**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549









**FORM
        10-KSB / A#3**







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


**EXCHANGE
      ACT OF 1934**


For
      the
      fiscal year ended December 31, 2005


OR




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


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period
      from             
to




Commission
      File Number 333-64804





**ASIA
      GLOBAL HOLDINGS CORP.**


(formerly
      known as BONUSAMERICA WORLDWIDE CORP.)




(Name
      of
      Small Business Issuer in Its Charter)




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




**1601-1604
      CRE Centre**


**889
      Cheung Sha Wan Road**


**Kowloon,
      Hong Kong**


(Address
      of principal executive offices)





(former
      address)


834
      S.
      Broadway, 5th Floor, Los Angeles, California 90014





(213)
      243-1505


(Issuer's
      telephone number, including area code)







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




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




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









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




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will be contained, to the best
      of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o




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




State
      issuer's revenues for its most recent fiscal year. $2,188,642.




The
      aggregate market value of the voting and non-voting common stock held by
      non-affiliates as of 12/31/2005 was approximately $360,000.00 using the closing
      price per share of $0.06, as reported on NASDAQ as of such date.




The
      number of shares of registrant's common stock outstanding as of 12/31/05 was
      19,862,000.





EXPLANATORY
      NOTE


This
          Annual Report on Form 10-KSB/A-3 ("Form 10-KSB/A-3") is being filed as
          Amendment
          No. 3 to our Annual Report on Form 10-KSB for the year ended December 31,
          2005,
          which was originally filed with the Securities and Exchange Commission
          ("SEC")
          on April 24, 2006, (the "Original Filing"). We are filing this Amendment
          No. 3
          to make additional changes that inadvertently did not get reflected in
          the
          10KSB-A#2 as filed with the SEC on April 16, 2007. Specifically, the changes
          made to Form 10-KSB/A-2 were as follows:
  (i)
                  to
                      expand our disclosures in Part II, Item 6. Management’s Discussion and
                      Analysis of Financial Condition and Results of
                      Operations;
 (ii)
                  to
                      amend Part II, Item 7. Financial Statements: Auditors’ Report,
                      Consolidated Statement of Cash Flows and Note 11 to the financial
                      statements;
  (ii)
                    to
                        update Part II, Item 13. Exhibits and Reports on Form 8-K
                        for inclusion of
                        Exhibits 23, 31 and 32 for this amended
                        filing.
  Other
          than the above specific items, there have been no other changes to the
          10KSB-A#2.




2




Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide
      Corp.)




Annual
        Report on Form 10-KSB / A#3


For
      the
      Year Ended December 31, 2005




INDEX





PART
                  I
              
              
              
              PageITEM
                  1.
              
              Description
                  of Business
              
              5ITEM
                  1A.
              
              Risk
                  Factors
              
              11ITEM
                  1B.
              
              Unresolved
                  Staff Comments
              
              20ITEM
                  2.
              
              Description
                  of Properties
              
              20ITEM
                  3.
              
              Legal
                  Proceedings
              
              20ITEM
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              20PART
                  IIITEM
                  5.
              
              Market
                  for Common Equity, Related Stockholder Mattersand
                  Small Business Issuer Purchases of Equity Securities
              
              20ITEM
                  6.
              
              Management's
                  Discussion and Analysis or Plan of Operation
              
              21ITEM
                  7.
              
              Financial
                  Statements
              
              27ITEM
                  8.
              
              Changes
                  in and Disagreements with Accountants onAccounting
                  and Financial Disclosure
              
              40ITEM
                  8A.
              
              Controls
                  and Procedures
              
              40ITEM
                  8B.
              
              Other
                  Information
              
              40PART
                  IIIITEM
                  9.
              
              Directors
                  and Executive Officers of the Registrant
              
              40ITEM
                  10.
              
              Executive
                  Compensation
              
              41ITEM
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners andManagement
                  and Related Stockholder Matters
              
              42ITEM
                  12.
              
              Certain
                  Relationships and Related Transactions
              
              43ITEM
                  13.
              
              Exhibits
                  and Reports on Form 8-K
              
              44ITEM
                  14.
              
              Principal
                  Accountant Fees and Services
              
              45SIGNATURES
              
              
              
              45




3




**INFORMATION
      REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-KSB contains forward-looking statements. These
      statements relate to future events or our future financial performance. 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 under the caption
      "Management's Discussion and Analysis of Financial Condition and Results of
      Operations" and under the caption "Risk Factors" included herein.





4




**ITEM
      1. Business**




**Overview**




Asia
      Global Holdings Corp. (formerly known as BonusAmerica Worldwide Corporation)
      ("AAGH" "we" and the "Company") offers a suite of advertising and media services
      and products that meet the need of marketers and advertisers including Internet
      marketing, search engine marketing ("SEM"), email marketing and print
      advertising. We work closely with advertisers to implement integrated online
      and
      offline advertising and media solutions and manage campaign planning and
      execution.




We
      are
      further establishing our media and advertising division by working with our
      current consumer-base to increase printed advertising in a quarterly industrial
      magazine and direct mailing services.




We
      are
      one of the few established providers of Internet marketing services and online
      advertising technology within the People's Republic of China ("PRC"). We sell
      our products and services worldwide from 5 sales locations in 3 countries to
      a
      consumer base in Asia, North America, Europe, and Canada.




**History**




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




On
      March
      1, 2004, we purchased BonusAmerica Corporation, a California corporation, or
      BAC, a wholly-owned subsidiary of Stanford International Holding Corporation,
      a
      California corporation, or Stanford, from Stanford. In connection with the
      transaction, we issued 5 million shares of restricted common stock and Archer
      Pacific Management, Inc., an affiliate of Ernest Cheung (one of our founders)
      and Fred Tse (or one of his affiliates) transferred 6.5 million shares of our
      restricted common stock held by them to Stanford for all of the issued and
      outstanding shares of BAC. As a result of this transaction, Stanford became
      the
      beneficial owner of 57.9% of our then issued and outstanding shares of common
      stock and BAC became our wholly-owned subsidiary. At the time of the
      transaction, Stanford was owned by Michael Mak, our current President, Chief
      Executive 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 "BAWC."




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 has 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.




5




During
      March 2004, we formed, a wholly-owned subsidiary, Sino Trade - Intelligent
      Development Corp. LTD., or Sino Trade, under the laws of Hong Kong. The purpose
      of Sino Trade is to provide additional support to our business-to-business
      trade
      operations in China and the United States.




**Currently**




Up
      until
      recently the primary business of the Company was a direct marketing, Internet
      commerce and media company based out of Los Angeles, California with operations
      in Hong Kong and China, in which the Company was engaged in business-to-consumer
      retail sales, business-to-business media and advertising services sales, and
      international business-to-business media and services sales.




We
      have
      now shifted our focus away from Internet retail and commerce to direct all
      of
      our resources toward the growth of our media and advertising business within
      the
      Asian marketplace. We are in the process of moving our main operations and
      headquarters from Los Angeles, California to our Hong Kong offices which will
      facilitate the identification, evaluation and acquisition of Asian opportunities
      ahead of the competition. However at this time, our headquarters is still
      located at 834 S. Broadway, 5th Floor, Los Angeles, California
      90014.




Our
      Los
      Angeles, California offices will continue to be used primarily for the purpose
      of seeking out, evaluating and acquiring investment opportunities in the United
      States and Europe, which are compatible with our current goals. We believe
      by
      relocating our headquarters offices to Hong Kong will broaden our access to
      the
      marketplace and still allow us to maintain our presence in the U.S.




We
      have
      experienced an overall decrease in revenue for the 12 months ending December
      31,
      2005. The decrease was primarily derived from a 98% decrease in revenue from
      our
      product sale division as a result of re-focusing our business direction towards
      Advertising and Media.




While
      revenues and profits have decreased 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. Hence, significant planning changes have been
      necessitated and are at the time of this Report in the process of being
      implemented.




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




Our
      current operations include the following:




Media
      and
      Advertising: We derive revenue from the rental of e-mail and postal address
      lists to selected other marketers, and from selling advertising space on our
      various Internet marketing portals. We have suspended the operations of three of
      our portals --www.More2Save.com, www.RateandSave.com and
      www.CouponsRewardsSavings.com -- until management believes the proper funding
      is
      available to operate them profitably. In the fourth quarter of 2004 we launched
      TradeDragon, our international Business-to-Business trade portal which links
      member businesses that are interested in developing or expanding operations
      in
      the United States and China markets, with complementary members of TradeDragon.
      We intend to launch www.BonusChina.com an online entertainment, information
      and
      services portal in China when funding is available to do so.




Our
      wholly-owned subsidiary, Sino Trade - Intelligent Development Corp. LTD., an
      organization formed under the laws of Hong Kong, or Sino Trade, provides
      infrastructure support for our operations in China and Hong Kong and helps
      generate sales for our Media and Advertising business in Hong Kong and China.
      Sino Trade has been successful in generating revenue and profit in the all
      four
      quarters of 2005. Through Sino Trade, we operate three offices in mainland
      China
      and one office in Hong Kong. Our offices in China are located throughout the
      Guangdong Province, the manufacturing center that was responsible for
      approximately 30 % of China's total exports for 2005. Our office in Hong Kong
      serves as our China communications hub.




Our
      wholly-owner subsidiary, Wah Mau Corporate Planning Development (Shenzhen)
      Company Limited, an organization formed under the laws of the People's Republic
      of China, or Wah Mau, provides infrastructure support for our operations in
      China and Hong Kong and helps generate sales for our Media and Advertising
      business in Hong Kong and China. Sino Trade has been successful in generating
      revenue and profit in the all four quarters of 2005. 1




1 This is an English translation of the official Chinese name.




6




Communications
      between our Hong Kong office and our headquarter offices located in Los Angeles
      allows for seamless international business operations. Corporate management
      and
      strategy, marketing, and US Sales are handled in the U.S. office while China
      marketing, sales, IT, product sourcing and production are executed and managed
      by our offices located in China. We currently serve customers within the U.S.,
      Hong Kong, China, and Canada.




**THE
      ONLINE ADVERTISING INDUSTRY**




**Overview**




Online
      advertising, which effectively began in 1994, has now been in existence for
      over
      a decade. The advertising medium rapidly increased in popularity during the
      late
      nineties, and, driven by high spending by dot-com companies, reached its first
      peak in 2000. With the dissolution of many of the dot-com companies in 2000,
      however, spending levels dropped drastically. In contrast, the number of
      consumers using the Internet continued to steadily increase. Following a
      troubled online advertising period between 2001 and 2003 due to the resulting
      economic recession, Internet advertising once again emerged as a force in 2004
      and embraced the large online audience that had continued to build.




**Web
      Publishers**




Web
      publishers aim to profit from content, commerce and advertising on their Web
      sites. An experienced web publisher will also seek to identify and analyze
      user
      preferences in order to improve the Web site, thereby strengthening its
      relationship with its online audience and enhancing its appeal to advertisers.
      The current Internet advertising environment presents a number of challenges.
      Web publishers look to Internet advertising companies for assistance in the
      following areas:




l
            Increasing
                Advertising Revenue. Web publishers want to maximize the revenue
                that they
                receive from advertising on their Web sites. Critical factors vary
                depending on the type of Web site.




l
            Smaller
                Web Sites. Most Web sites lack the critical mass of audience necessary
                to
                attract attention from prospective advertisers and advertising agencies.
                As a result, it is not economically justifiable for them to build,
                maintain and supervise their own sales force. Further, due to the
                smaller
                audience, many Web sites do not subdivide their advertising sales
                by
                content area and, therefore, lose the opportunity to charge advertisers
                a
                premium for targeting specific subsets of their audience. As a result,
                many Web publishers outsource their advertising sales function to
                companies that represent a portfolio or network of many Web
                sites.




l
            Premium
                Web Sites. Web sites with high brand recognition and a large online
                audience want to ensure that they sell premium advertising inventory
                to
                top advertisers for the best price. Premium Web sites may not have
                a cost
                effective way of reaching these advertisers, or may choose to outsource
                a
                portion of their advertising sales so that their employees can dedicate
                their time to other aspects of the
                business.




l
            Unsold
                Inventory. Many Web sites have advertising inventory that remains
                under-sold or unsold. Web sites may experience diminishing returns
                if they
                try to reduce their excess inventory on their own. Web publishers
                may opt
                to work with companies representing a portfolio or network of Web
                sites,
                giving them the opportunity to generate revenue by reducing or eliminating
                unsold inventory.




l
            Delivering
                and Managing High Volumes of Advertisements. Many Web publishers
                lack the
                resources to develop and operate the technology required to deliver
                high
                volumes of advertisements efficiently, while providing adequate targeting
                and accurate measurement and billing to advertisers. As a result,
                many Web
                publishers rely on third-party firms to deliver and manage advertisements
                and account data on their Web
                sites.




