**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**** **Washington,
      D.C. 20549**










**FORM
      10-K**









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




For
      the
      fiscal year ended December 31, 2007





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





AAGH





**ASIA
      GLOBAL HOLDINGS CORP.**


(Exact
      name of registrant as specified in its charter)




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




**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)**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes oNo x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act. Yes oNo x





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


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





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


Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer x   Smaller
      reporting company  ̈





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





As
      of
      December 31, 2007, the aggregate market value of the registrant’s common
      stock held by non-affiliates of the registrant was $13,770,680 based on the
      closing sale price as reported on the Over-the-Counter Bulletin Board. As of
      March 24, 2008, there were 129,862,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None







Asia
      Global Holdings Corp.




**FORM
      10-K**





For
      the
      Year Ended December 31, 2007




**TABLE
      OF CONTENTS**




PART
                IITEM
                1.
            Business
            **4**ITEM
                1A.
            Risk
                Factors
            **8**ITEM
                1B.
            Unresolved
                Staff Comments
            **16**ITEM
                2.
            Properties
            **16**ITEM
                3.
            Legal
                Proceedings
            **16**ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            **16**PART
                IIITEM
                5.
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            **17**ITEM
                6.
            Selected
                Financial Data
            **18**ITEM
                7.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            **18**ITEM
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            **25**ITEM
                8.
            Financial
                Statements and Supplementary Data
            **26**ITEM
                9.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            **28**ITEM
                9A.
            Controls
                and Procedures
            **28**ITEM
                9B.
            Other
                Information
            **28**PART
                IIIITEM
                10.
            Directors
                and Executive Officers of the Registrant
            **29**ITEM
                11.
            Executive
                Compensation
            **30**ITEM
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            **32**ITEM
                13.
            Certain
                Relationships and Related Transactions
            **34**ITEM
                14.
            Principal
                Accountant Fees and Services
            **34**PART
                IVITEM
                15
            Exhibits,
                Financial Statement Schedules
            **34****SIGNATURES**
            
            **36**




2




**INFORMATION
      REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-K contains forward-looking statements. These statements
      relate to future events or our future financial performance. These statements
      involve known and unknown risks, uncertainties and other factors that may cause
      our actual results, levels of activity, performance or achievements to be
      materially different from any future results, levels of activity, performance,
      or achievements expressed or implied by forward-looking statements. In some
      cases, you can identify forward-looking statements by terminology such as "may,"
      "will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
      "predict," "potential" or "continue," the negative of such terms or other
      comparable terminology. These statements are only predictions. Actual events
      or
      results may differ materially.




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




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


3


**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, TV entertainment, marketing
      services and Internet commerce. During 2007 we entered the television
      entertainment market when we produced and broadcast the *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., Limited (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 Co., Ltd. (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").




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. (“Longbow”) 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 (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."




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.




On
      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 operate entertainment related businesses.




4




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.




On
      September 29, 2007 CMP, subsidiary of AAGH, broadcast the first ever airing
      of
      the globally successful *Who
      Wants To Be A Millionaire?* TV show
      produced specifically for mainland China.





**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.




As
      we
      anticipated, the relocating of our headquarters to Hong Kong broadened our
      access to the marketplace resulting in the discovery and materialization of
      opportunities in the TV entertainment business in mainland China. Our first
      effort in this business segment commenced with the acquisition of the rights
      to
      produce and broadcast the global phenomenon *Who
      Wants To Be A Millionaire?* TV show
      in China. This initial venture into TV entertainment in China, while not
      financially successful at this time, has so far proven to be a very good
      learning experience upon which we intend to build.




In
      2007,
      as we continued to advance our strategic focus on media and advertising, we
      changed our accounting segmentation to better reflect and analyze our business.
      Whereas our old segmentation divided our business into the categories of 1)
      Media & Advertising and 2) Online Retailing, our new segmentation divides
      our business into the categories of 1) Media & Advertising, 2) TV
      Entertainment and 3) AAGH Corporate. A detailed breakout of the products and
      services comprising the first two segments is given in the section titled “Our
      Products and Services”. The third segment reflects any other AAGH operations
      outside of those core segments.




Further
      to more clearly reflect our business we have eliminated the geographic breakout
      comprising the US as we are not currently selling products or services in the
      US. We will maintain our US office in Los Angeles California for the purpose
      of
      seeking out, evaluating and acquiring investment opportunities in the United
      States and Europe.





Our
      revenues for the year 2007 were $10,783,574 with an increase of 108% or
      $5,604,400 compared to revenues of $5,179,174 for the comparable twelve month
      period in 2006.





This
      year
      we also experienced increases in gross profit and EBITDA (exclusive of all
      non-cash items) compared to 2006. Our gross profit was $6,332,713, up 93%
      compared to $3,277,561 in 2006. Our EBITDA increased 33% to $2,717,091 compared
      with $2,048,741 in 2006.





This
      year
      we’ve seen another very strong performance in Media and Advertising sales from
      our Sino Trade subsidiary. Increased revenue and profit from this segment is
      attributed to a long buildup and maturing of our sales program over the past
      three years. Key success factors include a very large and detailed database
      of
      clients and potential clients (qualified leads) which we’ve developed over many
      years; and a sales agent network which also has matured over time. Also
      contributing to success in our Media and Advertising business is our business
      model of low overhead, using outside sales agents rather than in-house sales
      staff, combined with very good profit margins particularly in our TradeDragon
      service where we apply a pure ecommerce model.




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.





**Our
      Products and Services**





**TV
      Entertainment**





We
      intend
      to derive income from TV distribution, advertising during TV programs we produce
      and distribute in China and interactive content included within TV programs.
      In
      2007 we produced the TV show *Who
      Wants To Be A Millionaire?* for
      distribution in China. This was our first effort in this segment. In 2007 it
      was
      a significant learning experience for us. We intend to produce more TV shows
      for
      distribution in China.





TV
      Advertising and Distribution in China: China has a population of 1.3 billion
      with 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. Advertising revenue can be generated through
      the
      sale of advertising slots in shows we produce and distribute. Distribution
      revenue can also be derived from TV stations who air the TV show. We entered
      this market in 2007 when CMP began producing the *Who
      Wants To Be A Millionaire?* TV show
      for distribution in mainland China. The first show aired September 29, 2007.




5




Interactive
      Programming: Interactive content included in TV shows – such as viewer
      call-in participation – can be a source of revenue from some TV programs.
      For example, in 2007, through an agreement between CMP and 2waytraffic UK Rights
      Limited (“2waytraffic”) (format owner of *Who
      Wants To Be A Millionaire?* ),
      CMP
      acquired the exclusive rights for all interactive programming related
      to *Who
      Wants To Be A Millionaire?* in
      China. Two viewer participation features (Interactive Programming) were
      incorporated into each broadcast of the TV show 1) Play-Along-At-Home and 2)
      Call-In-To-Be-A-Contestant.





**Media
      & Advertising**





Advertising:
      Our advertising business includes two categories 1) business-to-business media
      and advertising services, and 2) business-to-consumer media & advertising.




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) Industry specific trade magazines;
      (iii) China Exhibition Guide, which includes detailed information and dates
      of
      trade shows in China and worldwide; and (iv) 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. 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 will consider launching www.BonusChina.com,
      an
      online entertainment, information and services portal, in China if and when
      funding is available to do so.





CouponsRewardSavings.com
      (Inactive) 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. More2Save.com (Inactive) is
      an
      online coupon portal that offers shoppers coupons, rewards and savings. Revenues
      were generated by charging advertisers to post coupons on the website.
      RateandSave.com (Inactive) is a consumer-shopping portal that helps consumers
      find the best prices on products they are seeking. Revenues were generated
      from
      advertisers via a cost-per-click bidding model. BonusChina.com (Planned/not
      active) 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. These
      four
      Business-to-Consumer businesses will remain inactive until management determines
      that adequate resources are available to implement and operate any of them
      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.




6




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. Broadcasting of the show in China began September
      29, 2007.





CMP
      entered into an agreement with China advertising media sales agency Zixunmedia
      in November of 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 and twenty (20%) of income
      generated by the Play-Along-At-Home feature aired during the *Who
      Wants To Be A Millionaire?* TV
      program. Zixunmedia receives no portion (0%) of income generated by the
      Call-In-To-Be-A-Contestant interactive feature of *Who
      Wants to Be A Millionaire?* The
      show's format owner, 2waytraffic gets 40% of income generated by the
      Play-Along-At-Home feature and receives no income from the
      Call-In-To-Be-A-Contestant feature.





**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 2007 we attended 36 trade shows. We plan to continue utilizing
      tradeshows to generate new clients and improve our visibility in key markets.





In
      2007
      we operated in partnership with Zixunmedia advertising and media sales agency
      in
      mainland China to sell the TV adverting slots that air during our subsidiary
      CMP’s broadcasts of *Who
      Wants To Be A Millionaire?* .
      Going
      forward we intend to expand upon and improve our sales and marketing efforts
      in
      the TV entertainment segment through more aggressive distribution and improved
      advertising sales infrastructure.





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.




**Employees**




As of
      December 31, 2007, we employed approximately 51 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-K; our Quarterly Reports on
      Form
      10-Q; 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-K.




7




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




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, 2007
      and we may be unable to achieve profitability in the future. We incurred net
      losses of $5,908,545 for the twelve months ended December 31, 2007. 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 able 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:




8




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





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.





**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 as well as grown significantly and has 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;





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.




9





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





Our
      results of operations could be impacted by changes in overall economic
      conditions that impact consumer spending within China and the United States.
      Future economic conditions affecting disposable income such as employment
      levels, consumer confidence, business conditions, stock market volatility,
      weather conditions, acts of terrorism, threats of war, and interest and tax
      rates could reduce consumer spending or cause consumers to shift their spending
      away from our products. If the economic conditions and performance of the retail
      and media environment worsen, we may experience material adverse impacts on
      our
      business, operating results and financial condition.





**Acquisitions
      may harm our financial results.**





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





**Disputes
      concerning media content and intellectual property may adversely affect
      us.**





Most
      of
      our media content is subject to arrangements with third parties pursuant to
      which we have licensed certain rights to use and distribute media content owned
      by third parties or have licensed to third parties certain rights to use and
      distribute media content that we own. In addition, we have a number of
      agreements with third parties concerning the use of our media content and
      intellectual property, including agreements regarding royalties, distribution,
      duplication, etc. Allegations that we do not have rights to use media content
      and other disputes arising from such arrangements can be costly and may have
      a
      material adverse impact on our results.





**Third
      parties that are engaged by the Company may have legal action brought against
      them which could adversely affect us or may result in legal action against
      the
      Company.**





We
      work
      with several third parties in our TV Entertainment and Media & Advertising
      segments. Such agreements could result in legal action being brought against
      a
      third party which we have no control over and could result in the Company being
      brought into such legal action. Such litigation may impose a heavy financial
      burden on the Company.





**Television
      production budgets may increase, and television production spending may exceed
      such budgets.**




Our
      future television budgets may continue to increase due to factors including,
      but
      not limited to, (1) escalation in compensation rates of people required to
      work on our current projects, (2) number of personnel required to work on
      our current projects, (3) equipment needs, (4) the enhancement of
      existing, or the development of new, proprietary technology and (5) the
      expansion of our facilities to accommodate the growth of the television and
      media segment. Under the Format Option Agreement for *Singing
      Bee* ,
      we will
      finance the budget for production and sale of the show. Due to production
      exigencies, which are often difficult to predict, it is not uncommon for
      television production spending to exceed television production budgets, and
      our
      current projects may not be completed within the budgeted amounts. In addition,
      when production of each film is completed, we may incur significant carrying
      costs associated with transitioning personnel on creative and development teams
      from one project to another. These carrying costs increase overall production
      budgets and could have a material adverse effect on our results of operations
      and financial condition.





**We
      have an obligation to finance production costs.**




We
      financed the production of *Who
      Wants to Be A Millionaire?,* and we
      will continue to finance the new format *Singing Bee* and
      may
      finance or fully finance other related products to be developed and produced.
      If
      our television and related products do not generate proceeds sufficient to
      more
      than offset our share of the production costs, our business, operating results
      and financial condition will be materially adversely affected.





**In
      order for our television and related products to be successful, we must develop
      appealing creative content.**




The
      success of each television production developed and produced by us depends
      in
      large part upon our ability to develop and produce engaging content and formats
      that will appeal to a broad audience. Traditionally, this process has been
      extremely difficult. While we have enjoyed success with our television
      productions, there can be no assurance that similar levels of success will
      be
      achieved by our subsequent productions, including *Singing Bee, Blackjack Bowling* and
      our
      other future projects.





**Work
      stoppages could adversely impact our operations.**




Although
      none of our employees are represented by a labor union, it is common for
      television directors, producers, production staff and actors at television
      production companies to belong to a union. There can be no assurance that our
      employees will not join or form a labor union or that we, for certain purposes,
      will not be required to become a union signatory. We may be directly or
      indirectly dependent upon certain union members, and work stoppages or strikes
      organized by such unions could have a material adverse impact on our business,
      financial condition or results of operations. If a work stoppage occurs, it
      could delay the completion of our television productions and have a material
      adverse effect on our business operating results or financial condition.




10




**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.




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.




11




**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.




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.




12




**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,
      2007, the closing sale prices of our ordinary shares on the Over-the-Counter
      Bulletin Board ranged from $0.335 to $0.04 per share and the closing sale price
      on April 14, 2008 was $0.08 per share. Our stock price may fluctuate in response
      to a number of events and factors, such as quarterly variations in operating
      results, announcements of technological innovations or new products and media
      properties by us or our competitors, changes in financial estimates and
      recommendations by securities analysts, the operating and stock price
      performance of other companies that investors may deem comparable, new
      governmental restrictions or regulations and news reports relating to trends
      in
      our markets. In addition, the stock market in general, and the market prices
      for
      China-related and Internet-related companies in particular, have experienced
      extreme volatility that often has been unrelated to the operating performance
      of
      such companies. These broad market and industry fluctuations may adversely
      affect the price of our ordinary shares, regardless of our operating
      performance.




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




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




**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 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.




13




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




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




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




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




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




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




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




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.




14




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




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




o
      the
      development of new online advertising media and methods;




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




o
      the
      ability to attract and retain qualified personnel;




o
      changing demands regarding customer service and support;




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




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




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





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





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





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





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




15




**We
      face risks associated with technological changes.**





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




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




**Item
      1B. Unresolved Staff Comments**





The
      Company received a letter from the Securities & Exchange Commission on May
      8, 2007 (“SEC Letter”) regarding comments pertaining to Amendment 3 to Form
      10-KSB for the fiscal year ended December 31, 2005; Amendment 2 to Form 10-QSB
      for fiscal quarter ended March 31, 2006; Amendment 1 to Form 10-QSB for fiscal
      quarter ended September 30, 2006; and Form 10-KSB for fiscal year ended December
      31, 2006. On March 11, 2008, the Company filed a response to the SEC Letter.
      On
      March 20, 2008, the Company received a letter from the Securities & Exchange
      Commission regarding comments pertaining to Amendment No. 1 to Form 10-QSB
      for
      fiscal quarter ended September 30, 2006 and Form 10-KSB for fiscal year ended
      December 31, 2006. On April 14, 2008 the Company filed a response to the March
      25, 2008 SEC Letter. Until the Company receives a letter from the Commission
      stating that there are no further comments, there remains an unresolved staff
      comment. The Company will file a Form 8-K under Item 8.01 when it receives
      a
      letter from the Commission stating there are no further comments.





