ASIA GLOBAL HOLDINGS CORP. - FORM 10-K

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EX-32.1 - ASIA GLOBAL HOLDINGS CORP.	v207702_ex32-1.htm
EX-31.1 - ASIA GLOBAL HOLDINGS CORP.	v207702_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

OF 1934

For the fiscal year ended September 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission File Number 000-50788

ASIA GLOBAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

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

Room 901, Haleson Building
1 Jubilee Street
Central, Hong Kong

(Address of principal executive offices)

Telephone (+852) 2850 7680 Fax (+852) 2850 7588

(Issuer's telephone number, including area code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x No Yes ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. x No Yes ¨

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

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨

Smaller reporting company x

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

As of September 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $239,004 based on the closing sale price on that date as reported on the Over-the-Counter Bulletin Board. At September 30, 2010 there were 242,138,400 shares of common stock issued and outstanding. As of September 30, 2009 and July 26, 2010, there were 242,138,400 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

Effective December 21, 2009, Asia Global Holdings Corp. (the “Company”) changed its fiscal year from December 31 to September 30, to align the Company’s fiscal year with the fiscal year of its operating subsidiary, Ultra Professional Limited (“UPL”), which was acquired by the Company in a stock exchange transaction as of September 29, 2009. As of September 30, 2009, the Company sold its wholly-owned subsidiary Sino Trade-Intelligent Development Corp., Limited. These transactions were reported on Form 8-K, filed on November 19, 2009, with the acquisition of UPL being accounted for as a reverse acquisition and recapitalization of the Company by UPL as the accounting acquirer (legal acquiree), and the Company being treated as the accounting acquiree (legal acquirer).

As a result of these transactions, the Company is deemed to be a continuation of the business of UPL. See Note 1 to the audited financial statements included in this Report. This Annual Report on Form 10-K includes financial information for the period from January 2, 2009 (Inception) to September 30, 2009 and the financial statements for the year ended September 30, 2010. Other information is provided in accordance with the requirements of Form 10-K.

TABLE OF CONTENTS

PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	5
ITEM 1B.	Unresolved Staff Comments	8
ITEM 2.	Properties	8
ITEM 3.	Legal Proceedings	8
ITEM 4.	Submission of Matters to a Vote of Security Holders	8

PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
ITEM 6.	Selected Financial Data	9
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
ITEM 8.	Financial Statements and Supplementary Data	12
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	13
ITEM 9A(T).	Controls and Procedures	13
ITEM 9B.	Other Information

PART III
ITEM 10.	Directors and Executive Officers of the Registrant	13
ITEM 11.	Executive Compensation	15
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
ITEM 13.	Certain Relationships and Related Transactions	18
ITEM 14.	Principal Accountant Fees and Services	18

PART IV
ITEM 15	Exhibits, Financial Statement Schedules	19

SIGNATURES		20

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

PART I

Item 1. Business

History and Overview

Asia Global Holdings Corp. ("AAGH" or the "Company") was incorporated in the state of Nevada on February 1, 2002 under the name Longbow Mining Inc. Effective May 12, 2004, we changed our name to BonusAmerica Worldwide Corporation. On June 6, 2006, we changed our name to Asia Global Holdings Corp. From June 2006 through September 30, 2009, our business was providing advertising services to small and medium size manufacturers (primarily located in Southern China) of products for export to the United States. Operations were conducted through direct and indirect subsidiaries, including Sino Trade-Intelligent Development Corp., Limited (“Sino Trade”), Idea Asia Limited (“Idea Asia”), China Media Power Limited (“CMP”), and Wah Mau Corporate Planning Development Co., Ltd. (“Wah Mau”). Idea Asia and Wah Mau were wholly-owned subsidiaries of Sino Trade. CMP was a 60%-owned subsidiary of Idea Asia.

After management changes in 2008 and early 2009, there was a change in control of AAGH on September 28, 2009, when Michael Mak, a former officer and director, and principal shareholder of AAGH, and his 100% owned affiliate Stanford International Holding Corporation (“Stanford International”), sold 33,500,000 common shares of the Company, and 250,000 shares of Series A preferred stock of the Company, to Sina Dragon Holdings Limited (“Sina Dragon”), for US$10,000.00 cash paid to Mr. Mak and Stanford International Holding. The shares then represented 28.6%-of the voting rights of the outstanding common stock on September 28, 2009 (the preferred stock has voting rights as if converted into common stock – see Part III, Item 11, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”). Sina Dragon, a private Hong Kong investment company, is 100% owned by Mr. Stanley Lai, who is its sole officer and director. Mr. Ping -Shun Lai (brother of Mr. Stanley Lai) was appointed as a director and officer of the Company.