**Advertisers**




Advertisers
      aim to profit from selling products and services and building their brands
      online. Internet advertising offers a variety of options, including traditional
      advertising formats, such as banner, pop-up and pop-under advertisements and
      e-mail, enhanced advertisements, such as online search and rich media
      advertisements containing moving graphics, sound and video and SEM campaigns.
      Advertisers also must consider whether they wish to run general advertisement
      campaigns that reach a broad group of consumers or target more defined audiences
      by advertising on select Web sites, through behavioral targeting or otherwise.
      Advertisers look to Internet advertising companies with expertise in the
      following areas:




l
            Targeting
                Online Audiences. With an ever-increasing number of Web sites and
                variety
                of content, online audiences are increasingly fragmented and harder
                for
                advertisers to reach. Advertisers need third-party firms that can
                provide
                them with reliable tools to reach and target their desired audience
                segments online.




l
            Controlling
                Costs. It has become increasingly costly for advertisers to coordinate
                online advertising campaigns across numerous smaller Web sites, to
                work
                with premium Web sites and to run campaigns. Web advertising costs
                have
                also increased as a greater number of advertisers compete for ad
                impressions. Advertisers look to Internet advertising companies that
                offer
                them cost-effective ways to advertise their brands and aggregate
                their
                online audiences into a larger customer
                base.




7




l
            Structuring
                Advertising Campaigns. As the Internet has expanded, the variety
                of
                options available to advertisers has also increased. Advertisers
                must
                decide which Web sites to work with, what their target audience is
                and how
                they can best target that audience. Advertisers need assistance to
                ensure
                that their online spending budget is allocated
                effectively.




l
            Serving
                Advertisements and Managing Campaigns. Advertisers need software
                that can
                deliver advertisements in a variety of formats and measure the performance
                of their campaigns accurately and quickly. Many advertisers lack
                the
                analytical tools to actively manage larger or complex advertising
                campaigns, target appropriate users, efficiently run advertising
                campaigns
                utilizing a variety of formats and ensure the accuracy of measurement
                and
                billing. These advertisers may choose to outsource these functions
                to
                third-party providers.




**Strategy**




In
      2002,
      we began operations of our online media and advertising distribution network.
      We
      generate media and advertising revenue by charging advertisers for:




(i)
      distributing their advertisements on our online shopping and coupon portals
      (B2C); and (ii) allowing them to market directly to our subscribers in our
      Opted-In database who have opted to receive offers such as those offered by
      the
      advertisers. Our media and advertising division initially included
      www.CouponsRewardsSavings.com, which is currently inactive. Based upon our
      original success with www.CouponsRewardsSavings.com, we expanded our media
      and
      advertising division and developed the following suite of online businesses
      that
      make up our advertising distribution network:




l
            Consumer
                Database Rentals (marketing to subscribers in our Opted-In
                database);




l
            TradeDragon;




l
            CouponsRewardsSavings.com
                coupon portal (currently inactive);




l
            More2Save.com
                coupon portal (currently inactive);




l
            RateAndSave
                shopping portal (currently
                inactive);




l
            BonusChina.com
                entertainment, information and services portal (planned); and o Virtual
                Stores (plans suspended).




With
      the
      exceptions of TradeDragon and Customer Database rentals each of our Advertising
      Distribution components listed above will remain inactive until management
      determines that adequate resources are available to present and operate them
      profitably.




Consumer
      Database List Rentals. We have a proprietary and growing "Opted-In" subscriber
      database of approximately 15 million e-mail and over 3 million postal addresses.
      Selected advertisers are charged a rental fee each time one of their sales
      messages is delivered to an Opted-In subscriber. We charge advertisers a per
      email or postal address fee which varies depending upon the level of screening
      desired by the advertiser.




TradeDragon.
      TradeDragon was launched in the fourth quarter of 2004 and is a B2B trade portal
      that connects businesses that desire to trade 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.




TradeDragon
      initially targets: (i) U.S.-based buyers seeking to buy from suppliers in China;
      and (ii) China-based suppliers seeking to sell to the United States. Next,
      we
      intend to target U.S.-based businesses that desire to conduct business in China
      through the export of goods and services and/or establish partnership
      arrangements with retailing or selling partners in China. Through our
      proprietary system called DragonDynamics, we are able to drive both buyer and
      seller side traffic to our TradeDragon portal. We intend to generate revenue
      from companies that wish to sell to or partner with companies in the U.S. and/or
      China through the sale of TradeDragon memberships and ancillary products and
      services. Memberships, products and services are sold via direct marketing,
      trade publication advertising and through our existing sales force of 23
      salespeople who are located throughout three sales offices in
      China.




TradeDragon
      members benefit from our proprietary business system, DragonDynamics(TM), which
      drives custom-tailored online business traffic to each individual member based
      on that member's specific requirements. DragonDynamics(TM) was developed
      internally by us based on a combination of our proprietary industry knowledge
      and our direct marketing expertise and other trade secrets.




TradeDragon
      was launched on schedule. The website is active. Because the company has not
      yet
      raised the funding necessary to implement a full rollout, management expects
      minimal sales until such a rollout can be funded.




8





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




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




RateandSave.Com
      Shopping Portal (Inactive). RateAndSave.com is a consumer-shopping portal that
      helps consumers find the best prices on products they are seeking. The business
      generates revenue from advertisers via a cost-per-click bidding model. Through
      this pay-for-placement bidding system, merchants enter bids for select
      advertising positions based on product category. When a consumer searches for
      an
      item, the merchant with the highest bid for that product category gets top
      placement in the search result. We anticipate that merchants who are motivated
      by the desire for top search ranking will drive the advertising revenue in
      the
      RateAndSave model. RateandSave.com was launched in October 2004. This portal
      is
      indefinitely inactive and will remain so unless or until management determines
      that adequate resources are available to operate the portal
      profitably.




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




With
      our
      low operating costs and efficient vertical integration, we believe that our
      media and advertising business is very scalable and has the potential to
      generate high profits. There are typically three significant barriers to entry
      to a media and advertising business such as ours: the high cost associated
      with
      and the expertise required to (1) acquire and retain a database of viable
      consumers; (2) acquire and retain advertisers and memberships; and (3) build
      and
      maintain an infrastructure capable of operating an online advertising
      distribution network. Since 2002, we have invested significantly in building
      infrastructure and acquiring and expanding our "Opted-In" database of viable
      consumers. Together with our experience in operating BonusAmerica, we believe
      that we have built the groundwork necessary to develop and expand our media
      and
      advertising division and have the infrastructure necessary to continue to pursue
      our business plan.




For
      the
      twelve months ended December 31, 2005, our Media and Advertising division
      accounted for 98 % of our total revenues. We have not yet generated significant
      revenue from our RateandSave.com and More2Save.com websites.




Given
      the
      success of our Media and Advertising business in Hong Kong and China, and the
      potential for future growth therein, management intends to concentrate resources
      in this area and as such, in the foreseeable future, plans to expand the Media
      and Advertising business, particularly in Hong Kong and China, as a means of
      generating profit.




**Sales
      and Marketing Plan**




Management
      is concentrating the Company's limited marketing budget on the sales of its
      Media and Advertising services, particularly in Hong Kong and China where
      success has already been demonstrated. These services are sold by the sales
      force in China with support from a small staff in the Los Angles
      office.




A
      full
      marketing plan is in place for TradeDragon but has not been launched. Management
      will launch the TradeDragon marketing plan when and if sufficient funds and
      resources are available.





Although
      the company does not currently offer online retailing through BonusAmerica
      websites, Management is of the view that maintaining the online product sales
      operation while expanding into the ‘Media and Advertising” business would be of
      benefit to the Company for a well-diversified, ready-to-expand business strategy
      for both segments once sufficient funding has been raised to allow for
      competitive expansion in light of different opportunities being available to
      the
      Company at different times.




**Our
      Competitors**




We
      face
      intense competition in our current operating division of Media and Advertising.
      Many of our competitors have substantially greater financial, manufacturing,
      marketing, distribution and technical resources than we do. Our BonusAmerica.com
      business directly competes with direct marketers such as Sharper Image (an
      international and national specialty retailer-NASDAQ:SHRP) and Hammacher
      Schlemmer (a New York based catalog specialty retailer). Our More2Save
      (currently inactive) online coupon and media distribution business competes
      with
      CoolSavings (an online direct marketing and media company-OTCBB:CSAV). Our
      RateandSave.com (currently inactive) shopping portal competes with Shopping.com
      (an online comparison shopping service) and BizRate.com (an online shopping
      search engine). Our TradeDragon.com business trading portal 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).




9




Most
      of
      our current and potential competitors are larger companies with greater
      financial resources, marketing, technical management and other resources than
      we
      do. Some of our competitors have and may continue to use aggressive pricing
      or
      inventory availability practices and devote substantially more resources to
      their online operations and system development than us. New technologies and
      the
      expansion of existing technologies may also decrease the barriers to entry
      into
      our business or otherwise increase the competitive pressure that we
      face.




**Seasonality**




Except
      for our business related to our TradeDragon portal, our business is highly
      seasonal, with sales peaks in the end-of-year holiday shopping seasons as well
      as for Mother's Day, Father's Day and graduation gift-giving. A substantial
      portion of our total revenues, and all or most of our net earnings, occur in
      our
      fourth fiscal quarter ending December 31. We generally experience lower revenues
      during the other quarters and, as is typical in the retail industry, have
      incurred and may continue to incur losses in these quarters. In addition,
      similar to many retailers, we make merchandising and inventory decisions for
      the
      holiday season well in advance of the holiday selling season. Accordingly,
      unfavorable economic conditions or deviations from projected demand for products
      during the fourth quarter could have a material adverse effect on our financial
      position or results of operations for the entire fiscal year. The fourth quarter
      accounted for 22% of total revenues in fiscal year 2005. In addition, the fourth
      quarter accounted for a substantial portion of our net earnings in
      2005.




**Employees**




As
      of
      December 31, 2005, we employed approximately 38 associates, approximately 30%
      of
      whom were full-time. We consider our associate relations to be
      good.




**Privacy
      Protection**




The
      growth of our business and of the Internet depends on user trust in the
      integrity of the Internet and in the businesses that use it. We believe that
      fostering user confidence in online privacy is an integral component of our
      commitment to delivering the right message to the right user at the right time.
      We actively monitor privacy laws and regulations, and we take seriously the
      principles that consumers must have notice and choice and confidence that their
      information is secure.




We
      may collect non-personally identifiable information on behalf of our customers
      in the delivery of Internet advertising. When we perform such services, we
      provide notice to users about our use of such information and insist that our
      customers provide users with the choice not to participate. We do not directly
      collect or maintain a database of personally identifiable information about
      online consumers or associate online and offline information collected about
      users. We insist that our customers provide notice to users about the marketing
      uses of personally identifiable information collected online, including whether
      they associate online and offline information about users, and that they provide
      users with the choice not to participate.




**Website
      Access to our SEC Reports**




Our
      Internet website address is www.BonusAmerica.com/bacorp. 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.




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




**Asia
      Global Holdings Corp.**




834
      S.
      Broadway, 5th Floor


Los
      Angeles, California 90014


Attn:
      Investor Relations




10





**ITEM
      1A: Risk Factors**




**Risks
      Related to the Company**




*We
      may not be able to sustain our profitability.*




We
      were
      unable to achieved profitability in accordance with generally accepted
      accounting principles in the United States, or GAAP, for the year ended December
      31, 2005 but we may be unable to achieve profitability in the future. We
      incurred net losses of $382,400 for the twelve months ended December 31, 2005.
      Each preceding year we had net gains in operations. 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 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 more
      than half 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:




l
            changes
                in regulatory requirements;




l
            reduced
                protection for intellectual property rights in some
                countries;




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




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




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




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




l
            the
                inability to utilize certain foreign tax credits;
                and




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




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




l
            difficulties
                and costs of staffing and managing foreign
                operations;




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




l
            political
                and economic instability;





l
            fluctuations
                in currency exchange rates; and




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




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




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




In
      order
      to realign and better leverage our business we have commenced several global
      initiatives, including harmonizing our global product lines across the offices
      in which we operate and creating global standards for product management,
      development and marketing, which we will continue during the course of 2006.
      In
      order to synchronize our various offices and create a uniform worldwide business
      model we will need to, among other things, set up uniform processes, formalize
      and build out training courses, set up global information sharing and
      communication processes, identify and track productivity and cost measurements
      and identify areas of inefficiency and develop global recovery plans. While
      we
      anticipate that the global realignment will have cost and efficiency savings
      for
      our business, there is no guarantee that our global efforts will be successful
      over the long run. Additionally, the global business model that we implement
      for
      each of our business segments may not be the ideal standard for each of our
      offices, and may result in increased costs and decreased savings for particular
      offices and lines of business throughout our organization.