**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 June, 2005, our monthly rental obligation decreased
      to
      $800. In November of 2005, we started to pay a monthly rent of $995 directly
      to
      the unrelated third party. During the twelve months ended December 31, 2006,
      payments to Stanford related to rent were $9,600 (2005: $24,200).





In
      2007,
      our total office rental expenses were $143,744, include $13,885 for our office
      in Los Angeles and $129,859 for our offices in Hong Kong and China.




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





Rm
      301,
      Block 4, Xi Ling Garden, Luo Sha Road, ShenZhen, 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
      January 5, 2007, the Shareholders ratified the Board of Director's actions
      taken
      to file a new Non-Qualified Incentive Stock Compensation Plan 2007 (Form S-8
      filed with the Commission on January 31, 2007) in the amount of 30,000,000
      shares.





On
      August
      4, 2007, the Shareholders ratified the Board of Director's actions taken to
      file
      a new Non-Qualified Incentive Stock Compensation Plan 2007 (Form S-8 filed
      with
      the Commission on August 21, 2007) in the amount of 25,000,000
      shares.




16




**PART
      II.**





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




Since
      July 17, 2006, our common stock has been traded on the Over-the-Counter Bulletin
      Board under the symbol “AAGH.OB”. 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 129,862,000 shares of our common stock, of
      which
      109,862,000 shares are either freely tradable or eligible for sale under Rule
      144 or Rule 144K, and (v) no shares subject to registration rights.




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
                2007**First
                Quarter
            
            $
            0.0145
            
            $
            0.04Second
                Quarter
            
            $
            0.079
            
            $
            0.04Third
                Quarter
            
            $
            0.335
            
            $
            0.052Fourth
                Quarter
            
            $
            0.315
            
            $
            0.07**Fiscal
                2006**First
                Quarter
            
            $
            0.189
            
            $
            0.031Second
                Quarter
            
            $
            0.27
            
            $
            0.04Third
                Quarter
            
            $
            0.41
            
            $
            0.07Fourth
                Quarter
            
            $
            0.22
            
            $
            0.018




**Dividend
      Policy**




**Common
      Stock.**





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





**Preferred
      Stock.**





The
      Series A Preferred Convertible Stock does not pay dividends.





**Recent
      Sales of Unregistered Securities**




During
      the year ended December 31, 2007, we did not issue any securities that were
      not
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”).




17




**Item
      6. Selected Financial Data.**





The
      following tables summarize the consolidated financial data of Asia Global
      Holdings Corp. for the periods presented. You should read the following
      financial information together with the information under “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations” and
      our consolidated financial statements and the related notes to these
      consolidated financial statements appearing elsewhere in this Form 10-K.





**Year
                Ended Dec 31****2005**
            
            **2006**
            
            **2007**Revenue
            
            $
            2,188,642
            
            $
            5,179,174
            
            $
            10,783,574Cost
                of sales
            
            $
            -569,708
            
            $
            -1,901,613
            
            $
            -4,450,861Gross
                profit
            
            $
            1,618,934
            
            $
            3,277,561
            
            $
            6,332,713Depreciation
                and amortization
            
            $
            -682,847
            
            $
            -280,724
            
            $
            -200,887Selling
                and distribution expenses
            
            $
            -199,205
            
            $
            -459,262
            
            $
            -1,809,580General
                and administrative expenses
            
            $
            -1,042,508
            
            $
            -11,989,553
            
            $
            -9,360,893Other
                income
            
            $
            43,427
            
            $
            72,387
            
            $
            18,017Interest
                expense
            
            $
            -10,433
            
            $
            -45,474
            
            $
            -77,306Loss
                before income taxes and minority interest
            
            $
            -272,632
            
            $
            -9,425,065
            
            $
            -5,097,936Income
                tax expense
            
            $
            -109,768
            
            $
            -446,561
            
            $
            -810,609Net
                loss attributable to the Shareholders of the Company
            
            $
            -382,400
            
            $
            -9,871,113
            
            $
            -5,908,545Loss
                per Share — basic (US$)
            
            $
            -0.02
            
            $
            -0.34
            
            $
            -0.06Loss
                per Share — diluted (US$)
            
            $
            -0.02
            
            $
            -0.34
            
            $
            -0.06





**Year
                Ended Dec 31****2005**
            
            **2006**
            
            **2007****Balance
                Sheet Data:**Cash
                and cash equivalents
            
            $
            49,134
            
            $
            22,514
            
            $
            846,907Total
                current assets
            
            $
            1,716,556
            
            $
            4,399,435
            
            $
            4,976,551Total
                assets
            
            $
            2,360,860
            
            $
            4,763,015
            
            $
            5,348,259Short-term
                borrowings
            
            $
            186,523
            
            $
            707,509
            
            $
            1,578,078Total
                current liabilities
            
            $
            962,065
            
            $
            2,098,699
            
            $
            2,958,293Total
                stockholders’ equity
            
            $
            1,224,237
            
            $
            2,510,305
            
            $
            2,159,203





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





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





**Overview
      and Future Plan of Operations**





In
      2007,
      our revenues grew by 108% from $5,179,174 in 2006 to $10,783,574 in 2007
      primarily resulting from increased advertising sales delivered by new agency
      partnerships in China.





This
      year
      we also experienced increases in gross profit and EBITDA (exclusive of all
      non-cash items) compared to 2006. Our gross profit was $6,332,713, up 93%
      compared to $3,277,561 in 2006. Our EBITDA increased 33% to $2,717,091 compared
      with $2,048,741 in 2006.





Over
      the
      course of 2007 our Sino Trade subsidiary, which is responsible for media sales
      in China, established new relationships with nine 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 $5,908,545 primarily due to costs related to
      business expansion in China. During 2007 we entered the television entertainment
      market when we produced and distributed the *Who
      Wants To Be A Millionaire?* TV show
      in China. We set up our own studio and began producing the TV show. The first
      show aired September 29, 2007 and became a weekly episode thereafter. While
      the
      show received high ratings the sales and distribution performances were
      unsatisfactory resulting in losses. Management decided to discontinue the show
      resulting in an impairment of $2,000,000. Also contributing to our overall
      loss
      were consulting and management expenses related to business expansion into
      China
      which were paid for with common stock issued in 2007 and valued at $5,293,825;
      legal and professional expenses and a non-cash charge for our stock-based
      compensation to an executive in the sum of $260,877.




18




Today
      AAGH 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 2007 were the improved
      financial performance over the previous year and the expansion into TV
      entertainment in the China market.





**Expansion
      into TV entertainment in China**





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]





To
      address this market opportunity AAGH 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) of which Idea Asia owns 60%. On December 18, 2006 CMP acquired
      the
      rights from UK based Celador International Limited (“Celador International”)
      (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
      in November of 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.





The
      following are the directors of CMP:





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





* 
      John Leper, the Secretary and Director of AAGH will serve as a Director of
      CMP.





* 
      Hing Ng, the Director of Sino Trade and Wah Mau, AAGH’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.





AAGH,
      through its Idea Asia subsidiary will continue to seek out high quality proven
      successful TV entertainment and media opportunities to adapt to the market
      in
      China.





**Going
      Forward**





In
      2008
      the Company plans to continue expanding upon our proven-successful agency
      partnership programs with established advertising agencies in China to grow
      the
      Media and Advertising segment of our business. Also we plan to develop a new
      stream of revenue from our TV entertainment business by building on what we’ve
      learned so far from the *Who
      Wants To Be A Millionaire?* TV show
      experience. We also plan to continue to seek new opportunities in China TV
      entertainment. We expect these objectives will dominate our operations in
      2008.





Media
      & Advertising going forward. In this segment we have had very solid
      performance as reflected in its financial performance. Our strategy of expanding
      through sales agents has been consistently working very well. Given this we
      plan
      to add more agents and continue this growth process. Additionally we plan to
      add
      more product offerings for the agent network to sell. We expect reasonable
      growth in this segment.




19




*TV
      Entertainment going forward.* In 2007
      we launched *Who
      Want To Be A Millionaire?* in
      mainland China. The show’s production value is very high quality and we
      experienced very good rating in GuiZhou province where the show aired
      originally. However, the financial performance in 2007 was unsatisfactory due
      to
      the non-performance of CMP sales and distribution efforts. Given the lackluster
      sales and distribution performance we decided to discontinue the program.
      Resultantly, Idea Asia issued a demand note to CMP for the repayment of loans
      in
      the amount of $875,338.  Management has decided it will no longer invest in
      CMP and plans to discontinue all operations of the subsidiary. Further,
      management has shifted all operations related to TV entertainment to Idea Asia
      which will be lead by industry veteran Dominique Ullmann, appointed to the
      position of Executive Director of Idea Asia in February 2008, who will leverage
      his strong experience in the industry and well established business network
      in
      the region. Mr Ullmann will be in charge of the overall strategy and execution
      of all future TV entertainment business.




Management
      believes the *Who
      Wants To Be A Millionaire?* experience is very valuable for our future development in this business. Moving
      on, we have hired a seasoned industry veteran to spearhead the continued
      development of our TV entertainment business.  We plan to continue to
      identify and acquire successful TV programs/formats from content providers.
      Currently we have already acquired two new TV programs for distribution in
      China.





We
      will
      be very "revenue conscious" in this segment going forward. Through our initial
      effort with *Who
      Wants To Be A Millionaire?* we built
      a reputation of being a legitimate provider of high quality TV shows, not a
      “copy cat”.  Therefore, we are now proven and properly positioned to look
      for well established big name title sponsors who may also help subsidize
      production costs.





We
      intend
      to generate revenue when our programs are broadcast on satellite TV and regional
      TV stations. Our target for 2008 is to have our programs distributed by 100
      of the more than 1000 TV stations in China with average revenue of $150-500
      per
      episode per regional TV station. Revenue per episode is dependant on the nature
      and geographic location of the individual TV station.





**Results
      of Operations for the Twelve Months Ended December 31, 2007 and December 31,
      2006**





During
      the twelve months ended December 31, 2007, we experienced a net loss of
      $5,908,545. We expect to improve our income position over the next 12 months
      as
      we plan to continue growing our profitable advertising sales business in China
      and we expect increased revenue from our TV entertainment business.





During
      the twelve months ended December 31, 2007, we generated most of our revenues
      from our Media & 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 segment and our Idea Asia subsidiary.




The
      following table sets forth our net revenues by each operational division for
      the
      twelve months ended December 31, 2007 and 2006:





**Revenue
      by Segment Twelve Months Ended December 31**





**2007**
            
            **2006**
            
            **Variance**Media
                & Advertising
            
            $
            10,664,613
            
            $
            5,157,174
            
            $
            5,507,439
            
            
            (+107
            )%TV
                Entertainment
            
            $
            118,961
            
            $
            0
            
            $
            118,961
            
            
            N/AAsia
                Global Corporate
            
            $
            0
            
            $
            22,000
            
            $
            -22,000
            
            
            (-100
            )%





In
      2007,
      our revenues grew by 108% from $5,179,174 in 2006 to $10,783,574 in 2007
      primarily resulting from increased advertising sales delivered by new agency
      partnerships in China.





**Revenue –
      Media & Advertising**





During
      the twelve month period ended December 31, 2007, our revenue for the Media
&
Advertising segment was $10,664,613. Compared to the 2006 figure of $5,157,174,
      we experienced an increase of revenue of 107% from the comparable twelve month
      period ending December 31, 2006, which is attributable to expanding our sales
      force through creating partnerships with established advertising agencies in
      China.





**Revenue –
      TV Entertainment**





During
      the twelve month period ended December 31, 2007, our revenue for the TV
      Entertainment segment was $118,961 mainly from the broadcasting of our first
      TV
      entertainment program - the mainland China version of *Who
      Wants To Be A Millionaire?.* There
      was
      no revenue from the comparable twelve month period ended December 31,
      2006.




20




**Cost
      of Sales**





Cost
      of
      Sales by Segment Twelve Months Ended December 31





**2007**
            
            **2006**
            
            **Variance**Media
                & Advertising
            
            $
            3,495,128
            
            $
            1,901,613
            
            $
            1,593,515
            
            
            (+84
            )%TV
                Entertainment
            
            $
            955,733
            
            $
            0
            
            $
            955,733
            
            
            N/AAsia
                Global Corporate
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            (0
            )%





Cost
      of
      sales were $4,450,861 representing 41% of our total revenue of $10,783,574
      for
      the twelve month period ended December 31, 2007 as compared to $1,901,613,
      37%
      of total revenue of $5,179,174 for the twelve month period ended December 31,
      2006. The increase in cost of sales as a percentage of sales for the twelve
      month period ended December 31, 2007 is attributable to our TV Entertainment
      segment and the costs associated with the production and distribution of *Who
      Wants To Be A Millionaire?* in
      mainland China.





**Cost
      of Sales - Media & Advertising**





Cost
      of
      sales for our Media & Advertising segment was $3,495,128 representing 33% of
      our total segment revenue of $10,664,613 for the twelve month period ended
      December 31, 2007 as compared to $1,901,613, or 37% of our total segment revenue
      of $5,157,174 for the twelve month period ended December 31, 2006.





**Cost
      of Sales - TV Entertainment**





Cost
      of
      sales for the TV Entertainment segment was $955,733, for the twelve month period
      ended December 31, 2007, mainly from the broadcasting of our first TV
      entertainment program - the mainland China version of *Who
      wants To Be A Millionaire?* .
      There
      was no cost of sales for the segment for the twelve month period ended December
      31, 2006.





**Selling,
      General and Administrative Expenses**





Selling,
      General and Administrative Expenses by Segment Twelve Months Ended December
      31





**2007**
            
            **2006**
            
            **Variance**Media
                & Advertising
            
            $
            2,405,141
            
            $
            978,276
            
            $
            1,426,865
            
            
            (+146
            )%TV
                Entertainment
            
            $
            3,029,495
            
            $
            9,509
            
            $
            3,019,986
            
            
            (+31759
            )%Asia
                Global Corporate
            
            $
            5,735,837
            
            $
            11,461,030
            
            $
            -5,725,193
            
            
            (-50
            )%





Selling,
      general and administrative expenses decreased $1,278,342 to $11,170,473 for
      the
      twelve month period ended December 31, 2007 as compared to $12,448,815 for
      the
      twelve month period ended December 31, 2006. The decrease in expenses during
      the
      twelve month period ended December 31, 2006 was primarily attributable to the
      re-evaluation of the Preferred Stock issued in 2006 reflecting an additional
      non-cash stock-based compensation expense of $3,760,002. Taking away the effect
      of the re-evaluation — selling, general and administrative expenses
      increased $2,481,660 to $11,170,473 for the twelve month period ended December
      31, 2007 as compared to the $8,688,813 for the twelve month period ended
      December 31, 2006 this increase in expense is related to business expansion
      in
      China and the increased expenses related to the production and distribution
      of *Who
      Wants To Be A Millionaire?* TV Show
      in 2007 and a $2,000,000 impairment resulting from the termination of the TV
      show operations.