On September 29, 2010, AAGH acquired Ultra Professional Limited (“UPL”), by issuing 100 million common shares (restricted under Rule 144) to the sole shareholder of UPL (Mr. Kwong-Lim Liang). UPL was incorporated in the British Virgin Islands as a BVI Business Company under the BVI Business Companies Act, 2004, on January 2, 2009, and commenced business in July 2009. Its principal business is the provision of advertising consultation services in Hong Kong and the People’s Republic of China (“PRC”). UPL commenced operation in July 2009. Prior to his acquisition of the Company shares, Mr. Liang was not an affiliate of the Company. Following the acquisition of UPL, Mr. Kwong-Lim Liang was appointed a director of AAGH. His 100 million shares represent 34.2% of the common stock voting rights. See Part III, Item 11 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Business

UPL (established in 2009 and based in Hong Kong) provides consulting services to foreign and local (PRC) companies seeking to begin or re-organize advertising programs in the PRC. Mr. Kwong-Lim Liang, former owner of UPL and a director of AAGH, has 20 years of experience in structuring advertising contracts for foreign and PRC import and export businesses. All business advertising in the PRC must comply with local and central government regulations as to content and means of publication. UPL uses Mr. Liang’s extensive contacts and experience with government officials to help clients organize and maintain advertising programs that are compliant.

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

Item 1A. Risk Factors

Risks Related to the Company

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

UPL commenced operations in July 2009. For the year ended September 30, 2010, the Company had revenues of $32,513 and recorded net loss of $76,905 during the year, with an accumulated deficit of $355,087. At September 30, 2010, AAGH had negative working capital of $113,825, and owed $121,189 to related parties (Sina Dragon Holdings Ltd. and Mr. Kwong-Lim Liang, president of UPL and a director of AAGH).

We will continue to be dependent on financial support from Sina Dragon and Mr. Kwong-Lim Liang until such time, if ever, as UPL becomes a successful business with sufficient revenue to support AAGH’s operations. We have no plans or arrangements in place to raise third-party capital to expand UPL, and there is no assurance adequate capital can be raised.

We face formidable competition in our business.

There are a number of companies that provide consulting services similar to those available through UPL. Some of the competitors are international organizations with many employees, extensive client lists, and a broad range of services including creation and publication of advertising campaigns. The persistence of the global economic recession has adversely impacted the smaller businesses we target as potential clients. As a result of these factors, there is more competition focused on fewer clients. UPL’s relationship with government personnel overseeing advertising in the PRC may not be sufficient to outweigh UPL’s substantial competitive weaknesses.

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

Our results of operations could be impacted by changes in overall economic conditions that impact consumer spending within China and the United States. Future economic conditions such as employment levels, consumer confidence, business conditions, stock market volatility, interest and tax rates, and unexpected changes in PRC government regulation of both internal and foreign business enterprises, could reduce demand for UPL’s advertising consulting services.

Acquisitions may harm our financial results.

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

Risks Related to Doing Business in China

Certain important certificates, permits, and licenses are subject to PRC governmental control and renewal, and the failure to obtain renewal would adversely impact our business.

Doing business in the PRC is subject to compliance with numerous permits and licenses. Our licences and permits, and those required of SZIG, must be complied with and renewed periodically. During the application or renewal process, businesses will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and regulations, which may change from time to time. In the event that we or SZIG are not able to obtain or renew the certificates, permits and licenses, all or part of our and/or SZIG’s PRC operations may be suspended by the government, which would have a material adverse effect on our business and financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of our or SZIG’s operations, it may adversely affect our results of operations and profitability.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiary in the PRC, which is a wholly foreign owned enterprise in China, and, as such, it is generally subject to laws and regulations applicable to foreign invested enterprises in China. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to intellectual property rights and various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

As our operating subsidiary, and all of our assets, are located outside the United States, it will be extremely difficult to acquire jurisdiction and enforce liabilities against the Company and our officers, directors and assets based in China.

Although the Company is a Nevada corporation, all our officers and directors reside outside of the United States. and all our assets will be located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon our directors or officers and our subsidiary, or enforce against any of them court judgments obtained in United States’ courts, including judgments relating to United States federal securities laws. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of United States’ courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States, or be have jurisdiction to hear original actions brought in the United States predicated upon the securities laws of the United States. Furthermore, because all of our assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against us in United States court.