11




*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 grown significantly
      and
      have decreased significantly. Accurate predictions of future revenues are
      difficult because of the rapid changes in the markets in which we
      operate.




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





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




·
            changes
                in fees paid by advertisers or other
                clients;




·
            changes
                in the amount of royalties payable by us to owners of Web sites or
                the
                imposition of new charges or fees by Web site
                owners;




·
            the
                demand by advertisers and Web publishers for our advertising
                solutions;




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




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




·
            seasonality,
                which tends to result in lower revenue during the summer months of
                the
                third quarter and higher revenue in the fourth quarter of each
                year;·
            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;




·
            changes
                in governmental regulation of the Internet;
                and




·
            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.




*We
      could be adversely affected by an impairment of significant amount of goodwill
      and/or intangible assets on our balance sheet.*




In
      the
      course of our operating history, we have acquired and disposed of numerous
      assets and businesses. Some of our acquisitions have resulted in the recording
      of a significant amount of goodwill and/or intangible assets on our balance
      sheet. The goodwill and/or intangible assets were recorded because the fair
      value of the net assets acquired was less than the purchase price. We may not
      realize the full value of the goodwill and/or intangible assets. As such, we
      evaluate on at least an annual basis whether events and circumstances indicate
      that all or some of the carrying value of goodwill and/or intangible assets
      are
      no longer recoverable, in which case we would write off the unrecoverable
      portion as a charge to our earnings.




To
      improve our operating performance, we may decide to acquire other assets or
      businesses complementary to our business and, as a result, we may record
      additional goodwill and/or intangible assets on our balance sheet in the future.
      The possible write-off of the goodwill and/or intangible assets could negatively
      impact our future earnings. We will also be required to allocate a portion
      of
      the purchase price of any acquisition to the value of any intangible assets
      that
      meet the criteria specified in the Statement of Financial Accounting Standards
      No. 141, "Business Combinations," such as marketing, customer or contract-based
      intangibles. The amount allocated to these intangible assets could be amortized
      over a fairly short period. As a result, our earnings and the market price
      of
      our common stock could be negatively affected.




12




*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 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. Search is currently one of our
      fastest growing areas. 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.




13





*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
      outbreaks of Severe Acute Respiratory Syndrome ("SARS"), Avian flu or other
      widespread public health problems could adversely affect our
      business.*




Future
      outbreaks of SARS, Avian flu or other widespread public health problems in
      China
      and surrounding areas, where most of our employees work, could negatively impact
      our business in ways that are hard to predict. Prior experience with the SARS
      virus suggests that a future outbreak of SARS, Avian flu or other widespread
      public health problems may lead public health authorities to enforce
      quarantines, which could result in closures of some of our offices and other
      disruptions of our operations. A future outbreak of SARS, Avian flu or other
      widespread public health problems could result in reduction of our advertising
      and fee-based revenues.




*Political
      and economic conditions in Greater China and the rest of Asia are unpredictable
      and may disrupt our operations if these conditions become unfavorable to our
      business.*




We
      expect
      to derive a substantial percentage of our revenues from the Greater China
      market. Changes in political or economic conditions in the region are difficult
      to predict and could adversely affect our operations or cause the Greater China
      market to become less attractive to advertisers, which could reduce our
      revenues. We maintain a strong local identity and presence in each of the
      regions in the Greater China market and we cannot be sure that we will be able
      to effectively maintain this local identity if political conditions were to
      change. Furthermore, many countries in Asia have experienced significant
      economic downturns since the middle of 1997, resulting in slower GDP growth
      for
      the entire region as a result of higher interest rates and currency
      fluctuations. If declining economic growth rates persist in these countries,
      expenditures for Internet access, infrastructure improvements and advertising
      could decrease, which could negatively affect our business and our profitability
      over time.




Economic
      reforms in the region could also affect our business in ways that are difficult
      to predict. For example, since the late 1970s, the Chinese government has been
      reforming the Chinese economic system to emphasize enterprise autonomy and
      the
      utilization of market mechanisms. Although we believe that these reform measures
      have had a positive effect on the economic development in China, we cannot
      be
      sure that they will be effective or that they will benefit our
      business.




*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 Chinese renminbi
      with a relatively small amount in Hong Kong dollars and U.S. dollars. We are
      subject to the effects of exchange rate fluctuations with respect to any of
      these currencies. For example, the value of the renminbi depends to a large
      extent on Chinese government policies and China's domestic and international
      economic and political developments, as well as supply and demand in the local
      market. Since 1994, the official exchange rate for the conversion of renminbi
      to
      U.S. dollars had generally been stable and the renminbi had appreciated slightly
      against the U.S. dollar. However, on July 21, 2005, the Chinese government
      changed its policy of pegging the value of Chinese renminbi to the U.S. dollar.
      Under the new policy, Chinese renminbi may fluctuate within a narrow and managed
      band against a basket of certain foreign currencies. As a result of this policy
      change, Chinese renminbi appreciated approximately 2.5% against the U.S. dollar
      in 2005. It is possible that the Chinese government could adopt a more flexible
      currency policy, which could result in more significant fluctuation of Chinese
      renminbi against the U.S. dollar. We can offer no assurance that Chinese
      renminbi will be stable against the U.S. dollar or any other foreign
      currency.




14




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.




Although
      Chinese governmental policies were introduced in 1996 to allow the
      convertibility of Chinese renminbi into foreign currency for current account
      items, conversion of Chinese renminbi into foreign exchange for capital items,
      such as foreign direct investment, loans or securities, requires the approval
      of
      the State Administration of Foreign Exchange, or SAFE, which is under the
      authority of the People's Bank of China. These approvals, however, do not
      guarantee the availability of foreign currency. We cannot be sure that we will
      be able to obtain all required conversion approvals for our operations or that
      Chinese regulatory authorities will not impose greater restrictions on the
      convertibility of Chinese renminbi in the future. Because a significant amount
      of our future revenues may be in the form of Chinese renminbi, our inability
      to
      obtain the requisite approvals or any future restrictions on currency exchanges
      could limit our ability to utilize revenue generated in Chinese renminbi to
      fund
      our business activities outside China, or to repay foreign currency obligations,
      including our debt obligations, which would have a material adverse effect
      on
      our financial conditions and results of operation.




*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.




*We
      may be required to record a significant charge to earnings if we must reassess
      our goodwill or amortizable intangible assets arising from
      acquisitions.*




We
      are
      required under GAAP to review our amortizable intangible assets for impairment
      when events or changes in circumstances indicate the carrying value may not
      be
      recoverable. Goodwill is required to be tested for impairment at least annually.
      Factors that may be considered a change in circumstances indicating that the
      carrying value of our amortizable intangible assets may not be recoverable
      include a decline in stock price and market capitalization and slower growth
      rates in our industry. We may be required to record a significant charge to
      earnings in our financial statements during the period in which any impairment
      of our goodwill or amortizable intangible assets is determined. As of December
      31, 2005 our amortizable intangible assets were $546,623.




*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, and
      our
      registered independent public accounting firm to attest to, 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 and auditor attestation 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.




15




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




We
      may
      experience significant fluctuations in our quarterly operating results due
      to a
      variety of factors, many of which are outside of our control. Significant
      fluctuations in our quarterly 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.




*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,
      2005, the closing sale prices of our ordinary shares on the Nasdaq National
      Market ranged from $0.02 to $0.20 per share and the closing sale price on April
      11, 2006 was $0.04 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.*




In
      March
      2004, Stanford reported that they beneficially acquired approximately 57.9%
      of
      our outstanding ordinary shares. As a result, Stanford 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.




16




*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:




·
            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.




·
            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.




·
            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.




·
            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.




·
            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.




·
            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.




·
            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.




17




*In
      order to comply with PRC regulatory requirements, we operate our main businesses
      through companies with which we have contractual relationships but in which
      we
      do not have controlling ownership. If the PRC government determines that our
      agreements with these companies are not in compliance with applicable
      regulations, our business in the PRC could be adversely
      affected.*




If
      tax
      benefits currently available to us in China were no longer available, our
      effective income tax rates for our China operations could increase to
      33%.




We
      are
      incorporated in the Nevada where no state income taxes are imposed, however
      United State federal income taxes are imposed. We have operations in four tax
      jurisdictions including China, the U.S., Hong Kong and Canada. For the U.S.,
      Hong Kong and Canada, we have incurred net accumulated operating losses for
      income tax purposes. We believe that it is more likely than not that these
      net
      accumulated operating losses will not be utilized in the future and hence we
      have not recorded income tax provisions or benefits for these locations. We
      do
      not expect that we will record any income tax provisions for our operations
      in
      the U.S., Hong Kong and Canada in the foreseeable future.




Even
      if
      we are in compliance with Chinese governmental regulations relating to licensing
      and foreign investment prohibitions, the Chinese government may prevent us
      from
      advertising or distributing content that it believes is inappropriate and we
      may
      be liable for such content or we may have to stop profiting from such
      content.




China
      has
      enacted regulations governing Internet access and the distribution of news
      and
      other information. In the past, the Chinese government has stopped the
      distribution of information over the Internet that it believes to violate
      Chinese law, including content that it believes is obscene, incites violence,
      endangers national security, is contrary to the national interest or is
      defamatory. In addition, we may not publish certain news items, such as news
      relating to national security, without permission from the Chinese government.
      Furthermore, the Ministry of Public Security has the authority to cause any
      local Internet service provider to block any website maintained outside China
      at
      its sole discretion. Even if we comply with Chinese governmental regulations
      relating to licensing and foreign investment prohibitions, if the Chinese
      government were to take any action to limit or prohibit the distribution of
      information through our network or to limit or regulate any current or future
      content or services available to users on our network, our business could be
      significantly harmed.




Because
      the definition and interpretation of prohibited content is 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.




In
      January 2005, the Chinese State Administration of Radio, Film and Television
      ("SARFT"), which regulates radio and television stations in China, issued a
      notice prohibiting commercials for MVAS 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 SMS 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
      value-added services via a channel we depend on to generate revenues, which
      could have a material adverse effect on our financial position, results of
      operations or cash flows.




*You
      may experience difficulties in effecting service of legal process, enforcing
      foreign judgments or bringing original actions in China based on United States
      or other foreign laws against us.*




We
      conduct our operations in China and a significant portion of our assets is
      located in China. In addition, some of our directors and executive officers
      reside within China. As a result, it may not be possible to effect service
      of
      process within the United States or elsewhere outside China upon those directors
      or executive officers, including with respect to matters arising under U.S.
      federal securities laws or applicable state securities laws. Moreover, our
      Chinese counsel has advised us that China does not have treaties with the U.S.
      and many other countries that provide for the reciprocal recognition and
      enforcement of judgment of courts. As a result, recognition and enforcement
      in
      China of judgments of a court of the U.S. or any other jurisdiction in relation
      to any matter may be difficult or impossible.




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




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




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




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




·
            the
                development of new online advertising media and
                methods;




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




18




·
            the
                ability to attract and retain qualified
                personnel;




·
            changing
                demands regarding customer service and
                support;




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




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




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




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




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




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




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




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




*We
      face risks associated with technological changes.*




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




19




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**




None.





**ITEM
      2. Properties**




Our
      principal executive offices are located at 834 S. Broadway, 5th Floor, Los
      Angeles, California 90014. 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, 2005,
      payments to Stanford related to rent were $24,200 (2004: $47,610).




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




3/FL,
      Shi
      San Dui Cun Wei Building An Le Garden, 38th District Bao An, Shenzhen People's
      Republic of China




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




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




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





**ITEM
      3. Legal Proceedings**




We
      are
      not involved in any material pending legal proceedings at this time, and
      management is not aware of any contemplated proceeding by any governmental
      authority.





**ITEM
      4. Submission of Matters to a Vote of Security Holders**




On
      November 21, 2005 the majority of the shareholders approved the formulation
      of a
      Non-Qualified Incentive Stock Compensation Plan (the "Plan") and the preparation
      and filing of an S-8 Registration Statement (the "S-8) and have approved and
      ratified all of the resolutions by the Board of Directors regarding the above
      Plan and S-8.





**PART
      II.**





**ITEM
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities**




Since
      October 23, 2003, our common stock has been traded on the Over-the-Counter
      Bulletin Board under the symbol "BAWC.OB". Prior to October 23, 2003, our common
      stock was traded on Over-the-Counter Bulletin Board under the symbol "LGBW.OB". [1] As of
      April 12, 2006, there were: (i) 21 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 21,812,000 shares of our common stock, of which
      7,814,500 shares are either freely tradeable or eligible for sale under Rule
      144
      or Rule 144K, and (v) 13,862,000 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.