**Selling,
      General and Administrative Expenses - Media &
Advertising**





During
      the twelve month period ended December 31, 2007, our selling, general and
      administrative expenses for our Media & Advertising segment were $2,405,141.
      Compared to the 2006 figure of $978,276, we experienced an increase of 146%
      from
      the comparable twelve month period ending December 31, 2006, which is
      attributable to a larger sales agent network compared to the previous
      period.





**Selling,
      General and Administrative Expenses - TV Entertainment**





During
      the twelve month period ended December 31, 2007, our selling, general and
      administrative expenses for our TV Entertainment segment were $3,029,495.
      Compared to the figure of the twelve month period ending December 31, 2006
      of
      $9,509, we experienced an increased of 31759%, which is attributable to costs
      related to the production and distribution of *Who
      Wants To Be A Millionaire?* TV Show
      in 2007 and a $2,000,000 impairment resulting from the termination of the TV
      show operations.





**Selling,
      General and Administrative Expenses - Asia Global Corporate**





During
      the twelve month period ended December 31, 2007, our selling, general and
      administrative expenses for the Asia Global Corporate sector were $5,735,837
      in
      which $5,293,825 were non-cash stock-based professional fees and $260,877 were
      stock-based compensation. Compared to the figure of the twelve month period
      ending December 31, 2006 of $11,461,030, we experienced a decrease of 50% which
      can be attributable to the reduction in non-cash stock-based professional fees
      and stock based compensation expense related to business expansion into China
      and the aforementioned re-evaluation of Preferred Stock in 2006.




21




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





**2007**
            
            **2006**Depreciation
            
            $
            (94,992
            )
            $
            (45,513
            )Amortization
                of intangible assets
            
            $
            (105,895
            )
            $
            (235,211
            )$
            (200,887
            )
            $
            (280,724
            )Included
                in cost of salesDepreciation
            
            $
            (10,705
            )
            $
            -Amortization
                of intangible assets
            
            $
            (802
            )
            $
            -Amortization
                of broadcast and licensing rights
            
            $
            (140,829
            )
            $
            -$
            (353,223
            )
            $
            (280,724
            )





In
      2007
      we experienced non-cash expenditures of $105,697 and $106,697 from depreciation
      of fixed assets and amortization of intangible assets, respectively. The 132%
      increase in depreciation in 2007 as compared with the depreciation of $45,513
      in
      2006 is attributed to additional depreciation of TV production studio. On
      amortization of intangible assets, the 55% decrease in 2007 as compared with
      the
      amortization of $235,211 in 2006 is attributable to lowered cost of membership
      database acquisition.





**Other
      Income (Expense)**





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




**2007**
            
            **2006**Other
                incomeFixed
                asset rental income
            
            $
            0
            
            $
            13,050Interest
                income
            
            $
            17,868
            
            $
            9,767Miscellaneous
                other income
            
            $
            149
            
            $
            49,570$
            18,017
            
            $
            72,387Interest
                expense
            
            $
            77,306
            
            $
            45,474Total
                other income
            
            $
            -59,289
            
            $
            26,913





There
      was
      no fixed asset rental income in 2007 as the rental income was ceased from
      October 2006. For the twelve month period ended December 31, 2007, other
      significant income only includes interest income and miscellaneous other income
      obtained in that period.





**Net
      Income/Loss**





Net
      loss
      for 2007 was $5,908,545 compared to net loss of $9,871,113 in 2006. Loss is
      primarily attributed to non-cash charges such as the issuance of common stock
      valued at $5,293,825 for stock-based professional fees related to business
      expansion into China; a $2,000,000 impairment resulting from the termination
      of
      operations related to the *Who
      Wants To Be A Millionaire?* TV show
      and a stock-based compensation for executives amounting to
      $260,877.





**Net
      Income/Loss by Segment Twelve Months Ended December 31**





**2007**
            
            **2006**
            
            **Variance**Media
                & Advertising
            
            $
            3,767,162
            
            $
            1,708,827
            
            $
            2,058,335
            
            
            (+120
            )%TV
                Entertainment
            
            $
            -3,930,322
            
            $
            -8,996
            
            $
            -3,921,326
            
            
            (-43590
            )%Asia
                Global Corporate
            
            $
            -5,745,385
            
            $
            -11,570,944
            
            $
            -5,825,559
            
            
            (+50
            )%




**Net
      Income – Media & Advertising**





The
      net
      income for 2007 in our Media & Advertising segment was $3,767,162, a 120%
      increase compared to a net income of $1,708,827 for 2006. The increase in net
      income is primarily attributable to substantial increase in sales of media
      and
      advertising services primarily as a result of increased promotion and expanded
      sales force through partner agencies.




22




**Net
      Loss – TV Entertainment**




A
      net
      loss of $3,930,322 was experienced from our TV Entertainment segment for the
      twelve month period ended December 31, 2007 compared to net loss of $8,996
      for
      the twelve month period ended December 31, 2006. Loss is primarily attributable
      to the costs related to operations of the *Who
      Wants To Be A Millionaire?* TV
      program and a $2,000,000 impairment resulting from the termination of these
      operations.





**Net
      Loss – Asia Global Corporate**




For
      2007
      we experienced a net loss of $5,745,385 from our Asia Global Corporate
      operations, compared to a net loss of $11,570,944 for 2006. The decrease in
      losses was primarily attributable to the reduction of non-cash stock-based
      professional fees and stock based compensation to executives.





**Trends,
      Events, and Uncertainties**





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





**Liquidity
      and Capital Resources for the Twelve Month Period Ended December 31, 2007 and
      2006**





**Cash
      flows from operating activities**





We
      experienced positive cash flows provided by operations in the amount of
      $1,625,950 for the twelve month period ended December 31, 2007, primarily due
      to
      net loss from operations of $5,908,545 offset by non-cash charges such as common
      stock issued for services of $5,293,825, impairment charges of $2,000,000 and
      changes in operating assets such as an increase in accounts receivable of
      $562,216.





For
      the
      twelve month period ended December 31, 2006 we experienced positive cash flows
      provided by operations in the amount of $232,384, primarily due to net loss
      from
      operations of $9,871,113 offset by non-cash charges such as depreciation and
      amortization of $280,724, common stock issued for services of $6,244,250,
      stock-based compensation to an executive of $4,913,125 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.





**Cash
      flows from investing activities**





Net
      cash
      flows used in investing activities for 2007 was $2,203,766 primarily
      representing the purchase of property, plant and equipment in the amount of
      $1,010,781 and expenditure on broadcast and license right of $1,046,161.





For
      2006
      net cash flows used in investing activities was $729,988 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.





**Cash
      flows from financing activities**





Net
      cash
      flows provided by financing activities for 2007 was $1,399,468 representing
      repayment from related parties of $524,534 and net funds advanced under banking
      agreements. For 2006 net cash flow provided by financing activities was $471,178
      representing net funds advanced under banking agreements.





**Liquidity**





Our
      growth plans may require additional funding from outside sources. We intend
      to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required. Our future liquidity
      will depend on our revenue growth and our ability to sell our products and
      services at positive gross margins and control our operating expenses. Over
      the
      coming twelve months, we expect to spend approximately $2,800,000 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 $5,900,000, of which a sizable portion of that net loss is
      attributable to non-cash items such as stock issued for services rendered of
      approximately $5,300,000 and impairment charges of $2,000,000 totaling
      approximately $7,300,000. 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.




23




Management
      believes the Company has the ability to continue as a going concern because
      the
      Company has cash and cash equivalents of $846,907 and restricted cash of
      $558,104 totaling approximately $1,405,011 and has a current line of credit
      of
      $484,006 available for use under its current line of credit facility and
      positive cash flow from operating activities which should satisfy cash
      requirements over the next 12 month.





Management
      took 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. We continued to enjoy these
      benefits in 2007 and expect the same in 2008. 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.





**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.




24




**Taxes
      on earning****s**





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





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





***Interest
      Rate Risk***





We
      are
      exposed to interest rate risk primarily with respect to our short-term bank
      loans. Although the interest rates are fixed for the terms of the loans, the
      terms are typically twelve months and interest rates are subject to change
      upon
      renewal. There were no material changes in interest rates for short-term bank
      loans during the fiscal year ended December 31, 2007. A hypothetical 1.0%
      increase in the annual interest rates for all of our credit facilities at
      $1,192,944 would decrease net income before provision for income taxes by
      approximately $9,572 for the fiscal year ended December 31, 2007. Management
      monitors the banks’ interest rates in conjunction with our cash requirements to
      determine the appropriate level of debt balances relative to other sources
      of
      funds. We have not entered into any hedging transactions in an effort to reduce
      our exposure to interest rate risk.





***Foreign
      Exchange Risk***





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




***Inflation***




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




25




**Item
      8. Financial Statements and Supplementary Data.**




**ASIA
      GLOBAL HOLDINGS CORP.**





**Consolidated
      Financial Statements**


**For
      The Years Ended December 31, 2007 and 2006 (Restated)**





**(With
      Reports of Independent Registered Public Accounting Firm
      Thereon)**






**ZHONG
      YI (HONG KONG) C.P.A. COMPANY LIMITED**





***Certified
      Public Accountants***




26

















**ASIA
      GLOBAL HOLDINGS CORP.**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Page**Report
                of Independent Registered Public Accounting Firm, Zhong Yi (Hong
                Kong)
                C.P.A Company Limited
            F-1Report
                of Independent Registered Public Accounting Firm, HLB Hodgson Impey
                Cheng
            F-2Consolidated
                Balance Sheets
            F-3Consolidated
                Statements of Loss And Comprehensive Loss
            F-4Consolidated
                Statements of Cash Flows
            F-5Consolidated
                Statements of Stockholders’ Equity
            F-6Notes
                to Consolidated Financial Statements
            F-7
                to F-24




27




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




The
      Board
      of Directors and Stockholders of


**Asia
      Global Holdings Corp.**





We
      have
      audited the accompanying consolidated balance sheet of Asia Global Holdings
      Corp. and its subsidiaries (“the Company”) as of December 31, 2007 and the
      related consolidated statements of loss and comprehensive loss, cash flows
      and
      stockholders’ equity for the year ended December 31, 2007. The financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of December
      31, 2007 and the results of operations and cash flows for the year ended
      December 31, 2007 and in conformity with accounting principles generally
      accepted in the United States of America.





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




/s/
      Zhong Yi (Hong Kong) C.P.A. Company Limited





Zhong
      Yi
      (Hong Kong) C.P.A. Company Limited


Certified
      Public Accountants





Hong
      Kong, China


April
      14,
      2008





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 (Restated),
      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.





As
      discussed in Note 4, the consolidated financial statement for the year ended
      December 31, 2006 has been restated.




*/s/
      HLB Hodgson Impey Cheng*




**HLB
      Hodgson Impey Cheng**


*Chartered
      Accountants*


*Certified
      Public Accountants*





Hong
      Kong
      , S.A.R.


April
      14,
      2007, (April 14, 2008 as to the effects of the restatement discussed in Note
      4.)





F-2




**ASIA
      GLOBAL HOLDINGS CORP.**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      OF DECEMBER 31, 2007 AND 2006 (Restated)**


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





As of December 31,2007
            
            2006 (Restated)(see
                Note 4)**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            846,907
            
            $
            22,514Restricted
                cash
            
            
            558,104
            
            
            417,239Accounts
                receivable, trade
            
            
            2,953,719
            
            
            2,391,503Amounts
                due from related parties
            
            
            530,706
            
            
            1,055,240Prepayments
                and other current assets
            
            
            87,115
            
            
            512,939Total
                current assets
            
            
            4,976,551
            
            
            4,399,435Property,
                plant and equipment, net
            
            
            161,034
            
            
            52,168Intangible
                assets, net
            
            
            210,674
            
            
            311,412Broadcast
                and license right, net
            
            
            -
            
            
            -**TOTAL
                ASSETS**
            
            $
            5,348,259
            
            $
            4,763,015**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Bank
                overdraft, secured
            
            $
            163,056
            
            $
            25,578Secured
                bank loan - current portion
            
            
            784,600
            
            
            419,303Obligation
                under capital lease - current portion
            
            
            146,416
            
            
            -Letters
                of credit
            
            
            484,006
            
            
            262,628Accounts
                payable and accrued liabilities
            
            
            838,239
            
            
            1,033,874Income
                tax payable
            
            
            435,768
            
            
            340,143Amount
                due to a related party
            
            
            106,208
            
            
            17,173Total
                current liabilities
            
            
            2,958,293
            
            
            2,098,699Long-term
                liabilities:Secured
                bank loan
            
            
            6,410
            
            
            94,307Obligation
                under capital lease
            
            
            92,262
            
            
            -Deferred
                tax liabilities
            
            
            132,091
            
            
            59,704Total
                long-term liabilities
            
            
            230,763
            
            
            154,011Total
                liabilities
            
            
            3,189,056
            
            
            2,252,710Minority
                interest
            
            
            -
            
            
            -Stockholders’
                equity:Series
                A, convertible preferred stock, $0.001 par value; 500,000 shares
                authorized; 400,000 shares and no shares issued and outstanding shares
                as
                of December 31, 2007 and 2006
            
            
            400
            
            
            -To
                be issued: no shares and 500,000 shares as of December 31, 2007 and
                2006
            
            
            -
            
            
            4,760,002Common
                stock, $0.001 par value;300,000,000 shares authorized; 129,862,000
                and
                54,862,000 shares issued and outstanding as of December 31, 2007
                and
                2006
            
            
            129,862
            
            
            54,862To
                be issued: 2,000,000 shares and 739,726 shares as of December 31,
                2007 and
                2006
            
            
            414,000
            
            
            153,123Additional
                paid-in capital
            
            
            17,406,772
            
            
            7,428,345Accumulated
                other comprehensive income
            
            
            6,258
            
            
            3,517Accumulated
                deficit
            
            
            (15,798,089
            )
            
            (9,889,544
            )Total
                stockholders’ equity
            
            
            2,159,203
            
            
            2,510,305**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            5,348,259
            
            $
            4,763,015





See
      accompanying notes to consolidated financial statements.





