ASIA GLOBAL HOLDINGS CORP. - FORM 10-Q

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EX-32.2 - EX-32.2 - ASIA GLOBAL HOLDINGS CORP.	v223459_ex32-2.htm
EX-31.2 - EX-31.2 - ASIA GLOBAL HOLDINGS CORP.	v223459_ex31-2.htm
EX-32.1 - EX-32.1 - ASIA GLOBAL HOLDINGS CORP.	v223459_ex32-1.htm
EX-31.1 - EX-31.1 - ASIA GLOBAL HOLDINGS CORP.	v223459_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

¨	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarter ended March 31, 2011

-OR-

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-50788

ASIA GLOBAL HOLDINGS CORP.

(Exact Name of small business issuer as specified in Its charter)

NEVADA	75-3026459
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

	(Zip code)
Room 901, Haleson Building
1 Jubilee Street
Central, Hong Kong
(Address of principal executive offices)

Issuer’s telephone number, including area code: (+852) 2850 7680

(Former name, former address or former fiscal year, if changed since last report)

(Former address: 32/F Tower 1, Millenium City, 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark 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 Rue 12b-2of the Exchange Act).

Yes x No ¨

The number of shares outstanding of each of the Registrant’s classes of common stock, as of May 18, 2011: 242,138,400.

ASIA GLOBAL HOLDINGS CORP.

FORM 10-Q

Quarter Ended March 31, 2011

TABLE OF CONTENTS

		Page
	PART I— FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2011 and September 30, 2010	F-2

	Condensed Consolidated Statements of Operations And Comprehensive Loss for the Three and Six Months ended March 31, 2011 and 2010	F-3

	Condensed Consolidated Statements of Cash Flows for the Six Months ended March 31, 2011 and 2010	F-4

	Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months ended March 31, 2011	F-5

	Notes to Condensed Consolidated Financial Statements	F-6 – F-11

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	3

Item 3	Quantitative and Qualitative Disclosures About Market Risk	5

Item 4T	Controls and Procedures	5

	PART II—OTHER INFORMATION

Item 1	Legal Proceedings	6

Item 1A	Risk Factors	6

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	6

Item 3	Defaults Upon Senior Securities	6

Item 4	Submission of Matters to a Vote of Security Holders	6

Item 5	Other Information	6

Item 6	Exhibits	6

	SIGNATURES	7

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2011 AND SEPTEMBER 30, 2010

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

(Unaudited)

	March 31, 2011			September 30, 2010

ASSETS
Current assets:
Cash and cash equivalents	$	47,205		$	50,320
Accounts receivable		-			20,513

Total current assets		47,205			70,833

Non-current assets:
Plant and equipment, net		982			1,126

TOTAL ASSETS	$	48,187		$	71,959

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	60,705		$	60,321
Income tax payable		3,148			3,148
Amount due to a director		74,392			69,907
Amount due to a stockholder		51,282			51,282

Total current liabilities		189,527			184,658

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		(383,728	)		(355,087	)

Total stockholders’ deficit		(141,340	)		(112,699	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	48,187		$	71,959

See accompanying notes to condensed consolidated financial statements.

F-2

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2011 and 2010

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

(Unaudited)

	Three months ended March 31,						Six months ended March 31,
	2011			2010			2011			2010

Revenues, net	$	-		$	-		$	-		$	-

Cost of revenue		-			-			-			-

Gross profit		-			-			-			-

Operating expenses:
Selling, general and administrative		(14,798	)		(11,746	)		(28,641	)		(41,367	)

Loss before income taxes		(14,798	)		(11,746	)		(28,641	)		(41,367	)

Income tax expense		-			-			-			-

NET LOSS	$	(14,798	)	$	(11,746	)	$	(28,641	)	$	(41,367	)

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

Weighted average common shares outstanding – Basic and diluted		242,138,400			242,138,400			242,138,400			242,138,400

See accompanying notes to condensed consolidated financial statements.

F-3

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2011 and 2010

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

(Unaudited)

	Six months ended March 31,
	2011			2010

Cash flows from operating activities:
Net loss	$	(28,641	)	$	(41,367	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		144			144
Changes in operating assets and liabilities:
Accounts receivable		20,513			57,692
Accounts payable and accrued liabilities		384			(13,263	)

Net cash (used in) provided by operating activities		(7,600	)		3,206

Cash flows from investing activities:
Purchase of plant and equipment		-			(397	)

Net cash used in investing activities		-			(397	)

Cash flows from financing activities:
Advances from a director		4,485			37,969

Net cash provided by financing activities		4,485			37,969

NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,115	)		40,778

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		50,320			1,001

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	47,205		$	41,779

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

See accompanying notes to condensed consolidated financial statements..

F-4

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

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

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

Net loss for the period		-		-		-		-		(28,641	)		(28,641	)

Balance as of March 31, 2011		250,000	$	250		242,138,400	$	242,138	$	(383,728	)	$	(141,340	)

See accompanying notes to condensed consolidated financial statements.