20





**Sales
      Price**





High
            
            LowFiscal
                2005First
                Quarter
            
            $
            0.10
            
            $
            0.04Second
                Quarter
            
            $
            0.09
            
            $
            0.02Third
                Quarter
            
            $
            0.10
            
            $
            0.045Fourth
                Quarter
            
            $
            0.20
            
            $
            0.066Fiscal
                2004First
                Quarter
            
            $
            1.30
            
            $
            0.00Second
                Quarter
            
            $
            1.30
            
            $
            0.15Third
                Quarter
            
            $
            0.69
            
            $
            0.17Fourth
                Quarter
            
            $
            0.58
            
            $
            0.08




[1] As of
      the date of this filing, the trading symbol has changed to “AAGH”.




**Dividend
      Policy**




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.





**Recent
      Sales of Unregistered Securities**




There
      were no sales of unregistered securities during the fourth quarter of the fiscal
      year ended December 31, 2005.





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





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





**Overview
      and Future Plan of Operations**





We
      are a
      direct marketing, Internet commerce and media company based in Los Angeles,
      California with operations in Hong Kong and China. Our business consists of
      two
      segments: Media and Advertising and Online Retailing.





We
      are in
      the process of seeking additional financing to forward our business plan, but
      have not entered into any agreements to obtain such financing. There is no
      assurance that such financing will be available, or if available, that such
      financing 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.





Because
      we have not yet raised the funding management believes is required to rollout
      our complete business plan, we have taken, and are continuing to take, steps
      to
      reduce our operating costs. In 2004 we decided to begin moving a significant
      portion of our U.S. operations to China to benefit from lower overhead costs
      and
      further capitalize on the growth potential and success we had experienced that
      year in our Media and Advertising business in Hong Kong and China. Now, at
      year
      end 2005 we have completed the majority of the move. Some management and
      marketing operations remain, and will continue to remain in the U.S. In 2004
      we
      also suspended operations and development of our consumer portals, RateandSave
      and More2Save, in our Media and Advertising division. Those operations continued
      to remain suspended at year end 2005.





Our
      TradeDragon business-to-business trade portal, a business within our Media
      and
      Advertising division, which was launched in the fourth quarter of 2004 is still
      not fully developed or marketed to the level we would like as we still lack
      the
      funding to rollout the service. TradeDragon is a communications platform that
      enables international trade primarily between companies located in the U.S.
      and
      China.





If
      and
      when adequate funding is raised, we intend to expand operations of our
      TradeDragon trade portal as well as some of our other Internet based Advertising
      and Media businesses.




21


**Results
      of Operations for the Twelve Months Ended December 31, 2005 and December 31,
      2004**





During
      the twelve months ended December 31, 2005, we experienced a net loss of
      $382,400. We expect to improve our income position over the next 6 to 9 months
      as we continue to take additional steps to reduce our overhead by scaling down
      our online product retailing segment where we face fierce competition and
      investing more resources in our Media and Advertising business in China and
      Hong
      Kong, which is growing rapidly.





During
      the twelve months ended December 31, 2005, our Online Retailing division
      generated 2% of our revenues and 98% was generated by our Media and Advertising
      division. Over the next twelve months, we plan to devote the majority of our
      resources to expanding and further developing our Media and Advertising
      division.




The
      following table sets forth our net revenues by each operational division for
      the
      twelve months ended December 31, 2005 and 2004:





**Total
      Revenue Twelve Months Ended December 31, 2005**





2005
            
            2004
            
            VarianceOnline
                Retailing
            
            $
            43,071
            
            $
            2,351,628
            
            -$
            2,308,557
            
            
            (-98
            %)US
            
            $
            43,071
            
            $
            2,351,628
            
            -$
            2,308,557
            
            
            (-98
            %)China
                & HK
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            (
                0
            %)Media
                & Advertising
            
            $
            2,145,571
            
            $
            2,113,906
            
            $
            31,665
            
            
            (+1
            %)US
            
            $
            353,848
            
            $
            510,402
            
            -$
            156,554
            
            
            (-31
            %)China
                & HK
            
            $
            1,791,723
            
            $
            1,603,504
            
            $
            188,219
            
            
            (+12
            %)





**Online
      Retailing Segment Revenue**





During
      the twelve month period ended December 31, 2005, we derived $43,071, or 2%
      of
      our total revenue, from our Online Retailing operations, representing a decrease
      in revenue, and percentage of total revenue, of $2,308,557, and 51%
      respectively, from the comparable twelve month period ending December 31, 2004
      in which revenue from Online Retailing totaled $2,351,628 representing 53%
      of
      the total revenue for that period.





The
      decrease in our Online Retailing product sales is due to increased external
      competitive pressures thereby causing to elect to significantly reduce spending
      and resources in this segment including expenditures for marketing and
      advertising so we can invest more resources in further developing our Media
      and
      Advertising segment to cope with its high-growth demand.





**Media
      and Advertising Segment Revenue**





During
      the twelve month period ended December 31, 2005 we experienced an overall
      increase from the comparable twelve month period ending December 31, 2004,
      which
      is attributable to applying increased resources toward building our media and
      advertising business in China while at the same time shifting resources from
      US
      to China. As a result of the overall shift to China, our US media and
      advertising sales declined while our China media and advertising sales
      increased.





In
      China
      and Hong Kong our revenue for the Media and Advertising segment totaled
      $1,791,723, representing 83% of the total media and advertising segment for
      the
      year ended December 31, 2005, where we derived $2,145,571 or 98% of our total
      revenue from our media and advertising division. This represents a 12% increase
      in the China and Hong Kong Media and Advertising segment.





22





**Cost
      of Sales**





Cost
      of
      Sales by Segment Twelve Months Ended December 31, 2005





2005
            
            2004
            
            VarianceOnline
                Retailing
            
            $
            126,002
            
            $
            1,319,206
            
            -$
            1,193,204
            
            
            (-90
            %)US
            
            $
            126,002
            
            $
            1,319,206
            
            -$
            1,193,204
            
            
            (-90
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            
            $
            443,706
            
            $
            107,138
            
            $
            336,568
            
            
            (+314
            %)US
            
            
            -
            
            
            -
            
            
            -
            
            
            -China
                & HK
            
            $
            443,706
            
            $
            107,138
            
            $
            336,568
            
            
            (+314
            %)





Cost
        of
        sales were $569,708 representing 26% of our total revenue of $2,188,642 for
        the
        twelve month period ended December 31, 2005 as compared to $1,426,344, 32%
        of
        total revenue of $4,465,534 for the twelve month period ended December 31,
        2004.
        The decrease in cost of sales as a percentage of sales for the twelve month
        period ended December 31, 2005 is attributable to the decrease in Online
        Retailing operations which represented 53% of our total revenue in 2004 and
        only
        2% of our total business in 2005, in order to invest more resources in further
        developing our more profitable Media and Advertising
        business.




**Cost
      of Sales Online Retailing Segment**





Cost
      of
      sales for our Online Retailing Segment were $126,002 representing 292% of our
      total segment revenue of $43,071for the twelve month period ended December
      31,
      2005 as compared to $1,319,206, representing 56% of total segment revenue of
      $2,351,628 for the twelve month period ended December 31, 2004. The increase
      in
      cost of sales as a percentage of sales for the twelve month period ended
      December 31, 2005 is attributable to markdown discounted retail prices to move
      inventory in this segment.





**Cost
      of Sales Media and Advertising Segment**





Cost
        of
        sales for our Media and Adverting Segment were $443,706 representing 21%
        of our
        total segment revenue of $2,145,571for the twelve month period ended December
        31, 2005 as compared to $107,138, representing 5% of total segment revenue
        of
        $2,113,906 for the twelve month period ended December 31, 2004. The increase
        in
        cost of sales as a percentage of sales for the twelve month period ended
        December 31, 2005 is attributable to increased sales commissions which were
        incurred as a trade-off for fixed overhead administrative expenses for on-staff
        sales force which we cut back.




**Administrative
      Expenses**





Administrative
      Expenses by Segment Twelve Months Ended December 31, 2005




2005
            
            2004
            
            VarianceOnline
                Retailing
            
            $
            63,980
            
            $
            1,005,815
            
            -$
            941,835
            
            
            (
                -94
            %)US
            
            $
            63,980
            
            $
            1,005,815
            
            -$
            941,835
            
            
            (-94
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            
            $
            1,177,733
            
            $
            1,162,352
            
            $
            15,381
            
            
            (+1
            %)US
            
            $
            530,743
            
            $
            406,952
            
            $
            123,791
            
            
            (+30
            %)China
                & HK
            
            $
            646,990
            
            $
            755,400
            
            -$
            108,410
            
            
            (-14
            %)





Selling,
      general and administrative expenses decreased $926,454 to $1,241,713 for the
      twelve month period ended December 31, 2005 as compared to $2,168,167 for the
      twelve month period ended December 31, 2004. The decrease in expenses during
      the
      twelve month period ended December 31, 2005 was primarily attributable to a
      significant decrease in operating expenses in our online retailing business
      and
      employing a less costly staff in China, specifically reducing staffing costs
      from $1,135,095 in 2004 to $587,608 in 2005. Other expenses reduced in 2005
      include advertising and promotion, development, IT services and general office
      operations. Our administrative expenses for our Media and Advertising segment
      in
      China and Hong Kong decreased 14%.




23


**Administrative
      Expenses Online Retailing**





Administrative
      expenses for our Online Retailing Segment were $63,980 representing 148% of
      our
      total segment revenue of $43,071 for the twelve month period ended December
      31,
      2005 as compared to $1,005,815, 43% of total segment revenue of $2,351,628
      for
      the twelve month period ended December 31, 2004. The increase in administrative
      expenses as a percentage of sales for the twelve month period ended December
      31,
      2005 is attributable to significantly lower sales. Even though we had reductions
      in personnel and promotional spending in our online retailing segment the
      significant reduction in sales still resulted in expenses being a large
      percentage compared to segment revenue.





**Administrative
      Expenses Media and Advertising**





Administrative
      expenses for our Media and Adverting Segment were $1,177,733 representing 55%
      of
      our total segment revenue of $2,145,571 for the twelve month period ended
      December 31, 2005 as compared to $1,162,352, 55% of total segment revenue of
      $2,113,906 for the twelve month period ended December 31, 2004.




**Loss
          on Disposal of Fixed Assets, Depreciation and
          Amortization**
 
 Loss
          on
          disposal of fixed assets for the twelve month period ended December 31,
          2005
          totaled $266,833, which resulted from the write-off of leasehold improvements
          at
          our old Sino-Trade office in Hong Kong due to the relocation of our offices.
 
 Depreciation
          for twelve month period ended December 31, 2005 was $109,867 compared to
          the
          twelve month period ended December 31, 2004, of $69,674, an increase of
          $40,193
          resulting from a full year’s depreciation taken in 2005 for our significant
          capital expenditures made in 2004. Our depreciation accounting policy has
          not
          changed for the periods and is consistent with the estimated useful lives
          of the
          remaining assets.
 
 Amortization
          of intangible assets for the twelve month period ended December 31, 2005
          was
          $306,147 compared to $209,735 for the twelve month period ended December
          31,
          2004, an increase of $96,412 which is attributable to the increased cash
          paid
          for intangible assets during the periods. The gross carrying value at December
          31, 2005 was $1,150,876, accumulated amortization was $604,253, and the
          carrying
          value of $546,623. The Company amortizes the cost of these assets over
          a period
          of three to five years. The estimated aggregate amortization expense for
          each of
          the five succeeding years is 2006: $235,000; 2007: $106,000; 2008: $106,000;
          2009: $90,000; and 2010: $10,000.




**Other
      Income (Expense)**





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




2005
            
            2004Other
                incomeFixed
                asset rental income
            
            
            17,400
            
            
            17,400Interest
                income
            
            
            2,974
            
            
            9,386Miscellaneous
                other income
            
            
            23,053
            
            
            2,02043,427
            
            
            28,806Interest
                expense
            
            
            10,433
            
            
            27,213Total
                other income
            
            $
            32,994
            
            $
            1,593





For
      both
      periods presented, fixed assets rental income represents assets leased to
      Stanford International Holding Corporation, a related party, based on a
      reasonable and agreed upon charge that approximated 25% of the depreciation
      expense in 2004. The same percentage was used for 2005 since the agreement
      between the Company and Stanford included no agreed upon
      percentage.





For
      the
      year ended December 31, 2005, miscellaneous other income primarily includes
      a
      training subsidy and export reimbursements from the local government in Hong
      Kong, and reversal of the prior year’s provision for the cost of printing. For
      the year ended December 31, 2004, miscellaneous other income was
      immaterial.