F-3




**ASIA
      GLOBAL HOLDINGS CORP.**


**CONSOLIDATED
      STATEMENTS OF LOSS AND COMPREHENSIVE LOSS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006 (Restated)**


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





Years ended December 31,2007
            
            2006 (Restated)(see
                Note 4)**Revenues,
                net**
            
            $
            10,783,574
            
            $
            5,179,174**Cost
                of revenue**
            
            
            (4,450,861
            )
            
            (1,901,613
            )**Gross
                profit**
            
            
            6,332,713
            
            
            3,277,561**OPERATING
                EXPENSES:**Sales
                and marketing
            
            
            1,423,005
            
            
            459,262Television
                program promotion
            
            
            386,575
            
            
            -Consulting
                and professional fee
            
            
            5,932,382
            
            
            6,304,222Depreciation
                and amortization
            
            
            200,887
            
            
            280,724Impairment
                charges
            
            
            2,000,000
            
            
            -General
                and administrative
            
            
            1,428,511
            
            
            5,685,331Total
                operating expenses
            
            
            11,371,360
            
            
            12,729,539**LOSS
                FROM OPERATIONS**
            
            
            (5,038,647
            )
            
            (9,451,978
            )**OTHER
                INCOME (EXPENSE):**Other
                income
            
            
            18,017
            
            
            72,387Interest
                expense
            
            
            (77,306
            )
            
            (45,474
            )Total
                other (expense) income
            
            
            (59,289
            )
            
            26,913**LOSS
                BEFORE INCOME TAXES AND MINORITY INTEREST**
            
            
            (5,097,936
            )
            
            (9,425,065
            )Income
                tax expenses
            
            
            (810,609
            )
            
            (446,561
            )Minority
                interest
            
            
            -
            
            
            513**NET
                LOSS**
            
            $
            (5,908,545
            )
            $
            (9,871,113
            )Other
                comprehensive income (loss):-
                Foreign currency translation gain (loss)
            
            
            2,741
            
            
            (194
            )**COMPREHENSIVE
                LOSS**
            
            $
            (5,905,804
            )
            $
            (9,871,307
            )Basic
                loss per share
            
            $
            (0.06
            )
            $
            (0.34
            )Diluted
                loss per share
            
            $
            (0.06
            )
            $
            (0.34
            )Basic
                weighted average number of shares outstanding during the
                year
            
            
            93,978,667
            
            
            29,140,493Diluted
                weighted average number of shares outstanding during the
                year
            
            
            93,978,667
            
            
            29,140,493




See
      accompanying notes to consolidated financial statements.





F-4




**ASIA
      GLOBAL HOLDINGS CORP.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006 (Restated)**


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


Years ended December 31,2007
              
              2006 (Restated)(see
                  Note 4)**Cash
                  flows from operating activities:**Net
                  loss
              
              $
              (5,908,545
              )
              $
              (9,871,113
              )Adjustments
                  to reconcile net loss to net cash provided by operating
                  activities:Depreciation
                  and amortization
              
              
              353,223
              
              
              280,724Stock-based
                  compensation to an executive, non-cash
              
              
              260,877
              
              
              4,913,125Common
                  stock issued for services, non-cash
              
              
              5,293,825
              
              
              6,244,250Impairment
                  charges
              
              
              2,000,000
              
              
              -Change
                  in operating assets and liabilities:Accounts
                  receivable, trade
              
              
              (562,216
              )
              
              (1,805,413
              )Inventories
              
              
              (298,450
              )
              
              -Prepayments
                  and other current assets
              
              
              425,824
              
              
              (172,432
              )Accounts
                  payables and accrued liabilities
              
              
              (195,635
              )
              
              459,526Amount
                  due to a related party
              
              
              89,035
              
              
              10,772Deferred
                  tax liabilities
              
              
              72,387
              
              
              27,595Income
                  tax payable
              
              
              95,625
              
              
              145,350Net
                  cash provided by operating activities
              
              
              1,625,950
              
              
              232,384**Cash
                  flows from investing activities:**Net
                  advances to related parties
              
              
              -
              
              
              (592,114
              )Increase
                  in restricted cash
              
              
              (140,865
              )
              
              (137,874
              )Expenditure
                  on intangible assets
              
              
              (5,959
              )
              
              -Purchase
                  of property, plant and equipment
              
              
              (1,010,781
              )
              
              -Expenditure
                  on broadcast and license right
              
              
              (1,046,161
              )
              
              -Net
                  cash used in investing activities
              
              
              (2,203,766
              )
              
              (729,988
              )**Cash
                  flows from financing activities:**Repayment
                  from related parties
              
              
              524,534
              
              
              -Repayment
                  to a director
              
              
              -
              
              
              (1,666
              )Increase
                  in bank overdraft
              
              
              137,478
              
              
              25,167Advances
                  under letters of credit
              
              
              221,378
              
              
              161,987Drawdown
                  of bank loan
              
              
              879,191
              
              
              600,134Repayment
                  of bank loan
              
              
              (601,791
              )
              
              (314,444
              )Inception
                  of capital lease
              
              
              302,564
              
              
              -Repayment
                  of capital lease
              
              
              (63,886
              )
              
              -Net
                  cash provided by financing activities
              
              
              1,399,468
              
              
              471,178Foreign
                  currency translation adjustment
              
              
              2,741
              
              
              (194
              )**NET
                  CHANGE IN CASH AND CASH EQUIVALENTS**
              
              
              824,393
              
              
              (26,620
              )**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF YEAR**
              
              
              22,514
              
              
              49,134**CASH
                  AND CASH EQUIVALENTS, END OF YEAR**
              
              $
              846,907
              
              $
              22,514**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid for income taxes
              
              $
              641,797
              
              $
              273,616Cash
                  paid for interest expenses
              
              $
              77,306
              
              $
              45,474**SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH TRANSACTIONS:**Amounts
                  due from minority shareholders in relation to unsettled investment
                  cost of
                  a subsidiary
              
              $
              820,513
              
              $
              -





See
      accompanying notes to consolidated financial statements.





F-5





**ASIA
      GLOBAL HOLDING CORP.**


**CONSOLDIATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006 (Restated)**


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


Series A, Convertible
                Preferred Stock
              
              Series A, Convertible
                Preferred Stock
                to be issued
              
              Common stock
              
              Common stock to be issued
              
              
              
              Accumulated
                other
              
              
              
              TotalNo. of
                shares
              
              Amount
              
              No. of
                shares
              
              Amount
              
              No. of
                shares
              
              Amount
              
              No. of
                shares
              
              Amount
              
              Additionalpaid-in capital
              
              Comprehensive
                Income
              
              Accumulated
                Deficit
              
              stockholders’
                EquityBalance
                  as of January 1, 2006
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              
              19,862,000
              
              $
              19,862
              
              
              -
              
              $
              -
              
              $
              1,219,095
              
              $
              3,711
              
              $
              (18,431
              )
              $
              1,224,237Issue
                  of common stock for services rendered, non-cash
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              35,000,000
              
              
              35,000
              
              
              -
              
              
              -
              
              
              6,209,250
              
              
              -
              
              
              -
              
              
              6,244,250Award
                  shares to be issued
              
              
              -
              
              
              -
              
              
              500,000
              
              
              4,760,002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,760,002Bonus
                  shares to be issued to an executive, non-cash
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              739,726
              
              
              153,123
              
              
              -
              
              
              -
              
              
              -
              
              
              153,123Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (9,871,113
              )
              
              (9,871,113
              )Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (194
              )
              
              -
              
              
              (194
              )Balance
                  as of December 31, 2006 (Restated)
              
              
              -
              
              $
              -
              
              
              500,000
              
              $
              4,760,002
              
              
              54,862,000
              
              $
              54,862
              
              
              739,726
              
              $
              153,123
              
              $
              7,428,345
              
              $
              3,517
              
              $
              (9,889,544
              )
              $
              2,510,305Issuance
                  of preferred stock
              
              
              500,000
              
              
              500
              
              
              (500,000
              )
              
              (4,760,002
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,759,502
              
              
              -
              
              
              -
              
              
              -Issue
                  of common stock for services rendered, non-cash
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              55,000,000
              
              
              55,000
              
              
              -
              
              
              -
              
              
              5,238,825
              
              
              -
              
              
              -
              
              
              5,293,825Bonus
                  shares to be issued to an executive, non-cash
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,260,274
              
              
              260,877
              
              
              -
              
              
              -
              
              
              -
              
              
              260,877Conversion
                  of preferred stock into common stock
              
              
              (100,000
              )
              
              (100
              )
              
              -
              
              
              -
              
              
              20,000,000
              
              
              20,000
              
              
              -
              
              
              -
              
              
              (19,900
              )
              
              -
              
              
              -
              
              
              -Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,908,545
              )
              
              (5,908,545
              )Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,741
              
              
              -
              
              
              2,741Balance
                  as of December 31, 2007
              
              
              400,000
              
              $
              400
              
              
              -
              
              $
              -
              
              
              129,862,000
              
              $
              129,862
              
              
              2,000,000
              
              $
              414,000
              
              $
              17,406,772
              
              $
              6,258
              
              $
              (15,798,089
              )
              $
              2,159,203
  See
        accompanying notes to consolidated financial statements.
  F-6






**ASIA
      GLOBAL HOLDINGS CORP.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006 (Restated)**


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





**NOTE
      -** **1** **ORGANIZATION
      AND BUSINESS BACKGROUND**





Asia
      Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of
      Nevada on February 1, 2002 as Longbow Mining Inc (“Longbow”).





On
      March
      1, 2004, the Company completed a stock exchange transaction with BonusAmerica
      Corporation ("BonusAmerica"), a California corporation that was owned by
      Stanford International Holding Corporation (“Stanford”) whereby 5,000,000 shares
      of the Company’s common stock in exchange for 100% of the equity ownership in
      BonusAmerica. Upon completion of the acquisition, the Company owned 100% equity
      interest of BonusAmerica and Stanford became a major shareholder of the
      Company.





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





On
      January 6, 2004, the Company acquired certain assets from Stanford, consisting
      primarily of receivables, inventories, property and equipment, and intangible
      assets, in exchange for the outstanding common stock of BonusAmerica. No
      liabilities were assumed by the Company. The assets acquired are reported at
      their historical costs since the acquisition is among entities under common
      control under the guidance of Statement of Financial Accounting Standards
      (“SFAS”) No. 141, *“Business
      Combinations”* .





Hence,
      the acquisition of assets from Stanford has been accounted for at historical
      cost and prepared on the basis as if the reorganization had become effective
      as
      of the beginning of the first period presented in the accompanying consolidated
      financial statements.





On
      May
      12, 2004, Longbow Mining Inc. changed its name to BonusAmerica Worldwide
      Corporation.





On
      June
      6, 2006, the Company changed its name to Asia Global Holdings Corp.





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, TV entertainment, marketing services and Internet
      commerce. During 2007, the Company entered the television entertainment market
      to produce and broadcast the *“Who
      Wants To Be a Millionaire?* ”
TV
      show
      in the People China. AAGH, through its subsidiaries, operates a
      business-to-business search engine and buyer-supplier matching web site called *“TradeDragon.com”* . *TradeDragon.com* was
      internally developed by the Company based on a combination of proprietary
      industry knowledge, and expertise in global direct marketing, ecommerce and
      China sourcing. The Company’s subsidiaries also sell trade information and
      online marketing services related to the database to mainland Chinese companies.
      The Company also produces offline advertising products such as
      business-to-business trade directories and industry trade publications. The
      Company is headquartered in Hong Kong, and has offices in the United States
      of
      America (“US”) and mainland China.





Details
      of the Company’s subsidiaries are described below:





Name
            
            Place of incorporation
              and kind of
              legal entity
            
            Principal activities
              and place of
              operation
            
            Particulars of issued/
              registered share
              capital
            
            Effective
              interest
              heldSino
                Trade-Intelligent
              Development
                Corp.,
              Limited
              (“Sino
                Trade”)
            
            Hong
                Kong, a limited
              liability
                company
            
            Publishing
                &
              information
                service
              and
                advertisement in
              Hong
                Kong
            
            5,000,000
                issued
              shares
                of HK$1 each
            
            100
            %Idea
                Asia Limited
              (“Idea
                Asia”)
            
            Hong
                Kong, a limited
              liability
                company
            
            Investment
                holding
              in
                Hong Kong
            
            10,000
                issued shares of
              HK$1
                each
            
            100
            %China
                Media Power
              Limited
                (“CMP”)
            
            Hong
                Kong, a limited
              liability
                company
            
            TV
                entertainment in
              the
                PRC
            
            16,000,000
                issued
              share
                of HK$1 each
            
            60
            %Wah
                Mau Corporate
              Planning
                Development
              Co.,
                Ltd (“Wah Mau”)
            
            The
                PRC, a limited
              liability
                company
            
            Development
                of
              corporate
                images
              and
                business
              promotion
                in the
              PRC
            
            RMB1,000,000
            
            100
            %




F-7




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





**NOTE
      -** **2** **GOING
      CONCERN UNCERTAINTIES**





These
      consolidated financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the realization of assets
      and the discharge of liabilities in the normal course of business for the
      foreseeable future.





As
      of
      December 31, 2007, the Company had incurred a net loss of $5,908,545 and an
      accumulated deficit of $15,798,089. Additionally, the Company has incurred
      losses over the past several years. Management has taken certain action and
      continues to implement changes designed to improve the Company’s financial
      results and operating cash flows. The actions involve certain cost-saving
      initiatives and growing strategies, including (a) business expansion in Media
      & Advertising business by increasing number of distributors and setup of a
      new direct sales office in China; and (b) cost-saving plan in TV Entertainment
      business and distribution of new TV programs in China. Management believes
      that
      these actions will enable the Company to improve future profitability and cash
      flow in its continuing operations through December 31, 2008. As a result, the
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the outcome of the
      Company’s ability to continue as a going concern.





**NOTE
      -** **3** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





l  Basis
      of
      presentation





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





l  Use
      of
      estimates





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





l  Basis
      of
      consolidation





The
      consolidated financial statements include the financial statements of AAGH
      and
      its subsidiaries.





All
      significant inter-company balances and transactions within the Company have
      been
      eliminated upon consolidation.





l  Cash
      and
      cash equivalents





Cash
      and
      cash equivalents are carried at cost and represent cash on hand, demand deposits
      placed with banks or other financial institutions and all highly liquid
      investments with an original maturity of three months or less as of the purchase
      date of such investments. The Company maintains cash balances at several banks.
      Accounts held at financial institutions in the US are insured by the Federal
      Deposit Insurance Corporation up to $100,000.





l  Accounts
      receivable and allowance for doubtful accounts





Accounts
      receivable are recorded at the invoiced amount and do not bear interest. The
      Company extends unsecured credit to its customers in the ordinary course of
      business but mitigates the associated risks by performing credit checks and
      actively pursuing past due accounts. An allowance for doubtful accounts is
      established and determined based on managements’ assessment of known
      requirements, aging of receivables, payment history, the customer’s current
      credit worthiness and the economic environment. As of December 31, 2007 and
      2006, the Company has determined that no allowance for doubtful accounts is
      required.




F-8




l  Inventories





Inventories
      include material, labor and direct overhead incurred in the production of
      television episodes and are stated at lower of cost or market value, cost being
      determined on a first-in-first-out method. The Company periodically reviews
      historical sales activity to determine excess, slow moving items and potentially
      obsolete items and also evaluates the impact of any anticipated changes in
      future demand. The Company provides inventory allowances based on excess and
      obsolete inventories determined principally by customer demand. As of December
      31, 2007, the Company provided an inventory allowance for $298,450 in Note
      7
      below.





l  Property,
      plant and equipment





Property,
      plant and equipment are stated at historical cost less accumulated depreciation
      and accumulated impairment losses, if any. Depreciation is calculated on the
      straight-line basis over the following expected useful lives from the date
      on
      which they become fully operational, generally ranging from 2 to 5
      years:





Depreciable lifeComputers
                and office equipment
            3-5
                yearsFurniture
                and fixtures
            2-5
                yearsLeasehold
                improvements
            5
                years





Expenditure
      for repairs and maintenance is expensed as incurred. When assets have retired
      or
      sold, the cost and related accumulated depreciation are removed from the
      accounts and any resulting gain or loss is recognized in the results of
      operations.





l  Intangible
      assets





Intangible
      assets consist of (a) costs paid to acquire personal customer information for
      use in its advertising and database rental activities; (b) cost of webpage
      development and database. The Company amortizes the cost of these assets over
      a
      period of two to five years.