F-5

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

NOTE－1

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of September 30, 2010 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2011 are not necessarily indicative of the results to be expected for the entire fiscal year ending September 30, 2011 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2010.

NOTE－2

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. Commencing from January 2011, the Company has become dormant and dormant and not engaged in any operating activities and there are no plans to engage in any activities in the future.

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

NOTE－3

GOING CONCERN UNCERTAINITIES

The accompanying condensed 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 six months ended March 31, 2011, the Company has experienced a continuous loss of $28,641 with an accumulated deficit of $383,728 as of that date. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed 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.

F-6

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

NOTE－4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

·	Use of estimates

In preparing these condensed 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 periods reported. Actual results may differ from these estimates.

·	Basis of consolidation

The condensed 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.

·	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:

		Expected useful 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 three months ended March 31, 2011 and 2010 was $115 and $115, respectively.

Depreciation expense for the six months ended March 31, 2011 and 2010 was $144 and $144, respectively.

·	Impairment of long-lived assets

Long-lived assets primarily include plant and equipment. 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 March 31, 2011.

F-7

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

·	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.

·	Income taxes

The Company adopts ASC Topic 740, “Income Taxes” regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

For the six months ended March 31, 2011 and 2010, the Company did not have any interest and penalties associated with income tax positions. As of March 31, 2011, 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 three and six months ended March 31, 2011 and 2010, the impact of foreign currencies translation is insignificant and no comprehensive income or loss is recorded.

·	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.

F-8

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

·	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 of financial instruments

The carrying value of the Company’s financial instruments: cash, accounts payable and accrued liabilities, income tax payable and amount due to a director and a stockholder approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

	Level 1 : Observable inputs such as quoted prices in active markets;

	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

·	Recent accounting pronouncements

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

In April 2011, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for purposes of measuring the impairment of receivables and evaluating whether a troubled debt restructuring has occurred. An entity should disclose the total amount of receivables and the allowance for credit losses as of the end of the period of adoption related to those receivables that are newly considered impaired under Section 310-10-35 for which impairment was previously measured under ASC Topic 450-20, “Contingencies–Loss Contingencies”. Currently, this guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations, cash flows, or disclosures.

In December 2010, the FASB issued ASU 2010-28, “ Intangibles – Goodwill and Other (ASC Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” . The ASU does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step 1 of the goodwill impairment test (i.e. equity-value-based method or enterprise-value-based method). However, it requires entities with a zero or negative carrying value to assess, considering qualitative factors such as those used to determine whether a triggering event would require an interim goodwill impairment test (listed in ASC Topic 350-20-35-30, “ Intangibles – Goodwill and Other – Subsequent Measurement” ), whether it is more likely than not that a goodwill impairment exists and perform step 2 of the goodwill impairment test if so concluded. ASU 2010-28 is effective for the Company beginning January 1, 2011 and early adoption is not permitted. The Company does not expect the adoption of ASU 2010-28 to have a material impact on its consolidated financial position or results of operations.

F-9

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

NOTE－5

AMOUNT DUE TO A DIRECTOR

As of March 31, 2011, amount due to a director, Mr. Kwong-Lim Liang represented temporary advances, which were unsecured, interest free and repayable on demand. The imputed interest on this amount is not significant.

NOTE－6

AMOUNT DUE TO A STOCKHOLDER

As of March 31, 2011, amount due to a stockholder, Sina Dragon Holdings Limited represented temporary advances, which were unsecured, interest free and repayable on demand. The imputed interest on this amount is not significant.

NOTE－7

INCOME TAXES

During the six months ended March 31, 2011 and 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. The Company has no operation for the six months ended March 31, 2011 and 2010.

Hong Kong

The Company’s operating subsidiary in Hong Kong is subject to the Hong Kong Profits Tax at the statutory rate of 16.5% and 16.5% for the six months ended March 31, 2011 and 2010 on the assessable income for the periods presented.

For the six months ended March 31, 2011, the Company incurred an operating loss for income tax purposes and was exempted from Hong Kong Profits Tax. A reconciliation of loss before income taxes to the effective income tax rate as follows:

	Six months ended March 31,
	2011			2010

Loss before income taxes	$	(25,180	)	$	(41,367	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory tax rate		(4,155	)		(6,825	)

Tax effect from non-deductible items		24			24
Tax effect form tax allowance		(9	)		(70	)
Net operating loss		4,140			6,871

Income tax expense	$	-		$	-

F-10

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2011

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

(Unaudited)

As of March 31, 2011, the Company has incurred $49,196 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.

NOTE－8

COMMITMENTS AND CONTINGENCIES

The Company currently does not have any formal rent agreements on office premises and pays the rent expense at a fixed sum on a monthly basis. The Company incurred rent expense of $2,538 and $2,538 for the six months ended March 31, 2011 and 2010.