**Net
      Income/Loss**





Net
      loss
      for 2005 was $382,400 compared to net income of $473,950 in 2004. Losses are
      attributed to losses in the US in both our Online Retailing and Media and
      Advertising segments.





24





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





2005
            
            2004
            
            VarianceOnline
                Retailing
            
            -$
            172,186
            
            -$
            181,240
            
            $
            9,054
            
            
            (+5
            %)US
            
            -$
            172,186
            
            -$
            181,240
            
            $
            9,054
            
            
            (+5
            %)China
                & HK
            
            
            -
            
            
            -
            
            
            -
            
            
            -Media
                & Advertising
            
            -$
            210,214
            
            $
            655,190
            
            -$
            865,404
            
            
            (-132
            %)US
            
            -$
            384,544
            
            $
            -59,705
            
            -$
            444,249
            
            
            (-744
            %)China
                & HK
            
            $
            174,330
            
            $
            595,485
            
            -$
            421,155
            
            
            (-71
            %)




Operating
      losses attributed to our Online Retailing resulted from fierce competition
      where
      other similar companies were better capitalized or had better resources than
      we
      did and could compete in the marketplace whereas we could not. We believe our
      position in this segment will improve as we continue to scale-down the overhead
      and operations.





Operating
      losses from our Media & Advertising segment were attributable to the US
      operations wherein we had a decrease in sales and an increase in administrative
      expenses. We expect our position to improve in this segment while at the same
      time we expect that expansion in this segment may result in losses as we
      invest more resources in further developing operations in China and Hong Kong.
      There can be no assurance that we will achieve or maintain profitability or
      that
      any revenue growth will take place in the future even if we do obtain the
      financing that we seek.





**Trends,
      Events, and Uncertainties**





Demand
      for our services and products will be dependent on, among other things, market
      acceptance of our concept and general economic conditions, which are cyclical
      in
      nature. Our business operations may be adversely affected by our competitors
      and
      prolonged recessionary periods. We are in the process of seeking additional
      financing to forward our business plan, but have not entered into any agreements
      to obtain such financing. There is no assurance that such 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,**  **2005
      and 2004**


*Cash
        flows from operating activities*
 
 We
          experienced positive cash flows provided by operations in the amount of
          $750,107
          for the twelve month period ended December 31, 2005, primarily due to a
          net loss
          from operations of $382,400 offset by non-cash charges such as depreciation
          and
          amortization of $416,014, impairment loss of property, plant and equipment
          due
          to the write off of leasehold improvement in our Kowloon, Hong Kong office
          amounting to $266,833, and changes in operating assets such as a decrease
          in
          accounts receivable of $503,622 due to resulting cash collections and increases
          in other current assets of $252,376 primarily due to agreements signed
          and
          deposits paid for services to do 9 exhibitions in the People’s Republic of China
          (“PRC”) and a deposit for the acquisition of a printing factory located in the
          PRC.
 
 We
          experienced positive cash flows provided by operations in the amount of
          $565,962
          for the twelve month period ended December 31, 2004, primarily due to net
          income
          from operations of $473,950 offset by non-cash charges such as depreciation
          and
          amortization of $279,409 and changes in operating assets such as an increase
          in
          accounts receivable of $978,722 due to increased revenues in our Media
          and
          Advertising Business coupled with increases in our accounts payable and
          accrued
          expenses of $563,999.
 
 *Cash
        flows from investing activities*
 
 Net
          cash
          flows used in investing activities for 2005 was $1,121,500 representing
          approximately $761,000 in repayments to or advances to related parties
          and a
          director, $259,365 of restricted cash required as part of our subsidiary's
          banking facility agreement, and $99,252 representing cash paid for intangible
          assets. Net cash flows used in investing activities for 2004 was $728,118
          primarily representing cash paid for the acquisition of fixed assets and
          intangible assets as well as a loan from a director for approximately
          $300,000.


*Cash
      flows from financing activities*


Net
            cash
            flows provided by financing activities for 2005 represents net funds
            advanced of
            $328,972 under banking agreements. Net cash flows provided by financing
            activities for 2004 represented $250,000 received from Stanford International
            Holding Corporation, a Company founded and controlled by our Company,
            to support
            operations.
 
 Our
          future liquidity will depend on our revenue growth and our ability to sell
          our
          products and services at positive gross margins and control our operating
          expenses. Over the coming twelve months, we expect to spend approximately
          $1,200,000 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.
  
 25


Our
      growth plans require additional funding from outside sources. We intend to
      pursue discussions with existing shareholders, third party financing sources
      and
      potential lenders to ensure access to funds as required.





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





**Critical
      Accounting Policies**





The
      financial statements are prepared in accordance with accounting principles
      generally accepted in the U.S., which requires us to make estimates and
      assumptions in certain circumstances that affect amounts reported in the
      accompanying financial statements and related footnotes. In preparing these
      financial statements, management has made its best estimates and judgments
      of
      certain amounts included in the financial statements, giving due consideration
      to materiality. We do not believe there is a great likelihood that materially
      different amounts would be reported related to the accounting policies described
      below. However, application of these accounting policies involves the exercise
      of judgment and use of assumptions as to future uncertainties and, as a result,
      actual results could differ from these estimates.




Allowance
      for Doubtful Accounts





Accounts
      receivable are reviewed to determine the need for an allowance for amounts
      that
      may become uncollectible in the future. The necessity of an allowance is based
      on management's review of accounts receivable balances and historic write-offs.
      In the event that our accounts receivables become uncollectible, we would be
      forced to record additional adjustments to receivables to reflect the amounts
      at
      net realizable value. The accounting effect of this entry would be a charge
      to
      income, thereby reducing our net profit. Although we consider the likelihood
      of
      this occurrence to be remote based on past history and the current status of
      our
      accounts, there is a possibility of this occurrence.





Income
      taxes





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, the mix of earnings in the
      jurisdictions in which we operate, and prudent and feasible tax planning
      strategies in determining the need for a valuation allowance. In the event
      we
      were to 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 in which we make such determination. Likewise,
      if we later determine that it is more likely than not that the net deferred
      tax
      assets would be realized, we would reverse the applicable portion of the
      previously provided valuation allowance. In order for us to realize our deferred
      tax assets we must be able to generate sufficient taxable income in the tax
      jurisdictions in which the deferred tax assets are located.





Recent
      Accounting Pronouncements - The Financial Accounting Standards Board issued
      the
      following recent accounting pronouncements:





In
      December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
      Payment" which amends FASB Statement No. 123 and will be effective for public
      companies (small business issuers) for interim or annual periods beginning
      after
      December 15, 2005. SFAS 123R requires that compensation cost related to
      share-based payment transactions be recognized in the financial statements.
      Share-based payment transactions within the scope of SFAS 123R include stock
      options, restricted stock plans, performance-based awards, stock appreciation
      rights, and employee share purchase plans. The Company adopted the new standard
      as of January 1, 2006. Based on the Company's evaluation of the adoption of
      the
      new standard, the Company believes that it could have a significant impact
      to
      the Company's financial position and overall results of operations depending
      on
      the number of stock options granted in a given year.





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections--a
      replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). This
      Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
      No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the requirements for the accounting for and reporting of a change in accounting
      principle. This statement is effective for fiscal periods beginning after
      December 15, 2005 and is not expected to have a significant impact on the
      Company's financial statements.




26




**ITEM
      7. Financial Statements**




**ASIA
      GLOBAL HOLDINGS CORP. AND SUBSIDIARIES**


Index
      to
      Consolidated Financial Statements




Report
                of Independent Registered Public Accounting Firm
            
            F-1Consolidated
                Balance Sheet
            
            F-2Consolidated
                Statements of Operations
            
            F-3Consolidated
                Statements of Changes in Stockholders' Equity
            
            F-4Consolidated
                Statements of Cash Flows
            
            F-5Notes
                to Consolidated Financial Statements
            
            F-6




27





**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. (formerly known as BonusAmerica Worldwide Corp.) and Subsidiaries (the
      "Company") as of December 31, 2005, and the related consolidated statements
      of
      operations, changes in stockholders' equity, and cash flows for the two
      preceding years 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
      audits.




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




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




As
      more
      fully described in Note 11, the Company has restated its weighted average shares
      outstanding and resulting earnings per share amount for the year ended December
      31, 2004, to retroactively reflect the weighted average number of shares
      outstanding based on the reverse acquisition in 2004.


*/s/
                    Clancy and Co., P.L.L.C.**Scottsdale,
                    Arizona**April
                    19, 2006, except for Notes1, 2 and 11 which are dated as of
                    February 6, 2007*


F-1




**ASIA
      GLOBAL HOLDINGS CORP.**


**(formerly
      known as BonusAmerica Worldwide Corp.) AND SUBSIDIARIES**





**CONSOLIDATED
      BALANCE SHEET**


**AS
      OF DECEMBER 31, 2005**




**ASSETS**Current
                assetsCash
                and cash equivalents
            
            $
            49,134Restricted
                cash
            
            
            279,365Accounts
                receivable
            
            
            586,090Prepayments
                and other current assets
            
            
            340,507Amount
                due from related parties
            
            
            461,460Total
                current assets
            
            
            1,716,556Property,
                plant and equipment, net
            
            
            97,681Intangible
                assets, net
            
            
            546,623Total
                Assets
            
            $
            2,360,860**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilitiesBank
                overdraft, secured
            
            $
            411Secured
                bank loan - current portion
            
            
            85,471Letters
                of credit
            
            
            100,641Accounts
                payable and accrued liabilities
            
            
            574,348Income
                taxes payable
            
            
            194,793Amounts
                due to related parties
            
            
            6,401Total
                current liabilities
            
            
            962,065Long-term
                LiabilitiesSecured
                bank loan
            
            
            142,449Deferred
                taxation
            
            
            32,109Total
                long-term liabilities
            
            
            174,558Total
                liabilities
            
            
            1,136,623Commitments
                and contingenciesStockholders'
                equityCommon
                stock, $0.001 par value; 75,000,000 shares authorizedIssued
                and outstanding: 19,862,000 shares
            
            
            19,862Other
                comprehensive income
            
            
            3,711Additional
                paid-in capital
            
            
            1,219,095Accumulated
                deficit
            
            
            (18,431
            )Total
                stockholders' equity
            
            
            1,224,237Total
                Liabilities and Stockholders' Equity
            
            $
            2,360,860




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




F-2





**ASIA
      GLOBAL HOLDINGS CORP.**


**(formerly
      known as BonusAmerica Worldwide Corp.) AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**





**2005**
            
            **2004**Revenues:Product
                sales
            
            $
            43,071
            
            $
            2,351,628Advertising
                and list rentals
            
            
            2,145,571
            
            
            2,113,906Total
                revenues
            
            
            2,188,642
            
            
            4,465,534Cost
                of revenues
            
            
            (569,708
            )
            
            (1,426,344
            )Gross
                profit
            
            
            1,618,934
            
            
            3,039,190Selling,
                general and administrative expenses
            
            
            (1,241,713
            )
            
            (2,168,167
            )Impairment
                loss of property, plant and equipment
            
            
            (266,833
            )
            
            -Depreciation
            
            
            (109,867
            )
            
            (69,674
            )Amortization
                of intangible assets
            
            
            (306,147
            )
            
            (209,735
            )Operating
                (loss)/income
            
            
            (305,626
            )
            
            591,614Other
                income (expense)Other
                income
            
            
            43,427
            
            
            28,806Interest
                expense
            
            
            (10,433
            )
            
            (27,213
            )Total
                other income
            
            
            32,994
            
            
            1,593(Loss)/income
                before income taxes
            
            
            (272,632
            )
            
            593,207Provision
                for income taxes
            
            
            (109,768
            )
            
            (119,257
            )Net
                income (loss)
            
            $
            (382,400
            )
            $
            473,950Basic
                and diluted earnings (loss) per share (Note 11)
            
            $
            (0.02
            )
            $
            0.03(restated
            )Basic
                and diluted weighted-average shares outstanding (Note 11)
            
            
            19,862,000
            
            
            18,487,425(restated
            )




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




F-3


**ASIA
      GLOBAL HOLDINGS CORP.**


**(formerly
      known as BonusAmerica Worldwide Corp.) AND SUBSIDIARIES**





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


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**






**Common**
                **Stock**
                **Shares**
              
              **Common**
                **Stock**
                **Amount**
              
              **Additional**
                **Paid-In**
                **Capital**
              
              **Other
                  Comprehensive income**
              
              **Retained**
                **earnings**
                **(accumulated**
                **deficit)**
              
              **Total**Balance
                  - December 31, 2003
              
              
              11,500,000
              
              $
              11,500
              
              $
              1,176,229
              
              $
              -
              
              $
              (109,981
              )
              $
              1,077,748Common
                  stock retained
                by
                  Longbow stockholders
              