As
      of
      December 31, 2007, the gross carrying value was $1,156,836, accumulated
      amortization was $946,162 and the net carrying value was $210,674.





Amortization
      expense totaled $106,697 and $235,211 for the years ended December 31, 2007
      and
      2006.





l  Broadcast
      and license right





The
      prepaid license fee for television program broadcast right and broadcasting
      network fee are subject to the amortization over the terms of the license life
      in 2 years, on episode airing basis, upon the release of TV
      programs.





Amortization
      expense were $140,829 and $Nil for the years ended December 31, 2007 and
      2006.





l  Impairment
      of long-lived assets





In
      accordance with SFAS No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* ,
      long-lived assets and certain identifiable intangible assets held and used
      by
      the Company are reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability
      of assets to be held and used is evaluated by a comparison of the carrying
      amount of assets to estimated discounted net cash flows expected to be generated
      by the assets. If such assets are considered to be impaired, the impairment
      to
      be recognized is measured by the amount by which the carrying amounts of the
      assets exceed the fair value of the assets. For the year ended December 31,
      2007, the Company made an impairment charge of $2,000,000 to the assets related
      to the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      under the TV Entertainment Business segment in Note 5.





l  Capital
      leases





Leases
      that transfer substantially all the rewards and risks of ownership to the
      lessee, other than legal title, are accounted for as capital leases.
      Substantially all of the risks or benefits of ownership are deemed to have
      been
      transferred if any one of the four criteria is met: (i) transfer of ownership
      to
      the lessee at the end of the lease term, (ii) the lease containing a bargain
      purchase option, (iii) the lease term exceeding 75% of the estimated
      economic life of the leased asset, (iv) the present value of the minimum lease
      payments exceeding 90% of the fair value. At the inception of a capital lease,
      the Company as the lessee records an asset and an obligation at an amount equal
      to the present value of the minimum lease payments. The leased asset is
      amortized over the shorter of the lease term or its estimated useful life if
      title does not transfer to the Company, while the leased asset is depreciated
      in
      accordance with the Company’s normal depreciation policy if the title is to
      eventually transfer to the Company. The periodic rent payments made during
      the
      lease term are allocated between a reduction in the obligation and interest
      element using the effective interest method in accordance with APB Opinion
      No.
      21, “ *Interest
      on Receivables and Payables* ”.





F-9





l  Revenue
      recognition





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





(a)  Database
      rental





Revenues
      from database rentals are recorded at the time the services are provided. The
      Company entered into sale-through agreements with 9 (2006: 6) distributors
      located in Hong Kong and China which in turn will be responsible to recruit
      new
      members and take orders from the existing members of TradeDragon.com. The
      members can enjoy the following services from the Company (a) advertising
      placement on the business directories and trade publications that are produced
      by Sino Trade, (b) internet direct marketing services by the means of
      traditional mail and emails distribution, (c) membership to TradeDragon.com
      webpage in which the members exhibit their products and services and search
      for
      their buyers or suppliers through search engine marketing tool and international
      trade portal.





According
      to the sale-through agreement, each of the distributors is committed to a fixed
      fee of $256,000 per quarter, and the distributor will sign separate contracts
      with the members. Hence, the Company takes orders directly from the distributors
      and will services are considered rendered to the distributors but not the
      members.





(b)  TV
      Broadcasting





Revenues
      from TV broadcasting service are recognized in the period when television
      episodes are aired by the TV station and collection is probable.





l  Advertising
      costs





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 for the years ended December
      31, 2007 and 2006 were approximately $1,809,580 and $459,262,
      respectively.





l  Retirement
      plan costs





Contributions
      to retirement schemes (which are defined contribution plans) are charged to
      general and administrative expenses in the consolidated statements of operations
      as and when the related employee service is provided.





l  Income
      taxes





The
      Company accounts for income tax using SFAS No. 109 *“Accounting
      for Income Taxes”* ,
      which
      requires the asset and liability approach for financial accounting and reporting
      for income taxes. Under this approach, deferred income taxes are provided for
      the estimated future tax effects attributable to temporary differences between
      financial statement carrying amounts of assets and liabilities and their
      respective tax bases, and for the expected future tax benefits from loss
      carry-forwards and provisions, if any. Deferred tax assets and liabilities
      are
      measured using the enacted tax rates expected in the years of recovery or
      reversal and the effect from a change in tax rates is recognized in the
      statements of operations in the period of enactment. A valuation allowance
      is
      provided to reduce the amount of deferred tax assets if it is considered more
      likely than not that some portion of, or all of the deferred tax assets will
      not
      be realized.





The
      Company also adopts the provisions of the Financial Accounting Standards
      Interpretation No. 48, *“Accounting
      for Uncertainty in Income Taxes” (“* FIN
      48 *”)* .
      FIN 48
      prescribes a recognition threshold and measurement process for recording in
      the
      financial statements uncertain tax positions taken or expected to be taken
      in a
      tax return. FIN 48 also provides guidance on de-recognition, classification,
      interest and penalties, accounting in interim periods, disclosures and
      transitions. The adoption of FIN 48 did not have a significant impact on the
      Company’s consolidated financial statements.





The
      Company conducts its major business in Hong Kong and is subject to tax in this
      jurisdiction. As a result of its business activities, the Company files tax
      returns that are subject to examination by the foreign tax
      authorities.





F-10




l  Net
      loss
      per share





The
      Company calculates net loss per share in accordance with SFAS No.
      128, *“Earnings
      per Share.”* Basic
      loss per share is computed by dividing the net loss by the weighted-average
      number of common shares outstanding during the period. Diluted loss per share
      is
      computed similar to basic loss per share except that the denominator is
      increased to include the number of additional common shares that would have
      been
      outstanding if the potential common stock equivalents had been issued and if
      the
      additional common shares were dilutive.





l  Comprehensive
      loss





SFAS
      No.
      130, *“Reporting
      Comprehensive Income”* ,
      establishes standards for reporting and display of comprehensive income, its
      components and accumulated balances. Comprehensive income as defined includes
      all changes in equity during a period from non-owner sources. Accumulated
      comprehensive income consists of changes in unrealized gains and losses on
      foreign currency translation. This comprehensive income is not included in
      the
      computation of income tax expense or benefit.





l  Foreign
      currencies translation





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





The
      reporting currency of the Company is the United States Dollars ("US dollars").
      The functional currency of the Company's subsidiaries operating in Hong Kong
      is
      Hong Kong Dollars (“HKD”) and their 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 the Renminbi Yuan (“RMB”) and
      its financial record is maintained and its financial statements are prepared
      in
      RMB.





In
      general, assets and liabilities are translated into US dollars, in accordance
      with SFAS No. 52, “ *Foreign
      Currency Translation”* ,
      using
      the exchange rate on the balance sheet date. Revenues and expenses are
      translated at average rates prevailing during the year. The gains and losses
      resulting from translation of financial statements of foreign subsidiaries
      are
      recorded as a separate component of accumulated other comprehensive income
      within the consolidated statements of stockholders’ equity.





l  Stock-based
      compensation





The
      Company adopts SFAS No. 123 (revised 2004), " *Share-Based
      Payment* "
      ("SFAS
      No. 123(R)"), using the fair value method 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 No. 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
      No. 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 for the year ended
      December 31, 2006.





l  Related
      parties





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





l  Segment
      reporting





SFAS
      No.
      131 *“Disclosures
      about Segments of an Enterprise and Related Information”* (“SFAS
      No. 131”) establishes standards for reporting information about operating
      segments on a basis consistent with the Company’s internal organization
      structure as well as information about geographical areas, business segments
      and
      major customers in the financial statements. During 2007, the Company operates
      two reportable segments in Media and Advertising Business and TV Entertainment
      Business, respectively.





F-11




l  Fair
      value of financial instruments





The
      Company values its financial instruments as required by SFAS No. 107,
“ *Disclosures
      about Fair Value of Financial Instruments* ”.
      The
      estimated fair value amounts have been determined by the Company, using
      available market information and appropriate valuation methodologies. The
      estimates presented herein are not necessarily indicative of amounts that the
      Company could realize in a current market exchange.





The
      Company’s financial instruments primarily consist of cash and cash equivalents,
      restricted cash, accounts receivable, prepayments and other current assets,
      bank
      overdraft, secured bank loan, obligation under capital lease, letters of credit,
      accounts payable and accrued liabilities, income tax payable and amounts due
      from (to) related parties.





As
      of the
      balance sheet date, the estimated fair values of the financial instruments
      were
      not materially different from their carrying values as presented due to the
      short term maturities of these instruments and that the interest rates on the
      borrowings approximate those that would have been available for loans of similar
      remaining maturity and risk profile at respective year ends.




l  Recent
      accounting pronouncements





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





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, *"Fair
      Value Measurements"* ("SFAS
      No. 157"). SFAS No. 157 defines fair value, establishes a framework for
      measuring fair value in US GAAP, and expands disclosures about fair value
      measurements. This statement applies under other accounting pronouncements
      that
      require or permit fair value measurement where the FASB has previously
      determined that under those pronouncements fair value is the appropriate
      measurement. This statement does not require any new fair value measurements
      but
      may require companies to change current practice. This statement is effective
      for those fiscal years beginning after November 15, 2007 and to the interim
      periods within those fiscal years. The Company believes that SFAS No. 157 should
      not have a material impact on the consolidated financial position or results
      of
      operations.





In
      February 2007, the FASB issued SFAS No. 159, *"The
      Fair Value Option for Financial Assets and Financial Liabilities"* ("SFAS
      No. 159"). SFAS No. 159 permits entities to choose to measure, on an
      item-by-item basis, specified financial instruments
      and certain other items at fair value. Unrealized gains and losses on items
      for
      which the fair value option has been elected are required to be reported in
      earnings at each reporting date. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007, the provisions of which are required to
      be
      applied prospectively. The Company believes that SFAS 159 should not have a
      material impact on the consolidated financial position or results of operations.





In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), *"Business
      Combinations"* (“SFAS
      No. 141(R)”). SFAS No. 141(R) will change the accounting for business
      combinations. Under SFAS No. 141(R), an acquiring entity will be required to
      recognize all the assets acquired and liabilities assumed in a transaction
      at
      the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will
      change the accounting treatment and disclosure for certain specific items in
      a
      business combination. SFAS No. 141(R) applies prospectively to business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15, 2008.
      Accordingly, any business combinations the Company engages in will be recorded
      and disclosed following existing US GAAP until January 1, 2009. The Company
      expects SFAS No. 141(R) will have an impact on accounting for business
      combinations once adopted but the effect is dependent upon acquisitions at
      that
      time. The Company is still assessing the impact of this pronouncement.





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interests in Consolidated Financial Statements—An Amendment of ARB No. 51”
(“SFAS No. 160")* .
      SFAS
      No. 160 establishes new accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
      December 15, 2008. The Company believes that SFAS 160 should not have a material
      impact on the consolidated financial position or results of
      operations.





**NOTE
      -** **4** **RESTATEMENT
      OF 2006 FINANCIAL STATEMENT**





The
      financial statements for the fiscal year ended December 31, 2006 have been
      restated to reflect the fact that certain costs incurred, which were previously
      recorded as stock-based compensation for the fair value of 500,000 shares of
      Series A, Convertible Preferred Stock, which were convertible into 100,000,000
      shares of common stock at the grant date per an employment agreement dated
      August 18, 2006 (see Note 16), were incorrectly fair valued under the
      Black-Scholes pricing model In April 2008, management determined the specific
      measurement objectives of SFAS No. 123(R) should have been applied to fair
      value
      the transaction based on the share price at the grant date and other pertinent
      factors. The re-measurement value of $4,760,002 was based on the total market
      capitalization of the Company at the date of the transaction, as adjusted for
      the dilutive effect from the equity issuance. The impact of the error correction
      resulted in an additional $3,760,002 of stock-based compensation cost charged
      to
      operating expenses for the year ended December 31, 2006.





F-12





The
      following table presents the effects of the restatement adjustment on the
      accompanying consolidated financial statements as of and for the year ended
      December 31, 2006:





As previouslyreported
            
            Net adjustment
            
            Restated**Consolidated
                balance sheet**Stockholders’
                equity:To
                be issued: 500,000 shares as of December 31, 2006
            
            $
            1,000,000
            
            $
            3,760,002
            
            $
            4,760,002Accumulated
                deficit
            
            $
            (6,129,542
            )
            $
            (3,760,002
            )
            $
            (9,889,544
            )Total
                stockholders’ equity
            
            $
            2,510,305
            
            $
            -
            
            $
            2,510,305





As previouslyreported
            
            Net adjustment
            
            Restated**Consolidated
                statement of operations**General
                and administrative (including stock-based compensation to an
                executive)
            
            $
            1,925,329
            
            $
            3,760,002
            
            $
            5,685,331Loss
                from operations
            
            $
            (5,691,976
            )
            $
            (3,760,002
            )
            $
            (9,451,978
            )Loss
                before income taxes and minority interest
            
            $
            (5,665,063
            )
            $
            (3,760,002
            )
            $
            (9,425,065
            )Net
                loss
            
            $
            (6,111,111
            )
            $
            (3,760,002
            )
            $
            (9,871,113
            )Comprehensive
                loss
            
            $
            (6,111,305
            )
            $
            (3,760,002
            )
            $
            (9,871,307
            )Net
                loss per share – basic and diluted
            
            $
            (0.21
            )
            $
            (0.13
            )
            $
            (0.34
            )





As previouslyreported
            
            Net adjustment
            
            Restated**Consolidated
                statement of stockholders’ equity**Series
                A convertible preferred stock to be issued:Award
                shares to be issued during the year ended December 31,
                2006
            
            $
            1,000,000
            
            $
            3,760,002
            
            $
            4,760,002Balance
                as of December 31, 2006
            
            $
            1,000,000
            
            $
            3,760,002
            
            $
            4,760,002




**NOTE
      -** **5** **IMPAIRMENT
      ON DISCONTINUED OPERATION**





Subsequent
      to the balance sheet date, the Board of the Company determined to suspend the
      production of new episodes for “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      due to the poor performance of the sales and distribution team on February
      15,
      2008.





On
      February 25, 2008, its subsidiary, CMP determined to discontinue the
“ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      and anticipated the consummation in the business restructuring plan. It is
      expected to be completed in the second quarter of 2008.





The
      asset
      group related to the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      was tested for recoverability as of December 31, 2007; accordingly, an
      impairment loss of $2,000,000 was recognized which represented the amount by
      which the carrying amount of the asset group exceeded its fair value at the
      balance sheet date.