The loss of services of Mr. Kwong-Lim Liang would adversely affect our business.

Because all operations as of the date of this Report are conducted at our subsidiary UPL, our success depends entirely upon the continued services of Mr. Kwong-Lim Liang, president of UPL and a director of AAGH. Although UPL, intends to employ additional persons and retain consultants from time to time, Mr. Kwong-Lim Liang’s experience with PRC government policies is key to advancing the business. It would be difficult, if not impossible, to find a replacement if he were unable to continue in service.

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

Our success depends on our ability to attract and retain qualified technical, sales and marketing, customer support, and managerial personnel. We hope to expand our total workforce and will need to attract qualified personnel in order to grow our business. We may not be able to attract, integrate and retain the numbers and types of candidates that we desire. Even if we are successful in attracting new staff, we may not be able to increase revenue quickly enough to offset the costs of the additional personnel. Any of these contingencies could cause our business to suffer.

If we are unable to attract, train and retain qualified search staff, we may not remain competitive and could lose business and our customers, which could have an adverse effect on revenue.

Future currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese renminbi into foreign currencies and, if Chinese renminbi were to decline in value, reducing our revenues in U.S. dollar terms.

Our reporting currency is the U.S. dollar and our operations in China and Hong Kong use their respective local currencies as their functional currencies. The majority of our revenues derived and expenses incurred are in currencies other than the U.S. dollar. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. We can offer no assurance that these will be stable against the U.S. dollar or any other foreign currency.

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

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

The trading price of our shares has been and may continue to be subject to considerable daily fluctuations. During the year ended September 30, 2010, the closing sale prices of our ordinary shares on the Over-the-Counter Bulletin Board ranged from $0.0020 to $0.0051 per share. To a large extent, this volatility and trending down in stock prices has reflected AAGH’s changing business results. However, in addition, smaller companies generally have seen stock prices and trading volumes diminish since early 2008, and the market prices for China-related and Internet-related companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance. These broad market and industry fluctuations may continue to adversely affect the price of our shares, independently of operating results.

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

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

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

Sina Dragon and Mr. Kwong-Lim Liang (formerly the sole shareholder of UPL, and now a director of AAGH), control 28.6% and 34.2% of the voting rights on the common stock. Though they do not constitute a “group” for SEC reporting purposes, and are not affiliated with each other, together they are able to substantially influence all matters requiring the approval of shareholders, including the election of directors and the approval of significant corporate transactions such as acquisitions. This concentration of ownership could delay, defer or prevent a change in control or otherwise impede a merger or other business combination that the Board of Directors or other shareholders may view favorably.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We currently occupy a small office space in Hong Kong located at Room 901, Haleson Building, 1 Jubilee Street, Central, Hong Kong, for rent of $423 on a month-to-month basis.

Item 3. Legal Proceedings

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

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

During the fiscal year ended September 30, 2010, there were no matters submitted to the security holders for a vote.

PART II.

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

Since July 17, 2006, our common stock has been traded on the Over-the-Counter Bulletin Board under the symbol “AAGH.OB”. As of August 2, 2010, there were: (i) 19 shareholders of record, without giving effect to determining the number of shareholders who hold shares in "street name." We estimate the number of beneficial owners with stock in street name to be approximately 900. ; (ii) no outstanding options to purchase shares of common stock; and (iii) 242,138,400 shares of common stock and 250,000 shares of preferred stock (convertible into 50,000,000 shares of common stock), issued and outstanding.

The following table sets forth, for the fiscal quarters indicated (based on a fiscal year ending September 30), the high and low closing prices as reported by the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Sales Price

	High		Low
Fiscal 2009
First Quarter	$	0.05	$	0.018
Second Quarter	$	0.031	$	0.015
Third Quarter	$	0.025	$	0.0026
Fourth Quarter	$	0.009	$	0.0012

Fiscal 2010
First Quarter	$	0.0051	$	0.0021
Second Quarter	$	0.0031	$	0.0020
Third Quarter	$	0.0035	$	0.0028
Fourth Quarter	$	0.0035	$	0.0021

Dividend Policy

Common Stock.

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

Preferred Stock.

The Series A Preferred Convertible Stock does not pay dividends.

Recent Sales of Unregistered Securities

During the fiscal year ended September 30, 2010, we issued 100 million common shares to the former shareholder of UPL, a resident of Hong Kong. These shares were issued as restricted securities under the Securities Act of 1933. AAGH claims the exemption available under Section 4(2) of the Act.

Item 6. Selected Financial Data.