NOTE－9

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2011 up through the date was the Company issued the unaudited condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

F-11

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Forward Looking Statements

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

Overview and Future Plan of Operations

At March, 31, 2011, we had (i) total assets of $48,187, of which $47,205 was cash and cash equivalents representing loans from affiliates, and only $982 of non-current assets; (ii) a working capital deficit of $(142,322); and (iii) accumulated stockholders’ deficit of $(383,728) (total stockholders’ deficit of $(141,340) for the six months ended March 31, 2011. For the six months ended March 31, 2011, we had no revenues from operations, and a net loss of $(14,798), comprised of operating expenses, and selling and general and administrative expense. At March 31, 2011, the Company had no contracts in hand for the potential generation of revenues going forward.

Accordingly, as of March 31, 201, the Company is deemed to be a “shell company” as that term is defined in the SEC’s Rule 405 adopted under the Securities Act of 1933. The Company will continue to be a shell company until such time, if ever, as the Company either acquires an operating business, or expands its current moribund business plan to generate revenues (for which significant additional capital would be required). If the Company were to acquire an operating business, it will have to file with the SEC a Current Report on Form 8-K, including all “Form 10” information (the complete information required by the SEC for companies filing a Form 10 to register a class of stock under the Securities Exchange Act of 1934 (often referred to as a “Super 8-K”)). Rule 144 will not be accessible for affiliated stockholders of the Company, until the first anniversary of the filing of the required Form 8-K.

Currently

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 common shares of the Company to the sole shareholder of UPL (Mr. Lim-Kwong Liang). The acquisition was closed as of September 29, 2009. Prior to his acquisition of the Company shares, Mr. Liang was not an affiliate of the Company. He is not an affiliate of any of the Company’s shareholders. The shares were issued to Mr. Liang as restricted securities under rule 144.

UPL (established in January 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. Liang, a director of UPL, 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 Limited., a Hong Kong based private trading company. 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. However, as of the date of this Report, UPL is not conducting any business and has no firm plans to do so in the immediate future.

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 Asia Global Holdings Corp. 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 Ultra Professional Limited, the Company’s subsidiary.

Results of Operations for the Three and Six Months Ended March 31, 2011 and 2010

The Company commenced business in July 2009; during the three months ended March 31, 2011 and 2010, the Company recorded no operating revenues and a net loss of $14,798 and $11,746, respectively. For the six months ended March 31, 2011, the Company recorded no operating revenues and booked a net loss of $14,798.

Cost of Revenue and Selling and General Administrative Expenses

There were no costs of revenue in the periods reported. Selling and general and administrative expenses decreased from $41,367 for the six months ended March 31, 2011, to $28,441 for the three months ended March 31, 2011. The decrease is attributable to a sharply decreased level of business activity in the Company.

Liquidity and Capital Resources

Cash flows from operating and investing activities

For the three months ended March 31, 2011, we experienced a net change in cash and cash equivalents of $3,115, attributable to $7,600 used in operations, offset by $4,485 of advances by a director.

Liquidity

Going forward, our liquidity will depend largely on our revenue growth, which will require an expansion of our current business. We have no current plans to implement such an expansion. If the Company undertakes such an expansion, we will have to rely on continued and enlarged stockholder support in the form of loans to the Company,

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 for further expansion. The funds raised from such an offering would be used to further develop and expand our current 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.

Management believes the Company has the ability to continue as a going concern, albeit as a shell company, if it can meet its financing requirements through external sources of financing or continued support from current stockholders. Management believes that it may be able to borrow additional funds from stockholders sufficient to fund operation for the next twelve months, although it must be noted that no stockholder has committed to making such loans.

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.

Income taxes

We adopt Accounting Standards Codification Topic 740, “Income Taxes” regarding accounting for uncertainty in income taxes prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

Employees

As of March 31, 2011, we had 2 employees.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

As of March 31, 2011, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded:

(i)

That the Company’s disclosure controls and procedures are designed to ensure (a) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (b) that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; and

(ii)

That the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011, which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. 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 1A. RISK FACTORS

Not required for smaller reporting companies

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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

3(i)(b)	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)

3(i)(c)	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)

3(i)(d)	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)

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

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

10.1	Common Stock Purchase Agreement (acquisition of Ultra Professional Ltd., dated September 29, 2009)

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

31.1	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer

31.2	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

SIGNATURES

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

	ASIA GLOBAL HOLDINGS CORP.

		/s/ Ping-Shun Lai

Dated: May 18, 2011		Ping-Shun Lai, Chief Executive Officer (Principal executive officer)

		/s/ Ping-Shun Lai

Dated: May 18, 2011		Ping-Shun Lai, Interim Chief Financial Officer (Principal financial officer)

Attached files

ASIA GLOBAL HOLDINGS CORP. Reports

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