              
              8,362,000
              
              
              8,362
              
              
              42,866
              
              
              -
              
              
              -
              
              
              51,228Foreign
                  currency translation
              
              
              -
              
              
              -
              
              
              -
              
              
              473
              
              
              -
              
              
              473Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              473,950
              
              
              473,950*Comprehensive
                  income*
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              474,423Balance
                  - December 31, 2004
              
              
              19,862,000
              
              
              19,862
              
              
              1,219,095
              
              
              473
              
              
              363,969
              
              
              1,603,399Foreign
                  currency translation
              
              
              -
              
              
              -
              
              
              -
              
              
              3,238
              
              
              -
              
              
              3,238Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (382,400
              )
              
              (382,400
              )*Comprehensive
                  loss*
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (379,162
              )Balance
                  - December 31, 2005
              
              
              19,862,000
              
              $
              19,862
              
              $
              1,219,095
              
              $
              3,711
              
              $
              (18,431
              )
              $
              1,224,237


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




F-4





**ASIA
      GLOBAL HOLDINGS CORP.**


**(formerly
      known as BonusAmerica Worldwide Corp.) AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**


**2005**
                  **(restated)**
                
                **2004**
                  **(restated)**Cash
                    flows from operating activitiesNet
                    income (loss)
                
                $
                (382,400
                )
                $
                473,950Adjustments
                    to reconcile net income (loss) to net cash provided by operating
                    activities:Interest
                    expense, non-cash
                
                
                -
                
                
                26,483Depreciation
                    and amortization
                
                
                416,014
                
                
                279,409Impairment
                    loss of property, plant and equipment
                
                
                266,833
                
                
                -Provision
                    for income taxes
                
                
                108,968
                
                
                119,257Provision
                    for inventory obsolescence
                
                
                22,861
                
                
                -Changes
                    in operating assets:Accounts
                    receivables
                
                
                503,622
                
                
                (978,722
                )Inventories
                
                
                95,695
                
                
                135,614Prepayments
                    and other current assets
                
                
                (252,376
                )
                
                (88,131
                )Accounts
                    payable and accrued liabilities
                
                
                258
                
                
                563,999Amounts
                    payable to related parties
                
                
                (29,368
                )
                
                34,103Net
                    cash flows provided by operating activities
                
                
                750,107
                
                
                565,962Cash
                    flows from investing activitiesAdvances
                    to related parties
                
                
                (461,460
                )
                
                -Loan
                    from (repayment to) a director
                
                
                (299,359
                )
                
                301,025(Increase)/decrease
                    in restricted cash
                
                
                (259,365
                )
                
                30,000Purchases
                    of equipment
                
                
                (2,064
                )
                
                (446,580
                )Cash
                    acquired in reverse acquisition
                
                
                -
                
                
                8,821Cash
                    paid for intangible assets
                
                
                (99,252
                )
                
                (621,384
                )Net
                    cash flows used in investing activities
                
                
                (1,121,500
                )
                
                (728,118
                )Cash
                    flows from financing activitiesBank
                    overdraft
                
                
                411
                
                
                -Advances
                    under letters of credit
                
                
                100,641
                
                
                -Drawdown
                    of bank loan
                
                
                256,410
                
                
                -Repayments
                    of bank loan
                
                
                (28,490
                )
                
                -Repayments
                    on note receivable-related party
                
                
                -
                
                
                250,000Repayments
                    on note receivable-related party
                
                
                328,972
                
                
                250,000Net
                    increase (decrease) in cash and cash equivalents
                
                
                (42,421
                )
                
                87,844Effect
                    of foreign currencies on cash flows
                
                
                3,238
                
                
                473Cash
                    and cash equivalent, beginning of year
                
                
                88,317
                
                
                -Cash
                    and cash equivalent, end of year
                
                $
                49,134
                
                $
                88,317Cash
                    paid for:Interest
                
                $
                10,433
                
                $
                27,213Income
                    taxes
                
                $
                800
                
                $
                800Non-cash
                    investing and financing activities:Contribution
                    of note receivable-related party
                
                $
                -
                
                $
                250,000




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





F-5





**ASIA
      GLOBAL HOLDINGS CORP.**


**(formerly
      known as BonusAmerica Worldwide Corp.) AND SUBSIDIARIES**





**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**  **DECEMBER
      31, 2005**




**NOTE
      1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
      POLICIES**





Asia
      Global Holdings Corp., formerly known as BonusAmerica Worldwide Corp. (“BAWC”)
      and Longbow Mining Corp. (“Longbow”), referred to herein collectively as the
“Company” or “AAGH”, was incorporated in the State of Nevada on February 1,
      2002. Longbow was engaged in the acquisition and exploration of mineral
      properties and operated a three-phase strategy plan out of Vancouver to
      facilitate the excavation of minerals.




On
      March
      1, 2004 Longbow entered into a definitive agreement that acquired BonusAmerica
      Corporation ("BonusAmerica"), a California corporation, from Stanford
      International Holding Corporation ("Stanford"). This acquisition was accounted
      for as a reverse acquisition, whereby the assets of BonusAmerica were reported
      at their historical cost. Longbow issued 5 million forward-split restricted
      common shares to Stanford for 100% of BonusAmerica. The founders of Longbow
      also
      transferred 6.5 million restricted shares to Stanford to complete the
      transaction. As a result of the reverse acquisition, the financial statements
      of
      the BAWC become those of BonusAmerica. Although BAWC is the legal acquirer,
      it
      will be treated as having acquired BonusAmerica for accounting purposes
      (recapitalization) and all of the operations reported represent the historical
      financial statements of BonusAmerica. Stanford formed BonusAmerica Corporation
      (the "Company"), a California corporation, on October 23, 2003, for the purpose
      of acquiring the assets of the division of BonusAmerica from Stanford. 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 bases since the acquisition is among entities under common
      control. As a result of the recapitalization, the capital structure of the
      consolidated entity, being the capital structure of Longbow, is different from
      that appearing in the financial statements of BonusAmerica in earlier
      periods.




BonusAmerica
      commenced operations on or about July 1, 2002 ("Inception"). Specifically,
      BonusAmerica's operations consist of business to consumer retail sales, business
      to business wholesale transactions, and business to business advertising and
      database information rental services. BonusAmerica primarily serves customers
      within the United States of America, Hong Kong and the People's Republic of
      China (the "PRC").




On
      May
      12, 2004, Longbow changed its name to BonusAmerica Worldwide Corp. and on June
      6, 2006, changed its name to Asia Global Holdings Corp.




During
      the year ended December 31, 2004, the Company established a new wholly-owned
      subsidiary in Hong Kong, namely, Sino Trade-Intelligent Development Corp.,
      Limited, and a new wholly-owned subsidiary in the PRC, namely, Wah Mau Corporate
      Planning Development (Shenzhen) Company Limited ( *see
      "Note").* The
      purpose of the new entities is to provide additional support to the Company's
      business to business trade operations in Hong Kong, the PRC and the United
      States *.
      (Note: This is an English translation of the official Chinese
      name.)*




**Summary
      of significant accounting policies.**




Principles
      of consolidation - The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiaries. All significant intercompany balances and
      transactions have been eliminated in consolidation. The results of the Company's
      new subsidiaries, Sino Trade - Intelligent Development Corp. (“Sino-Trade”),
      Limited and Wah Mau Corporate Planning Development (Shenzhen) Company Limited
      (“Wah Mau”) are included since their respective dates of incorporation /
      establishment.




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




Cash
      and cash equivalents - The
      Company considers all highly liquid instruments purchased with an original
      maturity of three months or less to be cash equivalents. Cash and cash
      equivalents consist of cash at bank and on hand, demand deposits with banks
      and
      other financial institutions.




Concentration
      of credit risk -
      Financial instruments that potentially expose the Company to a concentration
      of
      credit risk are as follows:




F-6




*Cash
      held at banks* - The
      Company maintains cash balances at several banks. Accounts held at financial
      institutions in the U.S. are insured by the Federal Deposit Insurance
      Corporation up to $100,000.




*Geographic
      sales*- The
      Company operates primarily in the United States, Hong Kong, and China. The
      Company's geographic sales as a percent of total revenue are as
      follows:




2005
            
            
            2004United
                States
            
            
            18
            %
            
            64
            %Hong
                Kong
            
            
            76
            %
            
            31
            %China
            
            
            6
            %
            
            5
            %




*Significant
      vendors* - As of
      December 31, 2005, 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.




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




Property,
      plant and equipment -
      Property, plant and equipment are stated at historical cost less accumulated
      depreciation and amortization. Depreciation and amortization are computed using
      the straight-line method over the estimated useful lives of the assets,
      generally ranging from 3 to 7 years. The cost of maintenance and repairs is
      charged to expense as incurred and significant renewals and betterments are
      capitalized. Deductions are made for retirements resulting from renewals or
      betterments. Depreciation expense charged to operations for the year ended
      December 31, 2005 was $109,867 (2004: $69,674).




Inventories -
      Inventories are stated at the lower of cost (first-in, first-out) or market.
      Allowances are provided for inventories which are considered slow-moving to
      reduce amounts to net realizable or market value. During 2005, the Company
      wrote-off inventory of $22,861.




Intangible
      assets -
      Intangible assets consist of costs paid to acquire personal customer information
      for use in its advertising and database rental activities. Costs capitalized
      amounted to $99,252 and amortization expense totaled $306,147 (2004: $209,735)
      for the year ended December 31, 2005. The gross carrying value at December
      31,
      2005 was $1,150,876, accumulated amortization was $604,253, and the carrying
      value of $546,623. The Company amortizes the cost of these assets over a period
      of three to five years. The estimated aggregate amortization expense for each
      of
      the five succeeding years is 2006: $235,000; 2007: $106,000; 2008: $106,000;
      2009: $90,000; and 2010: $10,000.




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




Advertising - The
      Company expenses costs of advertising and promotions as incurred with the
      exception of direct-response advertising costs. Statement of Position No. 93-7,
      "Reporting on Advertising Costs", provides that direct-response advertising
      costs that meet specified criteria should be reported as assets and amortized
      over the estimated benefit period, which is generally less than 30 days. The
      conditions for reporting the direct-response advertising costs as assets include
      evidence that customers have responded specifically to the advertising, and
      that
      the advertising results in probable future benefits. The Company uses
      direct-response marketing to attract customers to opt-in to the Company's
      database and buy goods offered on its website or a special promotion. The
      Company is able to document the responses of each customer to the email
      advertising that elicited the response. The percentage of costs attributable
      to
      future rental revenues are segregated and reported as intangible assets. For
      the
      year ended December 31, 2005, direct-response advertising costs attributable
      to
      product sales and future estimated database rentals were approximately 0% and
      100%, respectively. Advertising expenses included in selling and marketing
      expenses for the year ended December 31, 2005 were approximately $137,000 (2004:
      $211,000).




Accounting
      for stock-based compensation - The
      Company has not adopted a fair value-based method of accounting for stock-based
      compensation plans for employees and non-employee directors. The Company will
      use the intrinsic value-based approach, and supplement disclosure of the pro
      forma impact on operations and per share information using the fair value-based
      approach as required by SFAS No. 148




F-7




"Accounting
      for Stock-Based Compensation - Transition and Disclosure". Stock-based
      compensation issued to non-employees and consultants are measured at fair value
      in accordance with SFAS No. 123. Common stock purchase options and warrants
      issued to non-employees and consultants will be measured at fair value using
      the
      Black-Scholes valuation model.




Earnings
      per share - The
      Company presents basic earnings per share ("EPS") and diluted EPS on the face
      of
      all statements of operations. Basic EPS is computed as net income (loss) divided
      by the weighted average number of common shares outstanding for the period.
      Diluted EPS reflects the potential dilution that could occur from common shares
      issuable through stock options, warrants, and other convertible securities,
      for
      which there were none for both periods presented.




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




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




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




Income
      taxes - The
      Company uses the asset and liability method of accounting for income taxes.
      Under this method, deferred tax assets and liabilities are recognized for
      estimated future tax consequences attributable to differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax bases. Deferred tax assets and liabilities are measured
      using enacted tax rates in effect for the year in which those temporary
      differences are expected to be recovered or settled. The resulting deferred
      tax
      assets and liabilities are adjusted to reflect changes in tax laws or rates
      in
      the period of enactment. Deferred tax assets are reviewed for realization and
      valuation allowances are recorded if it is deemed more likely than not that
      some
      or all of the deferred tax assets will not be realized.