The following tables summarize certain selected financial information of AAGH for the period presented. The selected consolidated statements of operations data for the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009, and the selected consolidated balance sheets data as of September 30, 2010 and 2009 should be read together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included in this Report.

	Year Ended			Jan 2, 2009 to
	Sep 30, 2010			Sep 30, 2009
Revenue	$	32,513		$	57,692
Cost of revenue	$	(15,000	)	$	(17,949	)
Gross profit	$	17,513		$	39,743
Selling, general and administrative expenses	$	(94,418	)	$	(31,206	)
(Loss) income before income taxes	$	(76,905	)	$	8,537
Income tax expense	$	0		$	(3,149	)
Net (loss) income	$	(76,905	)	$	5,388
Net (loss) income per share – Basic and diluted	$	(0.00	)	$	0.00

	As of			As of
Balance Sheet Data	Sep 30, 2010			Sep 30, 2009
Cash and cash equivalents	$	50,320		$	1,001
Total current assets	$	70,833		$	58,693
Total assets	$	71,959		$	59,711
Amount due to related parties	$	121,189		$	57,485
Total current liabilities	$	184,658		$	95,505
Total stockholders’ equity (deficit)	$	(112,699	)	$	(35,794	)

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

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

Overview and Future Plan of Operations

In 2008 the Company generated all its revenue from the media and advertising business. In March 2008 the Company discontinued production of the Who Wants To Be A Millionaire? TV show and largely scaled down the TV entertainment business. In 2008 revenue declined by 53.4% from $10,664,613 in 2007 to $4,968,145 in 2008 primarily resulting from decreased advertising sales due to the global economic downturn starting from the fourth quarter of 2008. The Company experienced a loss of $3,217,339 in 2008. Business conditions worsened in 2009, to the point that no revenues were recorded for the three months ended June 30, 2009.

On September 29, 2009, we acquired a small but profitable advertising consulting business (Ultra Professional Limited) in a stock exchange transaction, and the next day (September 30, 2010) sold the subsidiary Sino Trade for nominal consideration, These transactions have positioned AAGH for possible future growth, by eliminating Sino Trade and its various subsidiaries which were generating considerable losses, and changing business direction to the business advertising consulting sector in Hong Kong and the PRC.

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

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

In the period from July 2009 (inception) through September 30, 2009, the Company recorded net after tax income of $5,388 on revenues of $57,692 and cost of revenue of $17,949. Operating expenses of $31,206 were comprised of audit fee of $12,820 and rental fee of $1,269.

Revenues:

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

Cost of Revenue

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

Selling, General and Administrative Expenses

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

Net (Loss) Income

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

Financial Condition

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

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

Trends, Events, and Uncertainties

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

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

Cash flows from operating activities

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

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

Cash flows from investing activities

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

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

Cash flows from financing activities

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

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

Liquidity

Our growth plans may require additional funding from outside sources. We intend to pursue discussions with existing stockholders, third party financing sources and potential lenders to ensure access to funds as required. Our future liquidity will depend on our revenue growth and our ability to sell our products and services at positive gross margins and control our operating expenses. Over the coming twelve months, we expect to spend approximately $100,000 for operating expenses.

Management believes the Company has the ability to continue as a going concern only if it can meet its financing requirements through external sources of financing. Management plans to continue reviewing all aspects of its business and make adjustments as needed to those considered unprofitable. The Company must meet its financing requirements through external sources of financing or the Company cannot continue to operate as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern.

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

Critical Accounting Policies

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

Revenue recognition

In accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. The Company derives its revenue from the provision of advertising consultation service, based upon the customers’ specification. The service contracts are billed either on a fixed-fee basis or on a time-and-material basis. Generally, the Company recognizes revenue as services are performed and accepted by the customer.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance based on historical write-off experience of the Company. The Company reviews its allowance for doubtful accounts on a regular basis. All other balances are reviewed on a specific basis based on the aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Impairment of long-lived assets

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

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

Inflation

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

Item 8. Financial Statements and Supplementary Data.

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Cash Flows		F-4

Consolidated Statement of Stockholders’ Deficit		F-5

Notes to Consolidated Financial Statements		F-6 - F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Asia Global Holdings Corp.