F-13




The
      assets and liabilities of the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      in TV Entertainment Business segment comprised of the following as of December
      31, 2007:




Carrying amount
            
            Impairment charges
            
            Fair value as of
              December 31, 2007**Assets:**Cash
                and cash equivalents
            
            $
            4,378
            
            $
            -
            
            $
            4,378Accounts
                receivable
            
            
            78,137
            
            
            -
            
            
            78,137Inventories
            
            
            298,450
            
            
            (298,450
            )
            
            -Prepayments
                and other current assets
            
            
            46,863
            
            
            -
            
            
            46,863Amount
                due from a related party
            
            
            38,053
            
            
            -
            
            
            38,053Property,
                plant and equipment, net
            
            
            796,218
            
            
            (796,218
            )
            
            -Intangible
                assets, net
            
            
            5,157
            
            
            -
            
            
            5,157Broadcast
                and license right, net
            
            
            905,332
            
            
            (905,332
            )
            
            -**Total
                assets**
            
            $
            2,172,588
            
            $
            (2,000,000
            )
            $
            172,588**Liabilities:**Accounts
                payable and accrued liabilities
            
            
            171,675
            
            
            -
            
            
            171,675Amount
                due to a related party
            
            
            705,203
            
            
            -
            
            
            705,203**Total
                liabilities**
            
            $
            876,878
            
            
            -
            
            $
            876,878





Currently,
      the Company has no disposal plan for these segment assets and
      liabilities.





**NOTE
      -** **6** **RESTRICTED
      CASH**





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





AAGH’s
      wholly-owned subsidiary, Sino Trade, maintains pledged fixed deposits of
      $538,104, with interest bearing from 1.55% to 3.44% per annum as required per
      its bank financing agreements.





**NOTE
      -** **7** **INVENTORIES**





Inventories
      represent the capitalized production costs to locally broadcast the licensed
      content of TV program “ *Who
      Wants To Be a* *Millionaire?* ”
in
      the
      PRC. They mainly include the labor cost, prizes and gifts and the overhead
      of
      the production departments. The capitalized production costs are amortized
      to
      expense upon the release of episodes on a monthly basis, which will be released
      to the market in the next twelve months.





As
      of
      December 31, 2007, the Company evaluated the impact of discontinued operation
      in
      TV Entertainment Business and provided inventory allowances of $298,450 in
      Note
      5 above.





**NOTE
      -** **8** **AMOUNTS
      DUE FROM (TO) RELATED PARTIES**





As
      of
      December 31, 2007, amounts due from (to) related parties represented temporary
      advances, which were unsecured, interest free and repayable on demand and
      included the following:





(i)
            amount
                due from the Company’s President, Mr. Michael Mak, who is also the Chief
                Executive Officer and the Chief Financial Officer of the Company
                totaling
                $492,140;


(ii)
            amount
                due from an employee, a director of subsidiary of $38,053;


(iii)
            amounts
                due from minority shareholders of $513; and


(iv)
            amount
                due to an employee, a director of subsidiaries of
                $106,208.





For
      the
      year ended December 31, 2007, the Company advanced $820,513 to minority
      shareholders of CMP to settle their portion of investment cost in CMP. As of
      December 31, 2007, the balance due from minority shareholders was offset with
      the balance of their minority interests. It is considered as a non-cash
      transaction.





As
      of
      December 31, 2006, amounts due from (to) related parties represented temporary
      advances, which were unsecured, interest free and repayable on demand and
      included the following:





F-14





(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 $1,054,727;


(ii)
            amounts
                due from minority shareholders of $513; and


(iii)
            amount
                due to an employee, a director of subsidiaries of
                $17,173.





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





Prepayments
      and other current assets consisted of the following:





As of December 31,2007
            
            2006Prepayment
                for broadcasting network fee
            
            $
            -
            
            $
            508,628Utility
                deposits
            
            
            47,333
            
            
            -Purchase
                deposits
            
            
            21,197
            
            
            -Deposit
                for investment
            
            
            16,983
            
            
            -Other
                prepayments and receivables
            
            
            1,602
            
            
            4,311$
            87,115
            
            $
            512,939





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





Property,
      plant and equipment consist of the following:





As of December 31,2007
            
            2006Computers
                and office equipment
            
            $
            1,143,482
            
            $
            240,080Furniture
                and fixtures
            
            
            162,031
            
            
            55,151Leasehold
                improvements
            
            
            18,522
            
            
            18,522Foreign
                translation difference
            
            
            2,379
            
            
            -1,326,414
            
            
            313,753Less:
                accumulated depreciation
            
            
            (367,282
            )
            
            (261,585
            )Less:
                foreign translation difference
            
            
            (1,880
            )
            
            -Less:
                impairment charges
            
            
            (796,218
            )
            
            -Property,
                plant and equipment, net
            
            $
            161,034
            
            $
            52,168





As
      of
      December 31, 2007, equipment under capital lease was included with the net
      book
      value of $282,393 (see Note 13).





Depreciation
      expense, including equipment under capital lease for the years ended December
      31, 2007 and 2006 were $105,697 and $45,513, respectively.





For
      the
      year ended December 31, 2007, the Company tested for recoverability of property,
      plant and equipment related
      to the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      and recognized an impairment charge of $796,218 accordingly.





F-15




**NOTE
      -** **11** **BROADCAST
      AND LICENSE RIGHT**





As of December 31,2007
            
            2006Prepaid
                license fee for television program broadcast right
            
            $
            537,533
            
            $
            -Prepaid
                broadcasting network fee
            
            
            508,628
            
            
            -1,046,161
            
            
            -Less:
                accumulated amortization
            
            
            (140,829
            )
            
            -Less:
                impairment charges
            
            
            (905,332
            )
            
            -Broadcast
                and license right, net
            
            $
            -
            
            $
            -





The
      prepaid license fee for television program broadcast right and broadcasting
      network fee are subject to the amortization over the terms of the license life
      in 2 years, on episode airing basis, upon the release of TV
      programs.





Amortization
      expense was $140,829 for the year ended December 31, 2007.





For
      the
      year ended December 31, 2007, the Company tested for recoverability of broadcast
      and license right related
      to the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      and recognized an impairment charge of $905,332 accordingly.





**NOTE
      -** **12** **INDEBTEDNESS**





(a)  Letters
      of credit





The
      Company’s subsidiary operating in Hong Kong is committed under certain letters
      of credit and other trust receipt loans issued by DBS Bank (Hong Kong) Ltd
      and
      The Hongkong and Shanghai Banking Corporation Limited, independent financial
      institutions in Hong Kong, totaling $484,006 expiring through March
      2008.





(b)  Bank
      loans





The
      Company’s subsidiary operating in Hong Kong is committed under certain secured
      bank term loans bearing interest at the rates ranging from 6.25% per annum
      to
      11.24% per annum as of December 31, 2007, payable in monthly installments until
      it is paid in full. As of December 31, 2007, total amounts outstanding under
      bank loans were $791,010.





(c)  Convertible
      promissory note





On
      February 14, 2007, the Company issued a convertible promissory note (the “Note”)
      to a third party, Sabana Investments LLC, for the amount of $500,000 and bearing
      interest at 20% per annum. The term of the Note was for 90 days and matured
      on
      May 15, 2007. The Note allowed 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.





On
      March
      12, 2007, the Company and Sabana Investments LLC agreed to reduce the loan
      amount from $500,000 to $370,000 and waived the interest charge to compensate
      the amendment in the Note.





On
      May
      15, 2007, the Company has reached a mutual agreement with Sabana Investments
      LLC
      to extend the maturity date of the Note of 90 days to August 15,
      2007.





On
      August
      21, 2007, the Company has reached a mutual agreement with Sabana Investments
      LLC
      to extend the maturity date of the Note of 90 days to November 15,
      2007.





On
      October 15, 2007, the Company made a full cash settlement of $370,000 to Sabana
      Investments LLC to settle with the Note.





**NOTE
      -** **13** **OBLIGATION
      UNDER CAPITAL LEASE**





In
      2007,
      the Company purchased part of its studio equipment and financed these equipment
      with a capital lease arrangement with Dah Sing Bank, Limited, an independent
      financial institution in Hong Kong, with an interest rate of 9.83% per annum,
      due July 30, 2009 and repayable $13,615 principal and interest
      monthly.





F-16




The
      obligation under the capital lease is as follows:





As of December 31,2007
            
            2006Capital
                lease
            
            $
            238,678
            
            $
            -Less:
                current portion
            
            
            (146,416
            )
            
            -$
            92,262
            
            $
            -





Future
      payments as of December 31, 2007 on the equipment lease are as
      follows:





Years
      ending December 31:





2008
            
            $
            163,3852009
            
            
            95,308258,693Less:
                interest
            
            
            (20,015
            )Present
                value of net minimum obligation
            
            $
            238,678





The
      Company’s studio equipment is held under capital lease and the related
      depreciation is included in depreciation expense (see Note 10).





**NOTE
      -** **14** **INCOME
      TAXES**





The
      Company is registered in the US and has operations in three jurisdictions:
      the
      US, Hong Kong and the PRC. The operation in the US has incurred net operating
      losses for income tax purposes. The Company generated substantially its net
      income from the operation of its subsidiaries in Hong Kong and subject to the
      Hong Kong tax jurisdiction. The Company has recorded income tax expense for
      the
      years ended December 31, 2007 and 2006.





The
      components of (loss) income before income taxes and minority interest separating
      US, Hong Kong and the PRC tax jurisdictions are as follows:





Years ended December 31,2007
            
            2006Tax
                jurisdictions from:Loss
                subject to the US tax
            
            $
            (5,745,385
            )
            $
            (11,570,144
            )Income
                subject to Hong Kong tax
            
            
            4,628,281
            
            
            2,140,291(Loss)
                income subject to the PRC tax
            
            
            (3,980,832
            )
            
            4,788Loss
                before income taxes and minority interest
            
            $
            (5,097,936
            )
            $
            (9,425,065
            )





*United
      States of America*





AAGH
      is
      registered in the State of Nevada and is
      subjected to US tax law.





As
      of
      December 31, 2007, the US operation had $17,873,058 net operating losses
      available for federal tax purposes, which are available to offset future taxable
      income. The net operating loss carry forwards begin to expire in 2027. The
      Company has provided for a full valuation allowance of $6,076,840 for future
      tax
      benefits from net operating loss carryforwards as the management believes it
      is
      more likely than not that these assets will not be realized in the
      future.





*Hong
      Kong*





For
      the
      years ended December 31, 2007 and 2006, income tax expense represented Hong
      Kong
      profits tax of $738,222 and $418,166 for AAGH’s subsidiary, Sino Trade 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 income before
      income taxes to the effective tax rate for the Hong Kong subsidiary as
      follows:





F-17




Years ended December 31,2007
            
            2006Income
                before income taxes
            
            $
            4,646,989
            
            $
            2,149,800Hong
                Kong profits tax rate
            
            
            17.5
            %
            
            17.5
            %Income
                tax expense at statutory tax rate
            
            
            813,223
            
            
            376,215Tax
                effect of non-assessable income and non-deductible
                expenses
            
            
            (75,001
            )
            
            41,951Change
                in deferred taxes
            
            
            72,387
            
            
            27,595Income
                tax expense at its effective tax rate
            
            $
            810,609
            
            $
            445,761





Its
      effective income tax rates for the years ended December 31, 2007 and 2006 were
      17.4% and 20.7%. Income taxes payable as of December 31, 2007 and 2006 consists
      of Hong Kong profits tax of $435,768 and $339,343.





*The
      PRC*





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 the year ended December 31, 2007.





On
      March
      16, 2007, the National People’s Congress approved the Corporate Income Tax Law
      of the PRC (the “New CIT Law”). The New CIT Law, among other things, imposes a
      unified income tax rate of 25% for both domestic and foreign invested
      enterprises with effect from January 1, 2008. Wah Mau is considered a foreign
      invested enterprise and its ultimate applicable effective tax rate in 2008
      and
      beyond will depend on many factors, including but not limited to whether certain
      of its legal entity will be subject to a transitional policy under the New
      CIT
      Law, whether Wah Mau can continue to enjoy the unexpired tax
      holidays.





As
      of
      December 31, 2007, the aggregate cumulative tax losses of $19,475,843 are
      available to be carried forward indefinitely to offset future taxable income,
      if
      unutilized. The deferred tax assets as of December 31, 2007 consists mainly
      of
      tax losses from differing tax regimes and for which a full valuation allowance
      has been provided, as the management believes it is more likely than not that
      these assets will not be realized in the future.




The
      following table sets forth the significant components of the aggregate net
      deferred tax assets of the Company as of December 31, 2007:





Net
      operating loss carryforwards from:





US
                tax
            
            $
            6,076,840The
                PRC tax
            
            
            240,417Total
                deferred tax assets
            
            
            6,317,257Less:
                valuation allowance
            
            
            (6,317,257
            )Net
                deferred tax assets
            
            $
            -





**NOTE
      —15****STOCKHOLDERS’ EQUITY**





*(a)**Series
      A Convertible 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 Series A 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) days 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) days
      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-18




As
      of
      December 31, 2007, the number of authorized and outstanding shares of the
      Company’s Series A Preferred Stock was 500,000 shares and 400,000 shares,
      respectively.





*(b)*  *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.





As
      of
      December 31, 2007, the number of authorized and outstanding shares of the
      Company’s common stock was 300,000,000 shares and 129,862,000 shares,
      respectively.





**NOTE
      -** **16** **STOCK-BASED
      COMPENSATION**





During
      the year ended December 31, 2007, 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 dated August 18, 2006 (the “Agreement”).





Details
      of the stock-based compensations made during the year ended December 31, 2007
      are as follows:





*(a)*  *Common
      stock issued and to be issued*





During
      the year ended December 31, 2007, 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 Agreement. The shares of
      common stock issued or to be issued are as follows:





(i)
            26,500,000
                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 26,500,000 unrestricted shares
                of
                common stock granted was $2,757,325. The shares were issued under
                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; and





(ii)
            Pursuant
                to the Agreement, 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. 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 Agreement. The fair value was based on the quoted market
                value of
                the Company’s common stock as at the date of the Agreement. As of December
                31, 2007, the shares earned had not been issued and accordingly,
                the
                common stock to be issued are presented in the stockholders’ equity
                section of the consolidated balance sheets under the caption “Common stock
                to be issued”. Upon the issuance of the 2,000,000 shares of restricted
                common stock, the par value of the 2,000,000 shares of restricted
                common
                stock totaling $2,000 will be transferred to common stock issued
                and
                outstanding. The excess of $412,000 will be recognized as a reduction
                to
                the additional paid-in capital; and





(iii)
            28,500,000
                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 28,500,000 unrestricted shares
                of
                common stock granted was $2,536,500. The shares were issued under
                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 August 27, 2007.