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




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




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




Reclassifications -
      Certain accounts in the prior year have been reclassified to conform to the
      current period presentation.




Recent
      Accounting Pronouncements - The
      Financial Accounting Standards Board issued the following recent accounting
      pronouncements:




In
      December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
      Payment" which amends FASB Statement No. 123 and will be effective for public
      companies (small business issuers) for interim or annual periods beginning
      after
      December 15, 2005. S FAS 123R requires that compensation cost related to
      share-based payment transactions be recognized in the financial statements.
      Share-based payment transactions within the scope of SFAS 123R include stock
      options, restricted stock plans, performance-based awards, stock appreciation
      rights, and employee share purchase plans. The Company adopted the new standard
      as of January 1, 2006. Based on the Company’s evaluation of the adoption of the
      new standard, the Company believes that it could have a significant impact
      to
      the Company’s financial position and overall results of operations depending on
      the number of stock options granted in a given year.




In
      May 2005, the FASB issued SFAS No. 154, “ *Accounting
      Changes* and
      Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement
      No. 3” (“SFAS 154 *”).* This
      Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
      Statement No. 3, Reporting Accounting Changes in Interim Financial
      Statements, and changes the requirements for the accounting for and reporting
      of
      a change in accounting principle. This statement is effective for fiscal periods
      beginning after December 15, 2005 and is not expected to have a significant
      impact on the Company’s financial statements.




F-8





**NOTE
      2 - SEGMENT INFORMATION**




The
          primary operating segment of the Company for 2005 was advertising and list
          rentals which generated 98% of the Company's revenues (2004: 47%). The
          primary
          operating segment of the Company for 2004 was product sales which generated
          approximately 53% (2005: 2%) of the Company's revenues. The allocation
          of those
          administrative cost are based on “cause-and-effect” matching on the incurrence
          of such cost and the directly attributable effect of such cost to the relevant
          business segment. If there is no basis for the application of allocating
          those
          incurred cost and interest expenses to any specific segment, such cost
          would be
          regarded as corporate general and administrative expenses. During the year
          ended
          December 31, 2005, the Company’s wholly-owned subsidiary, Sino-Trade, wrote-off
          the leasehold improvements of its previous rented office due to the removal
          of
          office and recognized an impairment loss of property, plant and equipment
          amounting to $266,833.




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








2005
            
            
            Product
                sales
            
            
            Advertising
                and
              list
                rentals
            
            
            TotalTotal
                revenues
            
            $
            43,071
            
            $
            2,145,571
            
            $
            2,188,642Income
                (loss) before income taxes
            
            
            (116,101
            )
            
            (156,531
            )
            
            (272,632
            )Total
                assets
            
            
            -
            
            
            2,360,860
            
            
            2,360,860Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            (266,833
            )
            
            (266,833
            )




2004
            
            
            Product
                sales
            
            
            Advertising and
              list
                rentals
            
            
            TotalTotal
                revenues
            
            $
            2,351,628
            
            $
            2,113,906
            
            $
            4,465,534Income
                (loss) before income taxes
            
            
            (280,622
            )
            
            873,829
            
            
            593,207Total
                assets
            
            
            862,334
            
            
            1,768,217
            
            
            2,630,551




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




2005
            
            US
            
            Hong
                Kong
            
            PRCRevenuesProduct
                sales
            
            $
            43,071
            
            $
            -
            
            $
            -Advertising
                and list rentals
            
            
            353,848
            
            
            1,655,109
            
            
            136,614Long-lived
                assets
            
            
            26,282
            
            
            47,320
            
            
            24,079Intangible
                assets
            
            
            129,316
            
            
            417,307
            
            
            -Impairment
                loss of property, plant and equipment
            
            
            -
            
            
            (266,833
            )
            
            -2004
            
            
            US
            
            
            Hong
                Kong
            
            
            PRCRevenuesProduct
                sales
            
            $
            2,351,628
            
            $
            -
            
            $
            -Advertising
                and list rentals
            
            
            510,402
            
            
            1,391,375
            
            
            212,129Long-lived
                assets
            
            
            66,980
            
            
            390,535
            
            
            14,802Intangible
                assets
            
            
            339,915
            
            
            413,603
            
            
            -




**NOTE
      3 - RESTRICTED CASH**




BonusAmerica
      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.




The
      Company’s wholly-owned subsidiary, Sino-Trade, maintains a pledged fixed deposit
      bearing interest at 3.4% as required per its bank financing agreement (See
      Note
      8).




F-9





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




Property,
      plant and equipment consist of the following:




Computers
                and office equipment
            
            $
            240,080Furniture
                and fixtures
            
            
            55,151Leasehold
                improvements
            
            
            18,522313,753Less
                accumulated depreciation
            
            
            (216,072
            )$
            97,681





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





**NOTE
      5 - INCOME TAXES**




***Provision
      for income taxes and income taxes payable.*** Provision for income taxes includes (i) minimum franchise taxes due in the
      State
      of California for 2005 of $800 (2004:$1,323) and (ii) Hong Kong profits tax
      of
      $108,968 (2004: $117,934) for the Company’s subsidiary operating in Hong Kong.
      Hong Kong profits tax rate was 17.5% (2004: 17.5%) on the subsidiary's estimated
      assessable profits arising in Hong Kong. A reconciliation of income before
      tax
      to the effective tax rate for the Hong Kong subsidiary follows:




**2005**
            
            **2004**Income
                (loss) before tax
            
            $
            408,364
            
            $
            619,727Tax
                at Hong Kong profits tax rate
            
            
            71,464
            
            
            108,452Tax
                effect of non-assessable income and non-deductible
                expenses
            
            
            5,395
            
            
            9,482Change
                in deferred tax
            
            
            32,109
            
            
            -Tax
                effect of unrecognized tax loss
            
            
            -
            
            
            -Tax
                charge for the period / year at the Company’s effective tax
                rate
            
            
            108,968
            
            
            117,934




The
      Company’s subsidiary operating in the PRC is subject to PRC Foreign Enterprise
      Income Tax at a rate of 15% (2004: 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 2005 and 2004.




Income
      taxes payable at December 31, 2005 consists of HK taxes of $194,793 and
      California minimum franchise taxes of $800.




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




**Deferred
                tax assets:**Federal
                net operating loss carryforwards (34%)
            
            $
            189,288State
                net operating loss carryforwards (8.84%)
            
            
            49,215Valuation
                allowance (42.84%)
            
            
            (238,503
            )Net
                deferred tax asset
            
            
            -**Deferred
                tax liabilities:**Depreciation
            
            
            32,109Net
                deferred tax liability
            
            $
            32,109




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





F-10




The
      valuation allowance for 2005 increased approximately $160,000 from 2004,
      primarily representing the effect of net operating loss carryforwards of
      approximately $557,000 for both federal and state income tax purposes, which
      expire through 2025 and 2010, respectively. The Company has fully reserved
      against its deferred tax asset, as it does not believe realization is likely.
      Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s
      federal net operating loss carryforwards may be limited if a cumulative change
      in ownership of more than 50% is deemed to occur within any three-year
      period.




**NOTE
      6 - COMMITMENTS AND CONTINGENCIES**




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




***Employment
      contract*** . On
      January 1, 2004, the Company entered into an employment agreement with its
      chief
      executive officer which provides for an annual salary of $100,000, plus bonuses
      of up to 1% of base salary. On January 15, 2004, the Company amended the
      employment agreement to adjust the salary to $60,000 per year plus bonuses
      of up
      to 1% of net sales of BonusAmerica over and above $10 million, valid for one
      year. The contract was amended to approximate the fair value of services
      rendered. For the year ended December 31, 2005, the Company's chief executive
      officer's salary charged to operations was $60,000 (2004: $60,000).




**NOTE
      7 - RELATED PARTY TRANSACTIONS**




***Facilities***  **.** On March
      1, 2004, the Company began renting warehouse and office facilities from Stanford
      on a month-to-month basis at $6,000 per month. In July 2004, the monthly rental
      obligation decreased to $3,500 and in July 2005 the monthly rental obligation
      decreased to $800 per month. During the year ended December 31, 2005, payments
      to Stanford related to rent were $24,200 (2004: $47,610).




***Database
      rentals*** . The
      Company rents its customer database to other divisions of Stanford. Rents
      charged are based on a percentage of revenues generated from the use of the
      database. During the year ended December 31, 2005 (2004: $14,763), the Company
      did not generate any significant revenues from its database
      rentals.




***Professional
      staff leased*** . On
      February 12, 2004, the Company entered into an agreement to pay Stanford a
      percentage of employee compensation based upon the percentage of employee hours
      used by the Company in 2003. In connection therewith, Stanford charged the
      Company 68% of its total employee costs from January to March 2004. As of April
      1, 2004, BonusAmerica started paying its own employment cost. During the year
      ended December 31, 2004, the Company incurred $174,145 related to the leasing
      of
      professional staff.




***Fixed
      assets rentals*** . On
      February 20, 2004, the Company agreed to lease property and equipment to
      Stanford based on a reasonable and agreed upon charge. Lease charges were
      approximately 25% of the depreciation expense in 2004. The same percentage
      is
      used for 2005 since the agreement between the Company and Stanford includes
      no
      agreed upon percentage. During the year ended December 31, 2005, fixed asset
      rental income was $17,400 (2004: $17,400).




***Amounts
      due from related parties***  *.* Amounts
      due from related parties are unsecured, interest free and re-payable on demand
      and include the following: (i) amounts due from entities under common control
      of
      the CEO and CFO of this Company totaling $71,568 and (ii) amounts due from
      Stanford International Holding of $389,892. In 2004, the Company had a
      commitment to receive $250,000 from Stanford to support operations. The note
      bore interest at the rate of prime plus 1% and was due on demand. As of December
      31, 2004, Stanford paid in full the $250,000 commitment.




***Amounts
      due to related parties*****.**Amounts
      due to related parties of $6,401 consists of (i) a loan to a director totaling
      $1,666 that is unsecured, interest-free and repayable on demand and (ii) $4,735
      payable to a director and officer for accrued expenses incurred in the ordinary
      course of business.




***Settlement
      of Note Receivable and Note Payable to Related Party.*** Since
      inception, the Company’s former director and officer and Archer Pacific
      Management Inc., an affiliate one of our former directors and officers, advanced
      to us several demand loans in the total sum of $158,516, which were used for
      organizational and start-up costs and operating capital. On June 30, 2004,
      we
      entered into an assignment agreement with each of the parties pursuant to which
      we assigned a $25,000 and a $160,000 note receivable, respectively, in
      settlement of such interest- free, demand loans. The excess of the receivable
      assigned to amounts due of $26,483 was recorded as interest expense in
      2004.




**NOTE
      8 - BANK LOAN**




The
      Company obtained banking facilities with a financial institution in Hong Kong
      that included a term loan of $256,410 (HKD2,000,000), various letters of credit
      (HKD3,000,000), trust receipt (HKD1,000,000) and overdraft protection
      (HKD200,000). The aggregate outstanding facilities under the agreement that
      the
      Company may have for all facilities excluding the term loan is HKD$4,200,000.
      As
      of December 31,





F-11




2005,
      the
      Company had outstanding a term loan of $227,920 and bank overdraft of $411.
      The
      term loan is payable in 36 equal monthly installments plus accrued interest
      at
      HKD Prime Rate (7.75% at December 31, 2005). The letters of credit have a
      maximum term of six months and the trust receipt has a maximum term of ninety
      days subject to interest at 0.5% per annum over the HK Prime Rate. The bank
      overdraft is subject to interest at 1.0% per annum over the HK Prime Rate.
      The
      banking facilities are personally guaranteed by the Company's President and
      Chief Executive Officer and secured by the pledged fixed deposit of $259,365
      (HKD2,023,047). (See Note 3)




Future
      minimum payments in the aggregate for Company’s debt for each of the five years
      following December 31, 2005 is as follows: 2006: $186,112; 2007: $85,471; 2008:
      $56,978; 2009-2010: $-.




**NOTE
      9 - OPERATING LEASE COMMITMENTS**




During
      the year ended December 31, 2005, 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 and expiring through
      June 2006. None of the leases included contingent rentals. Lease expense charged
      to operations for 2005 amounted to approximately $77,000 (2004: $36,000). Future
      minimum lease payments under non-cancelable operating leases is
      $2,308.





**NOTE
      10 - SUBSEQUENT EVENTS**




Subsequent
      to year end, the Company issued 1,950,000 unrestricted shares of common stock
      for services rendered relating to management services, business advisory, and
      legal and professional services. The shares were issued under the Company’s
      Registration Statement on Form S-8 relating to the registration of the Company's
      2005 Non-Qualified Incentive Stock Compensation Plan as filed with the SEC
      on
      January 9, 2006.