(Successor of Ultra Professional Limited)

We have audited the accompanying consolidated balance sheets of Asia Global Holdings Corp. and its subsidiary (“the Company”) as of September 30, 2010 and 2009 and the related consolidated statements of operations, cash flows and stockholders’ deficit for the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2010 and 2009 and the results of operations and cash flows for the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

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

/s/ ZYCPA Company Limited

ZYCPA Company Limited

Certified Public Accountants

Hong Kong, China

January 10, 2011

F-1

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2010 AND 2009

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

	As of September 30,
	2010			2009

ASSETS
Current assets:
Cash and cash equivalents	$	50,320		$	1,001
Accounts receivable, related parties		20,513			57,692

Total current assets		70,833			58,693

Non-current assets:
Plant and equipment, net		1,126			1,018

TOTAL ASSETS	$	71,959		$	59,711

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	60,321		$	34,872
Income tax payable		3,148			3,148
Amount due to a director		69,907			6,203
Amount due to a stockholder		51,282			51,282

Total current liabilities		184,658			95,505

Commitments and contingencies

Stockholders’ deficit:
Series A, convertible preferred stock, $0.001 par value; 500,000 shares authorized; 250,000 shares issued and outstanding shares, respectively		250			250
Common stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares issued and outstanding, respectively		242,138			242,138
Accumulated deficit		(355,087	)		(278,182	)

Total stockholders’ deficit		(112,699	)		(35,794	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	71,959		$	59,711

See accompanying notes to consolidated financial statements.

F-2

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

	Year ended September 30, 2010			Period from January 2, 2009 (Inception) to September 30, 2009

Net revenues from related parties	$	32,513		$	57,692

Cost of revenue		(15,000	)		(17,949	)

Gross profit		17,513			39,743

Operating expenses:
Selling, general and administrative		(94,418	)		(31,206	)

(Loss) income before income taxes		(76,905	)		8,537

Income tax expense		-			(3,149	)

NET (LOSS) INCOME	$	(76,905	)	$	5,388

Net (loss) income per share – Basic and diluted	$	(0.00	)	$	0.00

Weighted average common stock outstanding – Basic and diluted		242,138,400			239,761,741

See accompanying notes to consolidated financial statements.

F-3

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

	Year ended September 30, 2010			Period from January 2, 2009 (Inception) to September 30, 2009

Cash flows from operating activities:
Net (loss) income	$	(76,905	)	$	5,388
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		288			28
Changes in operating assets and liabilities:
Accounts receivable from related parties		37,179			(57,692	)
Accounts payable and accrued liabilities		25,449			34,872
Income tax payable		-			3,148

Net cash used in operating activities		(13,989	)		(14,256	)

Cash flows from investing activities:
Purchase of plant and equipment		(396	)		(1,046	)

Net cash used in investing activities		(396	)		(1,046	)

Cash flows from financing activities:
Advance from a director		63,704			6,203
Advance from a stockholder		-			10,100

Net cash provided by financing activities		63,704			16,303

NET CHANGE IN CASH AND CASH EQUIVALENTS		49,319			1,001

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD		1,001			-

CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD	$	50,320		$	1,001

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to consolidated financial statements.

F-4

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

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

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

	Series A, convertible preferred stock				Common stock				Accumulated			Total stockholders’
	No. of share		Amount		No. of share		Amount		deficit			deficit

Balance as of January 2, 2009 (Inception)		-	$	-		100,000,000	$	100,000	$	(99,900	)	$	100

Shares effectively issued to former AAGH shareholders as part of the September 29, 2009 recapitalization		250,000		250		142,138,400		142,138		(183,670	)		(41,282	)

Net income for the period		-		-		-		-		5,388			5,388

Balance as of September 30, 2009		250,000		250		242,138,400		242,138		(278,182	)		(35,794	)

Net loss for the year		-		-		-		-		(76,905	)		(76,905	)

Balance as of September 30, 2010		250,000	$	250		242,138,400	$	242,138	$	(355,087	)	$	(112,699	)

See accompanying notes to consolidated financial statements.

F-5

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

1.	ORGANIZATION AND BUSINESS BACKGROUND

Asia Global Holdings Corp. (the “Company” or “AAGH”) was incorporated in the State of Nevada on February 1, 2002 as Longbow Mining Inc. On May 12, 2004, the Company changed its name to “BonusAmerica Worldwide Corporation”. On June 6, 2006, the Company further changed its current company name to “Asia Global Holdings Corp.”

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

Recapitalization and reorganization

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

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

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

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

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

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

Accordingly, the accompanying consolidated financial statements include the following:

(1) the balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

(2) the financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

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

F-6

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

2.	GOING CONCERN UNCERTAINITIES

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

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

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

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

·	Basis of presentation

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

·	Use of estimates

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

·	Basis of consolidation

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

·	Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

·	Accounts receivable and allowance for doubtful accounts

F-7

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

As of September 30, 2010 and 2009, the Company did not record any amount of the allowance for doubtful accounts.