F-19


*(b)*  *Conversion
      of 100,000 shares of Series A, Convertible Preferred Stock (“Series A Preferred
      Stock”)*





On
      October 9, 2007, the Company authorized the conversion of 100,000 shares of
      Series A Preferred Stock at a ratio of 1:200 into 20,000,000 shares of 144
      restricted common stock to Mr. Michael Mak, Chief Executive Officer pursuant
      to
      the Agreement. Upon the conversion of the 100,000 shares of Series A Preferred
      Stock, the par value of common stock totaling $20,000 is recognized as common
      stock issued and outstanding. The excess of $19,900 is recognized as a reduction
      to the additional paid-in capital.





Details
      of the stock-based compensations made during the year ended December 31, 2006
      are as follows:





*(a)*  *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 the Agreement, 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 Agreement
                (See
                Note 22(d)).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 Agreement.
                The
                fair value was based on the quoted market value of the Company’s common
                stock as at the date of the 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 issuance 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.





*(b)*
            *Series
                A Preferred Stock to be issued*





Pursuant
      to the Agreement, (See Note 22(d)) 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. As of December 31, 2006, no Series A Preferred
      Stock had been issued. Accordingly, the
      Series A Preferred Stocks to be issued are presented in the stockholders’ equity
      section of the consolidated balance sheet under the caption “Preferred stock, to
      be issued”. Upon
      the
      issue of the Series A Preferred Stock, the par value of the Series A Preferred
      Stock will be recognized as Series A Preferred Stock issued and outstanding
      and
      the excess will be recognized as an addition to the additional paid-in capital.





**NOTE
      -** **17**  **NET
      LOSS PER SHARE**





Basic
      loss per share is computed as net loss divided by the weighted average number
      of
      common shares outstanding for the period. Diluted loss per share 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 loss
      per
      share 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, 2007, did not assume the exercise of the potential
      dilution of 400,000 shares of Series A Preferred Stock to be issued as the
      exercise of such preferred stock is anti-dilutive.




F-20




**NOTE –
      18**  **PENSION
      PLANS**





The
      Company's Hong Kong subsidiaries, Sino Trade, Idea Asia and CMP participate
      in a
      defined contribution pension scheme under the Mandatory Provident Fund Schemes
      Ordinance ("MPF Scheme") for all of its eligible employees in Hong
      Kong.





The
      MPF
      Scheme is available to all employees aged 18 to 64 with at least 60 days of
      service in the employment in Hong Kong. Contributions are made by the Company's
      Hong Kong subsidiaries operating in Hong Kong at 5% of the participants'
      relevant income with a ceiling of HK$20,000. The participants are entitled
      to
      100% of the Hong Kong subsidiaries' contributions together with accrued returns
      irrespective of their length of service with them, but the benefits are required
      by law to be preserved until the retirement age of 65. The total contributions
      made for MPF Scheme were $3,644 and $4,016 for the years ended December 31,
      2007
      and 2006, respectively.





Under
      the
      PRC Law, full-time employees of the Company's subsidiary, Wah Mau is entitled
      to
      staff welfare benefits including medical care, welfare subsidies, unemployment
      insurance and pension benefits through a China government-mandated
      multi-employer defined contribution plan. Wah Mau is required to accrue for
      these benefits based on certain percentages of the employees' salaries. The
      total contributions made for such employee benefits were $4,976 and $1,198
      for
      the years ended December 31, 2007 and 2006, respectively.





**NOTE –
      19**  **STATUTORY
      RESERVES**





Under
      the
      PRC Law the Company’s subsidiary, Wah Mau is required to make appropriations to
      the statutory reserve based on after-tax net earnings and determined in
      accordance with generally accepted accounting principles of the PRC (the “PRC
      GAAP”). Appropriation to the statutory reserve should be at least 10% of the
      after-tax net income until the reserve is equal to 50% of the registered
      capital. The statutory reserve is established for the purpose of providing
      employee facilities and other collective benefits to the employees and is
      non-distributable other than in liquidation.





As
      Wah
      Mau has recorded a net operating loss under the PRC GAAP for the years ended
      December 31, 2007 and 2006, no appropriation to statutory reserves was made
      during these periods.





**NOTE
      -** **20**  **SEGMENT
      INFORMATION**





(a)  Segment
      information





The
      Company’s business units have been aggregated into two reportable segments:
      Media and Advertising Business and TV Entertainment Business, as defined by
      SFAS
      131. The Company operates these segments in Hong Kong and the PRC and all of
      the
      identifiable assets of the Company are located in Hong Kong and the PRC during
      the period presented.





The
      accounting policies of the segments are the same as those described in the
      summary of significant accounting policies (see Note 3). The Company had no
      inter-segment sales for the years ended December 31, 2007 and 2006. The
      Company’s reportable segments are strategic business units that offer different
      products and services. They are managed separately because each business
      requires different technology and marketing strategies.





Summarized
      financial information concerning the Company’s reportable segments is shown in
      the following table for the years ended December 31, 2007 and 2006:


Year ended December 31, 2007Media andAdvertisingBusiness
              
              TVEntertainment
                  Business
              
              Corporate
              
              TotalOperating
                  revenues
              
              $
              10,664,613
              
              $
              118,961
              
              $
              -
              
              $
              10,783,574Cost
                  of revenues
              
              
              (3,495,128
              )
              
              (955,733
              )
              
              -
              
              
              (4,450,861
              )Gross
                  profit (loss)
              
              
              7,169,485
              
              
              (836,772
              )
              
              -
              
              
              6,332,713Impairment
                  charges
              
              
              -
              
              
              2,000,000
              
              
              -
              
              
              2,000,000Depreciation
                  and amortization
              
              
              127,348
              
              
              64,009
              
              
              9,530
              
              
              200,887Net
                  income (loss)
              
              $
              3,767,162
              
              $
              (3,930,322
              )
              $
              (5,745,385
              )
              $
              (5,908,545
              )Expenditure
                  for long-lived assets
              
              $
              3,306
              
              $
              2,059,595
              
              $
              -
              
              $
              2,062,901
  F-21


In
      October 2007, the Company commenced the TV Entertainment Business and launched
      the broadcast of “ *Who
      Wants To Be a Millionaire?* ”
TV
      program in the PRC.


Year ended December 31, 2006Media andAdvertisingBusiness
              
              TVEntertainment
                  Business
              
              Corporate
              
              TotalOperating
                  revenues
              
              $
              5,157,174
              
              $
              -
              
              $
              22,000
              
              $
              5,179,174Cost
                  of revenues
              
              
              (1,901,613
              )
              
              -
              
              
              -
              
              
              (1,901,613
              )Gross
                  profit (loss)
              
              
              3,255,561
              
              
              -
              
              
              22,000
              
              
              3,277,561Impairment
                  charges
              
              
              -
              
              
              -
              
              
              -
              
              
              -Depreciation
                  and amortization
              
              
              136,560
              
              
              -
              
              
              144,164
              
              
              280,724Net
                  income (loss)
              
              $
              1,708,827
              
              $
              (8,996
              )
              $
              (11,570,944
              )
              $
              (9,871,113
              )Expenditure
                  for long-lived assets
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -


(b)  Geographic
      information





The
      Company operates primarily in Hong Kong and the PRC. The Company's geographic
      sales as a percent of total revenue are as follows:





Years
                ended December 31,2007
            
            2006US
            
            $
            -
            
            $
            22,000Hong
                Kong
            
            
            10,664,613
            
            
            5,157,174The
                PRC
            
            
            118,961
            
            
            -$
            10,783,574
            
            $
            5,179,174





As
      of
      December 31, 2007, 38% of the Company’s long-lived assets were located in the
      PRC and 62% in Hong Kong.





**NOTE
      -** **21**  **CONCENTRATIONS
      OF RISK**





The
      Company is exposed to the followings concentrations of risk:





(a)  Major
      customers





For
      the
      year ended December 31, 2007, customers who account for 10% or more of revenues
      are presented as follows:




Year
                ended December 31, 2007
            
            As
                of
              December 31, 2007Customers
            
            Revenues
            
            Percentage
              of
                revenues
            
            Accounts
              receivable,
                tradeCustomer
                A
            
            $
            1,626,349
            
            15%
            
            $
            298,754Customer
                B
            
            
            1,440,245
            
            13%
            
            
            443,308Customer
                C
            
            
            1,279,003
            
            12%
            
            
            434,285Customer
                D
            
            
            1,277,377
            
            12%
            
            
            270,026Customer
                E
            
            
            1,253,951
            
            12%
            
            
            407,072Customer
                F
            
            
            1,158,256
            
            11%
            
            
            268,095Customer
                G
            
            
            1,088,408
            
            10%
            
            
            372,138Total:
            $
            9,123,589
            
            85%
            Total:
            $
            2,493,678


F-22


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 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.





(b)  Major
      vendors





For
      the
      year ended December 31, 2007, vendors who account for 10% or more of purchases
      are presented as follows:




Year
                ended December 31, 2007
            
            As
                of
              December 31, 2007Vendors
            
            Purchases
            
            Percentage
              of
                purchases
            
            Accounts
              payableVendor
                A
            
            $
            1,726,923
            
            39%
            
            $
            366,785Vendor
                B
            
            
            1,036,154
            
            23%
            
            
            -Vendor
                C
            
            
            732,051
            
            16%
            
            
            111,218Total:
            $
            3,495,128
            
            78%
            Total:
            $
            478,003





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.





(c)  Credit
      risk





Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and trade accounts receivable. The
      Company performs ongoing credit evaluations of its customers’ financial
      condition, but does not require collateral to support such
      receivables.





(d)  Interest
      rate risk





As
      the
      Company has no significant interest-bearing assets, the Company’s income and
      operating cash flows are substantially independent of changes in market interest
      rates.





The
      Company’s interest-rate risk arises from long-term borrowings. Borrowings issued
      at variable rates expose the Company to cash flow interest-rate risk. Borrowings
      issued at fixed rates expose the Company to fair value interest-rate risk.
      Company policy is to maintain approximately all of its borrowings in fixed
      rate
      instruments. As of December 31, 2007, all of borrowings were at fixed
      rates.





(e)  Exchange
      rate risk





The
      reporting currency of the Company is the US dollars, to date the majority of
      the
      revenues and costs are denominated in RMB and a significant portion of the
      assets and liabilities are denominated in RMB. As a result, the Company is
      exposed to foreign exchange risk as its revenues and results of operations
      may
      be affected by fluctuations in the exchange rate between US dollars and RMB.
      If
      the RMB depreciates against the US dollars, the value of the RMB revenues and
      assets as expressed in US dollars financial statements will decline. The Company
      does not hold any derivative or other financial instruments that expose to
      substantial market risk.





**NOTE
      -** **22**  **COMMITMENT
      AND CONTINGENCIES**





(a) 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.





(b) 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, due April 30, 2008 and June 30, 2008. None of the leases
      included contingent rentals.


F-23


Total
      rent expenses for the years ended December 31, 2007 and 2006 was $152,338 and
      $17,536.





Future
      minimum rental payments due under a non-cancelable operating lease are as
      follows:




Year
                ending December 31:2008
            
            
            63,907





(c)  Contractual
      obligations





The
      Company has incurred various contractual obligations and financial commitments
      in the normal course of the operating and financing activities. The following
      table illustrates the expected future contractual cash obligations as of
      December 31, 2007.


Payments
                  due before December 31,2008
              
              2009
              
              TotalInterest
                  charges
              
              $
              45,544
              
              $
              3,783
              
              $
              49,327Indebtedness
              
              
              1,415,021
              
              
              98,672
              
              
              1,513,693Total:
              
              $
              1,460,565
              
              $
              102,455
              
              $
              1,563,020




(d)  Employment
      agreement





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, 400,000 shares of the
      Series A Convertible Preferred Stock have not been issued due purely to an
      administrative delay.





**NOTE 
      -** **23** **COMPARATIVE
      FIGURES**





Certain
      amounts in the prior periods presented have been reclassified to conform to
      the
      current period financial statement presentation.





**NOTE
      -** **24**  **SUBSEQUENT
      EVENTS**





On
      February 15, 2008, the Board of the Company decided to suspend the production
      of
      new episodes for “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      due to the poor performance of the sales and distribution team.





On
      February 25, 2008, its subsidiary, China Media Power Limited (“CMP”) decided to
      discontinue the “ *Who
      Wants To Be a Millionaire?* ”
TV
      show
      and will consummate the business restructuring plan. Idea Asia Limited, a
      subsidiary issued a demand note to CMP for a repayment of $875,338 loans due
      on
      February 29, 2008. The Company considered that no additional charges associated
      with the business restructuring would be anticipated.





On
      April
      14, 2008, the Company approved the restatement of 2006 financial
      statements.




F-24


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




Based
      on
      their evaluation as of December 31, 2007, our Chief Executive Officer and Chief
      Financial Officer have concluded that our disclosure controls and procedures
      (as
      definded in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934, as amended) were sufficiently effective to ensure that the information
      required to be disclosed by us in this Annual Report on Form 10-K was recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and instructions for Form 10-K.





**ITEM
      9A. Controls and Procedures**




**Management’s
      Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934, as amended). Our management assessed the
      effectiveness of our internal control over financial reporting as of December
      31, 2007. In making this assessment, our management used the criteria set forth
      by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
      in ‘Internal Control – Integrated Framework.’ Our management has concluded that,
      as of December 31, 2007, our internal control over financial reporting is
      effective based on these criteria. Our independent registered public accounting
      firm, Zhong Yi (Hong Kong) C.P.A. Company Limited, **** have
      issued an audit report on our assessment of our internal control over financial
      reporting, which is included herein.





There
      were no changes in our internal controls over financial reporting during the
      quarter ended December 31, 2007 that have materially affected, or are reasonably
      likely to materially affect our internal controls over financial
      reporting.





Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      does not expect that our disclosure controls and procedures or our internal
      controls will prevent all error and all fraud. A control system, no matter
      how
      well conceived and operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within Asia Global Holdings Corp. have been detected.




**Item
      9B. Other Information**




On
      January 31, 2007, the Company filed with the Commission a Form S-8 registering
      30,000,000 shares of the Company’s Common Stock pursuant to the 2007
      Non-Qualified e Incentive Stock Compensation Plan, which was filed as part
      of
      the Form S-8 filing. As of the this filing, all 30,000,000 shares registered
      under the Form S-8 have been issued.





On
      March
      13, 2007, the Company filed a Form 8-K stating that it had entered into a
      Convertible Promissory Note (“Note”) with Sabana Investments, LLC for the amount
      of Five Hundred Thousand Dollars ($500,000) at Twenty Percent (20%) Interest.
      The term of the Note is for Ninety (90) days. As of the date of the filing,
      the
      amount funded was Three Hundred Fifty Thousand Dollars ($350,000) with an
      interest of Seventy Thousand Dollars ($70,000).





On
      March
      20, 2007, the Company filed a Form 8-K stating that it had received the
      resignation of its independent auditors, Clancy & Co., P.L.L.C. on February
      15, 2007. The Company further stated that it had engaged HLB Hodgson Impey
      Cheng
      as the Company’s new independent auditors as of February 15, 2007.





On
      May
      16, 2007, the Company filed with the Commission a Form 8-K/A stating that the
      Form 8-K filed with the Commission on March 12, 2007, discussing the entrance
      into a Convertible Promissory Note (“Note”) with Sabana
      Investments, LLC and the amount of such Note was incorrectly stated. The correct
      amount of the Note was Three Hundred Seventy Thousand Dollars ($370,000) with
      total interest of Seventy-Four Thousand Dollars ($74,000).





