) amounts due from
      entities under common control by the Company’s President, who is also the Chief
      Executive Officer and the interim Chief Financial Officer of the Company
      totaling $768,965; and (iii) amounts due from minority shareholders of $513.
      All
      the receivables are unsecured, interest free and repayable on
      demand.





**Stock-based
      compensation to an executive.**





On
      August 18, 2006, we entered into an employment agreement with its President,
      Michael Mak. Pursuant to and upon execution of the employment agreement, Michael
      Mak is entitled to a signing bonus in the total gross amount of 2,000,000 shares
      of restricted common stock and a stock award of 500,000 shares of Series A
      Convertible Preferred Stock. As of December 31, 2006, neither the common stock
      nor the Series A Convertible Preferred Stock had been issued. Accordingly,
      the
      Company presents 739,726 shares of common stock with a fair value of $153,123
      and 500,000 shares of Series A Convertible Preferred Stock with a fair value
      of
      $1,000,000 as capital stocks to be issued in the stockholders’ equity on the
      consolidated balance sheet.




**ITEM
      13. Exhibits**




(a)
      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)




31




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 (filed herewith)




23.1
            Consent
                of Registered Public Accounting Firm - HLBHodgson
                Impey Cheng (filed herewith)




23.2
            Consent
                of Registered Public Accounting Firm - Clancy and Co., P.L.L.C. (filed
                herewith)





24
            Power
                of Attorney (filed herewith) (see signature
                page)




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




31.2
            Certification
                of Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange
                Act (filed herewith)




32.1
            Certificate
                pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Executive Officer
                (filed herewith)




32.2
            Certificate
                pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Financial Officer
                (filed herewith)




**ITEM
      14. Principal Accountant Fees and Services**




The
      following is a summary of the fees billed to us by HLB Hodgson Impey Cheng
      (“HLB”), the Company’s former auditors, Clancy and Co., P.L.L.C. and its Hong
      Kong affiliate, HLB Hodgson Impey Cheng (collectively, "Clancy" for the services
      rendered during the year ended December 31, 2005) and the Company's former
      auditors, McKennon, Wilson & Morgan LLP ("MWM") for professional services
      rendered for the years ended December 31, 2006 and 2005:





2006
            
            2005Service
            
            HLB
            
            Clancy
            
            Clancy
            
            MWMAudit
                Fees
            
            $
            150,000
            
            $
            33,550
            
            $
            130,000
            
            $
            —Audit
                  RelatedFees
            
            
            —
            
            
            —
            
            
            —
            
            
            2,525Tax
                Fees
            
            
            —
            
            
            —
            
            
            —
            
            
            —All
                Other Fees
            
            
            —
            
            
            —
            
            
            —
            
            
            —TOTAL
            
            $
            150,000
            
            $
            33,550
            
            $
            130,000
            
            $
            2,525




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-QSB and for any other services that are normally
      provided by our independent auditors in connection with our statutory and
      regulatory filings or engagements.




32




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.





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
      duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.




**ASIA
                GLOBAL HOLDINGS CORP.**/s/
                Michael MakMICHAEL
                MAK, Chief Executive Officer
              (Principal
                executive officer)




/s/
                Michael MakMICHAEL
                MAK, Interim Chief Financial Officer
              (Principal
                financial officer)


Dated:
        April 16, 2007





In
      accordance with the requirements of the Exchange Act, this report has been
      signed below on behalf of the registrant and in the capacities indicated on
      April 16, 2007.




Each
      person whose signature appears below constitutes and appoints Michael Mak as
      his
      true and lawful attorneys-in-fact and agents, each acting alone, with full
      power
      of substitution and resubstitution, for him and in his name, place and stead,
      in
      any and all capacities, to sign any and all amendments to this Annual Report
      on
      Form 10-KSB and to file the same, with all exhibits thereto, and other documents
      in connection therewith, with the U.S. Securities and Exchange Commission,
      granting unto said attorneys-in-fact and agents, each acting alone, full power
      and authority to do and perform each and every act and thing requisite and
      necessary to be done in and about the premises, as fully to all intents and
      purposes as he might or could do in person, hereby ratifying and confirming
      all
      said attorneys-in-fact and agents, each acting alone, or his substitute or
      substitutes, may lawfully do or cause to be done by virtue thereof.




Signature
            
            Title/s/
                Michael Mak
            
            Chief
                Executive Officer, Interim Chief Financial
              Officer
                (Principal executive officer and Director)Michael
                Mak/s/
                John Leper
            
            Secretary
                and DirectorJohn
                A. Leper




33