·	Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

			Depreciable life
Office equipment			5 years

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

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

·	Impairment of long-lived assets

In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment as of September 30, 2010 and 2009.

·	Revenue recognition

In accordance with ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured.

The Company derives its revenue from the provision of advertising consultation service, based upon the customers’ specification. The service contracts are billed either on a fixed-fee basis or on a time-and-material basis. Generally, the Company recognizes revenue as services are performed and accepted by the customer.

·	Cost of revenue

Cost of revenue includes subcontracting fee, printing and material costs that are attributable to the rendering the service to the customers.

·	Advertising expense

Advertising costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The Company incurred no such cost for the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009.

F-8

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

·	Income taxes

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

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

For the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.

The Company conducts major businesses in Hong Kong and is subject to tax in its own jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authority.

·	Foreign currencies translation

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

The reporting currency of the Company is United States Dollars ("US$"). The Company maintains its books and records in its local currency, Hong Kong Dollars ("HK$"), which is functional currency as being the primary currency of the economic environment in which the entity operates. The Company adopts ASC Topic 830-30, “Translation of Financial Statement”, to translate the financial statement into US$ from HK$, using the exchange rate on the balance sheet date as to assets and liabilities. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. For the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009, the impact of foreign currencies translation is insignificant and no comprehensive income or loss is recorded.

·	Net (loss) income per share

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

F-9

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

·	Related parties

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

·	Segment reporting

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

·	Fair value measurement

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

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

·	Financial instruments

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, income tax payable and amount due to a director and a stockholder, are carried at cost which approximates fair value.

·	Recent accounting pronouncements

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

F-10

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

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

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

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

4.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following:

	As of September,
	2010		2009

Trade payable	$	15,000	$	17,949
Accrued operating expenses		45,321		16,923

	$	60,321	$	34,872

5.	AMOUNT DUE TO A DIRECTOR

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

6.	AMOUNT DUE TO A STOCKHOLDER

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

F-11

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

7.	STOCKHOLDERS’ EQUITY

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

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

8.	NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share is computed using the weighted average number of common stock outstanding during the period. Diluted net (loss) income per share is computed using the weighted average number of common stock outstanding and common stock equivalents during the period. Pursuant to stock exchange transaction on September 29, 2009, the weighted average number of common shares issued and outstanding was adjusted to account for the effects of the stock exchange transaction as more fully described in Note 1.

The following table sets forth the computation of basic and diluted net (loss) income per share for the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009:

	Year ended September 30, 2010			Period from January 2, 2009 (Inception) to September 30, 2009

Basis and diluted net (loss) income per share calculation
Numerator:
- Net (loss) income in computing basic and diluted net (loss) income per share	$	(76,905	)	$	5,388

Denominator:
Weighted average shares outstanding – Basic and diluted		242,138,400			239,761,741

Net (loss) income per share – Basic and diluted	$	(0.00	)	$	0.00

9.	INCOME TAXES

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

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

(Loss) income before income taxes	$	(76,905	)	$	8,537

F-12

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

Provision for income taxes consisted of the following:

	Year ended September 30, 2010		Period from January 2, 2009 (Inception) to September 30, 2009

Current:
– Local	$	-	$	-
– Foreign		-		3,149

Deferred:
– Local		-		-
– Foreign		-		-

Income tax expense	$	-		3,149

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the year ended September 30, 2010, the Company has a subsidiary that operates in Hong Kong and is subject to tax in the jurisdictions in which it operates, as follows:

United States of America

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

Hong Kong

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

	Year ended September 30, 2010			Period from January 2, 2009 (Inception) to September 30, 2009

(Loss) income before income taxes	$	(48,973	)	$	18,537
Statutory income tax rate		16.5	%		16.5	%
Income tax at Hong Kong statutory tax rate		(8,080	)		3,059

Tax effect from non-deductible items		48			90
Tax effect from tax allowance		(77	)		-
Net operating loss		8,109			-

Income tax expense	$	-		$	3,149

F-13

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

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

No provision for deferred tax assets or liabilities has been made, since the Company had no material temporary differences between the tax bases of assets and liabilities and their carrying amounts.