**NOTE
      11 - RESTATEMENT TO CONSOLIDATED FINANCIAL STATEMENTS**




Based
          on
          the comments from the Securities and Exchange Commission, the Company amended
          the consolidated financial statements and certain notes related thereto
          as
          follows:
 
 The
            consolidated statements of operations and stockholders’ equity were updated for
            the year ended December 31, 2004 and Note 1 to the consolidated financial
            statements was extended to provide additional information regarding the
            recapitalization of the Company as a result of a reverse acquisition
            in 2004 The
            restatement to the consolidated statement of operations was made to
            retroactively reflect the weighted average number of shares outstanding
            for
            2004. The effect of the restatement was to decrease weighted average
            common
            shares outstanding and increase earnings per share. The restatement had
            no
            effect on total stockholders’ equity or net income in the accompanying financial
            statements. The following table presents the effects of the aforementioned
            amendments to the basic and fully diluted earnings per share.


**2004****As
                restated**
            
            **As
                previously**
              **reported**Weighted
                Average Common Shares Outstanding - Basic and Diluted
            
            
            18,487,425
            
            
            19,862,000Earnings
                Per Share - Basic and Diluted
            
            $
            0.03
            
            $
            0.02




The
          accompanying consolidated statements of cash flows for the years ended
          December
          31, 2005 and 2004 have been restated to present changes in cash flows from
          disbursements for loans or advances made and receipts from collections
          of loans
          or advances made as a component of investing activities rather than as
          financing
          activities as previously reported. The restatement had no impact on net
          income,
          earnings per share (basic or diluted) or total stockholders’
equity.


Additionally,
          Note 2 to the consolidated financial statements was amended to include
          expanded
          disclosures pursuant to the requirements of SFAS 131 which included financial
          information about geographic area and the facts and circumstances relating
          to
          the impairment loss on property, plant and equipment, and the segment in
          which
          the impaired asset was reported.




F-12




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




None.





**ITEM
      8A. Controls and Procedures**




(a)
      Evaluation of Disclosure Controls and Procedures





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





(b)
      Changes in Internal Control Over Financial Reporting





There
      were no changes in our internal controls over financial reporting that occurred
      during the quarter ended December 31, 2005 that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B. Other Information**




None.





**PART
      III.**





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





Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(A)
      Of The Exchange Act.




Our
      directors and officers, as of December 31, 2004, 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
            
            58
            
            Chief
                Executive Officer, Interim
            
            2004Financial
                Officer and DirectorJohn
                A. Leper
            
            50
            
            Vice-President,
                Secretary and
            
            2004Director




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




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




28





(a)
      Significant Employees




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




(b)
      Family Relationships




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




(c)
      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.




(d)
      Audit
      Committee




We
      have
      undergone a significant change in management since our acquisition by Stanford.
      We are 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, principal 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,
      we
      believe that all reports needed to be filed have been filed in a timely manner
      for the year ended December 31, 2005. In making this statement, we have relied
      solely on copies of any reporting forms received by us, and upon any written
      representations received from reporting persons that no Form 5 (Annual Statement
      of Changes in Beneficial Ownership) was required to be filed under applicable
      rules of the Commission.





**ITEM
      10. Executive Compensation**




The
      following table sets forth the cash and non-cash compensation for the years
      indicated earned by or awarded to Michael Mak, our Chief Executive Officer
      and
      Interim Chief Financial Officer, and our only other executive officers and
      employees whose total cash compensation exceeded $100,000, or the Named
      Executive Officers and employees, in fiscal year 2005.





**Summary
      Compensation Table**




Annual 
                Compensation
            
            
            Compensation
                AwardsName
              and Principal Position
            
            
            Fiscal
                Year
              Ended
              June
                30
            
            
            Salary
              Compensation
            
            
            Securities
              Underlying
              Bonus
            
            
            All
                Other
              OptionsMichael
                Mak
            
            
            2005
            
            $
            60,000
            
            $
            —
            
            $
            —Chief
                Executive Officer andInterim
                Chief Financial Officer
            
            
            2004
            
            
            60,000
            
            
            —
            
            
            —John
                A. Leper
            
            
            2005
            
            
            35,000
            
            
            —
            
            
            —Secretary




29




**Employment
      Agreements**




On
      January 1, 2004, the Company entered into an employment agreement with its
      chief
      executive officer which provides for an annual salary of $100,000, plus bonuses
      of up to 1% of base salary. On January 15, 2004, the Company amended the
      employment agreement to adjust the salary to $60,000 per year plus bonuses
      of up
      to 1% of net sales of BonusAmerica over and above $10 million, valid for one
      year. The contract was amended to approximate the fair value of services
      rendered. For the year ended December 31, 2005, the Company's chief executive
      officer's salary charged to operations was $60,000 (2004: $60,000).




**Compensation
      of Directors**




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





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




**Security
      Ownership - Certain Beneficial Owners**




Beneficial
      ownership is shown as of April 12, 2005 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, 2005, or the Named Executive Officers, and (iv) all of our
      current directors and executive officers as a group. Unless otherwise indicated,
      the persons listed below have sole voting and investment power with respect
      to
      the shares and may be reached at 834 S. Broadway, 5th Floor, Los Angeles,
      California 90014.




Beneficial
                  Owner
              
              
              Shares
              
              
              Shares
                Presently
                Acquirable
                Within
                  60
                Days
                  (1)
              
              
              Total
              
              
              Percentage
                of
                  Class
                Beneficially
                OwnedStandford
                  International
                Holding
                  Corporation (2)
              
              
              11,500,000
              
              
              0
              
              
              11,500,000
              
              
              57.9
              %Michael
                  Mak (2)(3)(4)
              
              
              11,500,000
              
              
              0
              
              
              11,500,000
              
              
              57.9
              %John
                  A. Leper (3)(4)
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              %Ernest
                  Cheung (5)
              
              
              2,351,380
              
              
              0
              
              
              2,351,380
              
              
              11.84
              %All
                  Officers andDirectors
                  as a Group
                (2
                  persons)
              
              
              11,500,000
              
              
              0
              
              
              11,500,000
              
              
              57.9
              %




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




(2)
      Michael Mak, our Chief Executive Officer, Interim Chief Financial Officer and
      director, is also the Chief Executive Officer and a beneficial owner of 100%
      of
      Stanford International Holding Corporation, or Stanford. According to the
      Schedule 13D filed with the United States Securities and Exchange Commission
      on
      June 28, 2004, by Stanford, in which Stanford owns 11,500,000 shares
      (approximately 57.9%) of our issued and outstanding Common Stock.




(3)
      Director.




(4)
      Executive Officer.




(5)
      Includes 2,351,380 shares of our common stock currently held by Archer Pacific
      Management, Inc., an affiliate of Mr. Cheung. Mr. Cheung served as our Secretary
      until October 26, 2004, and served on our Board of Directors until January
      20,
      2005.





30





**ITEM
      12. Certain Relationships and Related Transactions**




**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 June, 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, 2005, payments to Stanford related to rent
      were
      $24,200 (2004: $47,610).




**Database
      Rentals**




We
      rent
      our customer database to other divisions of Stanford. Rents charged are based
      on
      15% of revenues generated from the use of the database by Stanford's other
      divisions. During the year ended December 31, 2005 (2004: $14,763), the Company
      did not generate any significant revenues from its database
      rentals.




During
      the twelve months ended December 31, 2005, we received income from Stand ford
      and other affiliates in connection with database rentals.




During
      the twelve months ended December 31, 2004, we received income of $14,763, from
      Stanford and other affiliates in connection with database rentals. This
      arrangement is terminable by us upon notice to Stanford.




**Leasing
      of Professional Staff**




On
      February 12, 2004, we entered into an oral agreement to lease from Stanford
      certain employees. Pursuant to the terms of the agreement, we would pay a
      portion of the leased employee's compensation costs based upon the percentage
      of
      employee hours used by us in 2003. In connection therewith, Stanford charged
      us
      68% of its total employee costs from January to March 2004. In April 2004,
      we
      started paying our own employment cost, and we ceased to lease professional
      staff from Stanford. During the twelve months ended December 31, 2005, we
      incurred approximately $0 (2004: $174,145) related to the leasing of
      professional staff.




**Fixed
      Assets Rentals**




On
      February 20, 2004, we agreed to lease property and office and other equipment
      from Stanford based on a reasonable and agreed upon charge. Lease charges were
      approximately 25% of the depreciation expense in 2004. The same percentage
      is
      used for 2005 since the agreement between us and Stanford includes no agreed
      upon percentage. During the twelve months ended December 31, 2005 and 2004,
      fixed asset rental income was $17,400 per year. We intend to continue leasing
      the property and office and other equipment in the near future.




**Amounts
      Due From/To Affiliate**




We
      have a
      commitment to receive $250,000 from Stanford to support operations in the form
      of a promissory note. The note bears an interest rate of prime plus 1% and
      is
      currently due on demand. As of December 31, 2004, Stanford has paid in full
      the
      $250,000 commitment.




During
      the twelve months ended December 31, 2005, we advanced the amount of $271,400
      on
      an promissory note to Stanford. $239,400 remains outstanding as of
      2005.




**Settlement
      of Note Receivable and Note Payable to Related Party**




Since
      our
      inception, Mr. Fred Tse (our former director and officer) and Archer Pacific
      Management Inc., an affiliate of Ernest Cheung (one of our former directors
      and
      officers), advanced to us several demand loans in the total sum of $158,516,
      which were used for organizational and start-up costs and operating capital.
      On
      June 30, 2004, we entered into an assignment agreement with each of Mr. Tse
      and
      Archer Pacific Management, Inc. pursuant to which we assigned to Mr. Tse and
      Archer Pacific Management, Inc., a $25,000 and a $160,000 note receivable,
      respectively, in settlement of such interest free, demand loans. The excess
      of
      the receivable assigned to amounts due of $26,483 was recorded as interest
      expense.




**Promissory
      Notes**




During
      fiscal year 2003, interest income of $9,600 (2002 - $2,068) was earned from
      a
      company controlled by an individual related to one of our former
      directors.




During
      fiscal year 2003, rent of $4,165 (2002 - $3,423) was charged by a company
      wholly-owned by one of our former directors.





31





**ITEM
      13. Exhibits and Reports on Form 8-K**




(a)
      Exhibits




3.1
            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)




3.2
            First
                Amendment to Articles of Incorporation filed with the Nevada Secretary
                of
                State on May 20, 2004 (Exhibit 3.1 to Form 8K/A filed with the Commission
                on May 26, 2004)




3.3
            Bylaws
                (Exhibit 3.4 to Registration Statement on Form SB-2 filed with the
                Commission on April 25, 2002)




3.4
            Amended
                Bylaws (Exhibit 3.2 to Form 10Q-SB filed with the Commission on February
                19, 2003)





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




4.2
            Form
                of Subscription Agreement (Exhibit 99.1 to Form SB-2 filed with the
                Commission on April 25, 2002)




4.3
            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)





4.4
            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)




4.5
            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)




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




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




10.3
            Share
                Exchange Agreement (Exhibit 10.1 to Form 8-K filed with the Commission
                on
                March 9, 2004)




21
            Subsidiaries
                List (filed herewith)




23.1
            Consent
                of Registered Public Accounting
                Firm




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)




(b)
      Reports on Form 8-K.




No
      Form
      8-Ks were filed for the fiscal year 2005.





32





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




The
      following is a summary of the fees billed to us by Clancy and Co., P.L.L.C.
      and
      its Hong Kong affiliate, HLB Hodgson Impey Cheng (collectively, "Clancy") and
      the Company's former auditors, McKennon, Wilson & Morgan LLP ("MWM") for
      professional services rendered for the years ended December 31, 2005 and 2004:





2005
            
            2004Service
            
            Clancy
            
            MWM
            
            Clancy
            
            MWMAudit
                Fees
            
            $
            130,000
            
            $
            —
            
            $
            128,000
            
            $
            40,000Audit
                RelatedFees
            
            
            —
            
            $
            2,525
            
            
            —
            
            
            —Tax
                Fees
            
            
            —
            
            
            —
            
            
            —
            
            
            —All
                Other Fees
            
            
            —
            
            
            —
            
            
            —
            
            
            —TOTAL
            
            $
            130,000
            
            $
            2,525
            
            $
            128,000
            
            $
            40,000




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.





**SIGNATURES**




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




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




/s/
                  Michael MakDated:
                  April 20, 2007
              MICHAEL
                  MAK, Chief Financial Officer
                (Principal
                  financial officer)




33





In
        accordance with the requirements of the Exchange Act, this report has been
        signed below on behalf of the registrant and in the capacities indicated
        on
        April 20, 2007.




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




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




34