On
      July
      17, 2007, the Company filed with the Commission a Form 8-K stating that HLB
      Hodgson Impey Cheng had resigned as the Company’s independent auditors. Further,
      the Company
      engaged the accounting firm of Zhong Yi (Hong Kong) C.P.A. Company Limited
      as
      the Company’s independent registered public accounting firm as of July 26,
      2007.





On
      August
      21, 2007, the Company filed with the Commission a Form 8-K stating that it
      had
      reached a mutual agreement for a sixty (60) day extension to repay a loan from
      Sabana Investments, LLC, pursuant to Item 2.03 filed on Form 8-K with the
      Commission on March 12, 2007.





On
      August
      21, 2007, the Company filed with the Commission a Form S-8 registering
      25,000,000 shares of the Company’s Common Stock pursuant to the 2007
      Non-Qualified e Incentive Stock Compensation Plan, which was filed as part
      of
      the Form S-8 filing. As of this filing, all 25,000,000 shares registered under
      the Form S-8 have been issued.





On
      October 5, 2007, the Company filed with the Commission a Form 8-K stating that
      it had filed an Amended Certificate of Designation with the Secretary of State
      of Nevada, amending the Series A Convertible Preferred Shares (“Series A
      Shares”) designation to allow each share of the Series A Shares to be voted on
      an “as-if converted” basis and shall vote with the Common Stock.




28


On
      October 10, 2007, the Company filed with the Commission a Form 8-K stating
      that
      it had authorized the issuance of 500,000 Series A Convertible Preferred Shares
      (“Series A Shares”) to Mr. Michael Mak. Further, the Form 8-K stated that the
      Company had authorized the conversion of 100,000 shares of the Series A Shares
      held by Mr. Michael Mak. The 100,000 shares of Series A Shares converted to
      20,000,000 144 Restricted Shares of the Company’s Common Stock.





On
      October 16, 2007, the Company filed with the Commission a Form 8-K stating
      that
      it had repaid $370,000 to Sabana Investments, LLC pursuant to a Convertible
      Promissory Note, which was filed on Form 8-K dated March 13, 2007.





On
      November 27, 2007, the Company filed with the Commission a Form 8-K stating
      that
      is had filed a Certificate of Amendment with the Secretary of State of Nevada
      amending the amount of total authorized stock from 200,000,000 at a par value
      of
      $0.001 to 300,000,000 at a par value of $0.001. The Certificate of Amendment
      was
      filed on November 5, 2007.





**PART
      III.**





**Item
      10. Directors, Executive Officers and Corporate Governance.**





DIRECTORS
      AND EXECUTIVE OFFICERS




Our
      directors and officers, as of December 31, 2007, 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
            
            62
            
            Chief
                Executive Officer, Interim
            
            2004Financial
                Officer and DirectorJohn
                A. Leper
            
            52
            
            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.




(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.




29




AUDIT
      COMMITTEE




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





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




CODE
      OF
      ETHICS




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




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
      11. Executive Compensation**




**COMPENSATION
      DISCUSSION AND ANALYSIS**





***Background
      and Compensation Philosophy***





Our board of directors consists
      of two individuals :
      (1)
      Michael Mak, our Chief Executive Officer, Interim Chief Financial Officer and
      beneficial owner of 24.25% of our common stock; and (2) John Leper, our
      Secretary. Our board of directors
      have historically determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation
      paid to similarly situated executives in comparably sized companies and
      contributions made by the officers’ to our success.
      Each of the named officers will be measured by a series of performance criteria
      by the board of directors ,
      or the
      compensation committee when it is established, on
      a
      yearly basis. Such criteria will be set forth based on certain objective
      parameters such as job characteristics, required professionalism, management
      skills, interpersonal skills, related experience, personal performance and
      overall corporate performance.





Our board of directors
      have not
      adopted or established a formal policy or procedure for determining the amount
      of compensation paid to our executive officers. Mr. Mak has
      been
      and may continue to be involved when our board of directors deliberate
      compensation issues related to his
      or Mr. Leper’s compensation.





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





***Elements
      of Compensation***





We
      provide our executive officers solely with a base salary to compensate them
      for
      services rendered during the year. Our policy of compensating our executives
      with a cash salary has served us well.
      Because of our history of attracting and retaining executive talent, we do
      not
      believe it is necessary at this time to provide our executives discretionary
      bonuses, equity incentives, or other benefits in
      order for us to
      continue to be successful.





***Base
      Salary***





The
      yearly base salary of Mr. Michael Mak for the years of 2006 and 2007 was $60,000
      of which only $30,000 was paid in 2006 and $0 was paid in 2007. Mr. John Leper
      received no salary in 2007 or 2006.





***Discretionary
      Bonus***





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




30


***Equity
      Incentives***





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





***Retirement
      Benefits***





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





***Perquisites***





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





***Deferred
      Compensation***





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





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





**SUMMARY
      COMPENSATION TABLE**


Name and
                Position
              
              Year
              
              Salary
                ($)
              
              Bonus
                Shares
                ($)
              
              Stock
                Awards
                ($)
              
              Option
                Awards
                ($)
              
              Non-Equity
                Incentive Plan
                Compensation
                ($)
              
              Nonqualified
                Deferred
                Compensation
                Earnings ($)
              
              All Other
                Compensation
                ($)
              
              Total ($)Michael
                  Mak, CEO & CFO
              
              
              2007
              
              
              60,000
              
              
              260,877
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              320,877John
                  Leper,
                Secretary
              
              
              2007
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0


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




**SERVICE
      AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS**





On
      August
      18, 2006,
      we entered
      into an Employment Agreement with our Chief Executive Officer, Mr. Michael
      Mak,
      which will remain effective until August 17, 2011. After August 17, 2011, the
      Employment Agreement will continue for a further term of five years unless
      otherwise terminated by the respective parties to the Employment Agreement
      giving at least forty-five (45) days notice in writing to the counterparty
      to such agreement. The Employment Agreement may be terminated if Mr. Mak commits
      a breach of his Employment Agreement, (a)
      has
      been convicted of a felony involving dishonesty, fraud, theft or embezzlement;
      (b) has repeatedly failed or refused, after written notice from AAGH, in a
      material respect to follow reasonable policies or directives established by
      AAGH; (c) has willfully and persistently failed, after written notice from
      AAGH,
      to attend to material duties or obligations imposed upon him under this
      Agreement; (d) has performed an act or failed to act, which, if he were
      prosecuted and convicted, would constitute a felony involving One Thousand
      Dollars ($1,000) or more of money or property of AAGH; or (e) has misrepresented
      or concealed a material fact for purposes of securing employment with AAGH
      or
      this Employment Agreement. There are no benefits payable to Mr. Mak upon
      termination of his Employment Agreement. The Employment Agreement covers the
      terms of employment, such as salary and bonuses. Under the terms of the
      Employment Agreement, Mr. Mak will be paid an annual salary of $60,000, payable
      in equal monthly installments. In addition, Mr. Mak will be eligible for an
      annual cash performance bonus ranging from 0% to 120% of eligible salary;
      received a signing bonus of 2,000,000 shares of 144 Restricted Common Stock;
      and
      received a stock award of 500,000 shares of the Company’s Series A Convertible
      Preferred Stock. A copy of Mr. Mak’s Employment Agreement was filed as Exhibit
      10.1 of the Form 8-K filed with the Commission on October 30, 2006.





We
      will
      bear all travelling and travel-related expenses, entertainment expenses and
      other out-of-pocket expenses reasonably incurred by Mr.
      Mak
      or Mr. Leper in
      the
      process of discharging their respective duties on our behalf.





Except
      as
      disclosed herein, we
      have no other
      existing or proposed agreements with any of
      our officers
      and directors .





**BONUSES
      AND DEFERRED COMPENSATION**





In
      addition, we
      will pay
      to
      Mr. Michael Mak an incentive bonus based on performance as evaluated during
      the
      performance review process. Currently, the bonus potential ranges from 0% to
      120% of Mr. Mak’s annual salary.




31


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





**OPTION
      GRANTS IN THE LAST FISCAL YEAR**





We
      did
      not grant any options or stock appreciation rights to our named executive
      officers or directors in the fiscal year 2007. As of December 31, 2007, none
      of
      our executive officers or directors owned any of our derivative
      securities.





**INDEMNIFICATION
      OF DIRECTORS AND EXECUTIVE OFFICERS**





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





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





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





**Compensation
      of Directors**




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





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




**Security
      Ownership - Certain Beneficial Owners**




Beneficial
      ownership is shown as of March 24, 2008, 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, 2007, 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 1601-1604 CRE Centre, 889 Cheung Sha Wan Road,
      Kowloon, Hong Kong.




**Security
      Ownership - Certain Beneficial Owners**





AmountAnd
            
            
            
            PercentageNature
                of
            
            
            
            of
                ClassBeneficial
            
            
            
            BeneficiallyBeneficial
                Owner (including address)
            
            Title of class
            
            Ownership (1)
            
            Total
            
            OwnedStanford
                International Holding Corporation(2)
            
            
            Common
            
            
            11,500,000
            D
            
            11,500,000
            
            
            
            
            
            8.9
            %834
                S. Broadway, 5thFloor, Los Angeles, CA 90014




Notes:





(1)
            (D)
                stands for direct ownership; (I) stands for indirect
                ownership





(2)
            Michael
                Mak, our Chief Executive Officer, interim Chief Financial Officer
                and
                Director, is also the Chief Executive Officer and beneficial owner
                of 100%
                of Stanford International Holding Corporation (“Stanford”). According to
                the Schedule 13D filed with the Commission on June 28, 2004, by Stanford,
                in which Stanford owns 11,500,000 shares (approximately 8.9%) of
                our
                issued and outstanding Common
                Stock.




32




**Security
      Ownership – Management**





AmountAnd
            
            
            
            PercentageNature of
            
            
            
            of ClassBeneficial
            
            
            
            BeneficiallyBeneficial Owner (including address)
            
            Title of class
            
            Ownership (1)
            
            Total
            
            OwnedMichael
                Mak (3)(4)(5)
            
            
            Common
            
            
            20,000,000
            (2) D
            
            20,000,000
            
            
            15.4
            %1601-1604
                CRE Centre, 889 Cheung Sha Wan RoadKowloon,
                Hong KongJohn
                Leper (4)(5)1601-1604
                CRE Centre, 889 Cheung Sha Wan Road
            
            
            -
            
            
            -
            
            
            -
            
            
            -Kowloon,
                Hong KongAll
                officers & directors (as a group)
            
            
            -
            
            
            20,000,000
            
            
            20,000,000
            
            
            15.4
            %





Notes:





(1)
            (D)
                stands for direct ownership; (I) stands for indirect
                ownership





(2)
            Pursuant
                to an Employment Agreement (dated August 18, 2006) with Mr. Michael
                Mak,
                our Chief Executive Officer, Mr. Mak received 500,000 shares of Series
                A
                Convertible Preferred Stock (“Series A Shares”), which is convertible to
                100,000,000 shares of the Company’s Common Stock. On October 9, 2007, Mr.
                Mak requested that 100,000 shares of the Series A Shares be converted
                into
                20,000,000 144 Restricted shares of the Company’s Common Stock, which have
                been included as part of Mr. Mak’s total beneficial
                ownership.





(3)
            Mr.
                Michael Mak, our Chief Executive Officer, interim Chief Financial
                Officer
                and director, has 400,000 shares of Series A Convertible Preferred
                Stock
                (“Series A Shares”), which is convertible to 80,000,000 Shares of the
                Company’s Common Stock. Pursuant to the Certificate of Designation, the
                Series A Shares have the right to vote as if converted. If Mr. Mak
                was to
                convert all his Series A Shares and pursuant to his Employment Agreement,
                issuance of 2,000,000 shares of the Company’s Common Stock as a bonus, the
                total outstanding would increase to 211,862,000 shares. Mr. Mak,
                through
                his holdings and that of Stanford would then control 53.6% of the
                Company’s outstanding shares.





(4)
            Officer





(5)
            Director





**Changes
      in Control**





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





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





**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
            
            
            55,000,000
            (1)
            $
            0.089
            (2)
            
            0Equity
                compensation plans not approved by security holders
            
            
            -
            
            
            -
            
            
            -Total
            
            
            55,000,000
            
            $
            0.089
            
            
            0





(1)
            2007
                Stock Compensation Plan (30,000,000 shares filed with the Commission
                on
                Form S-8 on January 31, 2007) and 2007 Stock Compensation Plan #2
                (25,000,000 shares filed with the Commission on Form S-8 on August
                21,
                2007)


(2)
            Based
                on the average high and low on the dates of when the compensation
                plans
                were filed with the Commission. (2007 Stock Compensation Plan: Average
                $0.104 per share; 2007 Stock Compensation Plan #2: Average $0.074
                per
                share.)




33




**Item
      13. 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. In November of 2005, we started
      to
      pay a monthly rent of $995 directly to this unrelated third party. During the
      twelve months ended December 31, 2007, payments to Stanford related to rent
      were
      $13,885 (2006: $9,600).




**Amounts
      Due From/To Affiliate**





Currently
      we have $492,140 and $38,053 due from Michael Mak and Claude Yuen respectively
      and $106,208 due to Ng Hing respectively.




**Director
      Independence**





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





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




The
      following is a summary of the fees billed to us by HLB Hodgson Impey Cheng
      (“HLB”), the Company’s former auditors, Clancy and Co., P.L.L.C. ("Clancy" for
      the services rendered during the year ended December 31, 2006) and the Company's
      current auditors, Zhong Yi (Hong Kong) C.P.A. Company Limited ("Zhong") for
      professional services rendered for the years ended December 31, 2007 and 2006:


2007
              
              2006Service
              
              Zhong
              
              HLB
              
              Clancy
              
              HLB
              
              ClancyAudit
                  Fees
              
              $
              70,000
              
              $
              32,000
              
              $
              16,750
              
              $
              150,000
              
              $
              33,550Audit
                  Related
              
              
              3,500
              
              
              5,000Fees
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              —Tax
                  Fees
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              —All
                  Other Fees
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              —TOTAL
              
              $
              73,500
              
              $
              37,000
              
              $
              16,750
              
              $
              150,000
              
              $
              33,550




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.




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




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




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





**Item
      15. Exhibits, Financial Statement Schedules.**





(a)
      Financial Statements





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




34




(b)
      Exhibits




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




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




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





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





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




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





3.1
            Form
                of Stock Certificate (Exhibit 4.1 to Registration Statement on Form
                SB-2
                filed with the Commission on April 25,
                2002)





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


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




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




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




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




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




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


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




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


21
            *Subsidiaries
                List (filed herewith)




23
            *Consent
                of Registered Public Accounting Firm - HLBHodgson
                Impey Cheng (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)




*
      - Filed
      herein




35





**SIGNATURES**




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


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


Dated:
      April 14, 2008





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities indicated on April 14, 2008.




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 re-substitution, 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-K 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 A. Leper
            
            Secretary
                and DirectorJohn
                A. Leper




36