10.	RELATED PARTIES TRANSACTIONS

(a)

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

(b)

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

11.	CONCERNTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the year ended September 30, 2010 and the period from January 2, 2009 (Inception) to September 30, 2009, the customer who accounts for 10% or more of the Company’s revenues is presented as follows:

	Year ended September 30, 2010					September 30, 2010
	Revenues		Percentage of revenues			Accounts receivable

Customer A	$	20,513		63	%	$	20,513
Customer B		12,000		37	%		-

Total:	$	32,513		100	%	$	20,513

	Period from January 2, 2009 (Inception) to September 30, 2009					September 30, 2009
	Revenues		Percentage of revenues			Accounts receivable

Customer A	$	32,051		56	%	$	32,051
Customer B		25,641		44	%		25,641

Total:	$	57,692		100	%	$	57,692

F-14

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 AND

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

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

(b) Major vendors

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

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

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

12.	COMMITMENTS AND CONTINGENCIES

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

F-15

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

Not applicable.

Item 9A. Controls and Procedures

Not applicable.

Item 9A(T), Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with the rules required by the SEC for information required to be disclosed, in this annual report, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness and the operation of the Company’s disclosure controls and procedures. Based upon their evaluation of these disclosure controls and procedures, Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective for accumulating recording, processing, summarizing and communicating, to the Company’s management, to ensure timely decisions regarding disclosure information needed within the time periods specified in the SEC rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a - 15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of September 30, 2010, our internal control over financial reporting is effective based on those criteria.

This report does not include an attestation report by our independent registered public accounting firm, regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s report in this Form 10-K. Recently, the SEC changed the temporary rules to a permanent rule, exempting smaller reporting companies (such as our Company) from the requirement that their internal controls be subject to independent accounting firm attestation.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and officers, as of the date this Report is filed, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

Mr. Ping Shun Lai was appointed the Chief Executive Officer, Interim Chief Financial Officer, and a Director of AAGH as of September 28, 2009, in connection with the change of control of AAGH resulting from Sina Dragon purchase of a block of common and preferred stock from a Mr. Mak, a former officer and director. Mr. Ping-Shun Lai has more than 40 years of experience in running manufacturing operations in Hong Kong and the PRC, and has established relationships with high-level personnel within different Ministries of the PRC. Since 1999, he has been a consultant and director for Teams Uniform Specialist Co., Ltd., a privately-held garment manufacturing company based in Hong Kong. He is a brother of Mr. Stanley Lai, sole owner of Sina Dragon.

Mr. Kwong-Lim Liang was appointed to the Board of Directors following AAGH’s acquisition of UPL on September 29, 2009. Mr. Liang was a director of UPL and its sole shareholder, and continues to serve UPL as its President. He has 20 years of experience in structuring advertising contracts for foreign and PRC import and export businesses. Since 1999, Mr. Liang has been director and a principal owner of Nina Ltd., a Hong Kong based private trading company.

(a) Significant Employees

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

(b) Family Relationships

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

LEGAL PROCEEDINGS

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation, has been involved in legal proceedings that would be material to an evaluation of our management.

AUDIT COMMITTEE

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

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

CODE OF ETHICS

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

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and beneficial holders of more than 10% of our common stock to file with the Commission initial reports of ownership and reports of changes in ownership of our equity securities. As of the date of this Report, Sina Dragon, Mr. Ping-Shun Lai and Mr. Kwong-Lim Liang have not filed Forms 3 to report beneficial ownership in the Company’s stock.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Background and Compensation Philosophy

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

Our board of directors have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers.

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

Elements of Compensation

The Company has not paid compensation to its officers since 2007, and does not expect to begin paying compensation until such time as operations warrant.

Base Salary

Mr. Ping-Shun Lai has served as president since September 2009, and has not been paid any compensation for service.

Discretionary Bonus

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

Equity Incentives

We have not established equity based incentive program and have not granted stock based awards as a component of compensation, apart from the common stock award of approximately 2,000,000 shares of restricted common stock and an award of 500,000 shares of series A convertible preferred stock to our former CEO Mr. Michael Mak as an employment signing bonus in 2007. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted if our board of directors determines that it is in the best interests of our stockholders and the Company to do so.

Retirement Benefits

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

Perquisites

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

Deferred Compensation

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

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

SUMMARY COMPENSATION TABLE

Name and Position	Year*	Salary ($)	Bonus Shares ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Ping-Shun Lai, CEO & CFO	2009	0	0	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0	0

SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

We do not have an employment agreement with Mr. Ping-Shun Lai, our sole officer.

BONUSES AND DEFERRED COMPENSATION

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

OPTION GRANTS IN THE LAST FISCAL YEAR

We did not grant any options or stock appreciation rights to our named executive officers or directors in 2010.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

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

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

Compensation of Directors

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

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

Security Ownership - Certain Beneficial Owners

Beneficial ownership is shown as September 30, 2010 for shares held by (i) each person or entity known to us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock based solely upon a review of filings made with the Commission and our knowledge of the issuances by us, (ii) each of our directors, (iii) our Chief Executive Officer and our three other most highly compensated officers whose compensation exceeded $100,000 during the fiscal year ended September 30, 2010, or the Named Executive Officers, and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, the persons listed below have sole voting and investment power.

Security Ownership - Certain Beneficial Owners and Management

		Amount
		And		Percentage
		Nature of		of Class
		Beneficial		Beneficially
Beneficial Owner (including address)	Title of class	Ownership		Owned(1)(2)

Sina Dragon Holdings Limited Room 901, 9F, Haleson Building, 1 Jubilee Street, Central, Hong Kong	Common		33,500,000		13.8	%
	Preferred		250,000		100.0	%
Kwong-Lim Liang, Director	Common		100,000,000		41.3	%
Room 901 Haleson Building., 1 Jubilee Street
Central, Hong Kong

Ping-Shun Lai, CEO, CFO, Director			-0-		-0-

Officers and Directors as a Group (two persons)	Common		100,000,000		41.3	%

(1)

On September 28, 2009, Mr. Michael Mak (and his 100% owned affiliate Stanford International Holding Corporation) sold 33,500,000 common shares of the Company, and 250,000 shares of Series A preferred stock of the Company, to Sina Dragon Holdings Limited, for an aggregate of $10,000.00 cash paid to Mr. Mak and Stanford International Holding. The shares were sold as restricted securities.

The common shares represent 13.8% of the total 242,138,400 outstanding common shares at September 30, 2010. However, the 250,000 shares of Series A preferred stock is convertible into 50,000,000 shares of common stock. Accordingly, the purchased shares together represent 28.6% of the voting rights of stockholders, as the holders of preferred and common shares vote together on all matters presented to stockholders (as provided in the Designation of Preferred Shares (Exhibit 3.1 to the Form 8-K filed on October 27, 2006)), and the holder of the preferred shares is entitled to vote the shares as if converted to common stock. The formula for determining the votes which the holder of preferred shares is entitled to cast is set forth in the Designation.

(2)

Mr. Kwong-Lim Liang owns 100,000,000 shares, representing 41.3% of the outstanding common stock. However, due to the special voting rights of the Series A Preferred Stock held by Sina Dragon, Mr. Kwong-Lim Liang’s common stock holds only 34.2% of the total voting rights of holders of common and preferred stock combined.

Changes in Control

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

Securities Authorized for Issuance Under Equity Compensation Plans

None.

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

Amounts Due From/To Affiliate

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

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

Director Independence

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

Item 14. Principal Accountant Fees and Services.

The following is a summary of the fees billed to us by the Company's current auditors, ZYCPA Company Limited ("ZYCPA") for professional services rendered for the twelve months period ended September 30, 2010 and the period from January 2, 2009 to September 30, 2009:

	2010		2009
Service	ZYCPA		ZYCPA
Audit Fees	$	33,718	$	12,820

Audit Related
Fees

Tax Fees

All Other Fees

TOTAL	$	33,718	$	12,820

Audit fees consist of the aggregate fees billed for services rendered for the audit of our annual financial statements, the reviews of the financial statements included in our Forms 10-Q and for any other services that are normally provided by our independent auditors in connection with our statutory and regulatory filings or engagements.

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

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

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

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

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

(b) Exhibits

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

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

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

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

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

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

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

10.1	Common SCommon Stock Purchase Agreement (acquisition of Ultra Professional Ltd., dated September 29, 2009, filed as an exhibit to the Form 8-K filed with the Commission on )(1)

10.2	Common Stock Purchase Agreement (disposition of Sino Trade Intelligent Development Corp. Limited, dated September 30, 2009)(2)

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

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

(1) Incorporated by reference from exhibit 10.1 to the Form 10-Q filed on November 19, 2009

(2) Incorporated by reference form the exhibit 10.2 to the Form 10-Q filed on November 19, 2009.

SIGNATURES

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

	ASIA GLOBAL HOLDINGS CORP.

		/s/ Mr. Ping-Shun Lai
		MR. PING-SHUN LAI, Chief Executive Officer
		(Principal executive officer)

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

Dated: January 11, 2011

Director Since

Ping- Shun Lai

Chief Executive Officer, Interim Chief

September 28, 2009

Financial Officer and Director

Kwong-Lim Liang

November 16, 2009