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, ~~2009~~2010

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

ACT OF 1934

For the transition period from to

Commission File Number 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, ~~2009~~2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $~~_543~~239,~~192~~004 based on ~~the~~ 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 ~~inception of UPL (~~January 2, 2009 (Inception) to September 30, 2009, and the financial statements for the ~~(former)~~year ~~two fiscal periods~~ ended ~~December~~ 31September 30, ~~2008~~2010. Other information is provided in accordance with the requirements of Form 10-K.

TABLE OF CONTENTS

PART I
ITEM 1.	Business	4	4
ITEM 1A.	Risk Factors	5	5
ITEM 1B.	Unresolved Staff Comments	8	8
ITEM 2.	Properties	8	8
ITEM 3.	Legal Proceedings	8	8
ITEM 4.	Submission of Matters to a Vote of Security Holders	9	8
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9	8
ITEM 6.	Selected Financial Data	9	9
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11	9
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	15	12
ITEM 8.	Financial Statements and Supplementary Data	16	12
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	17	13
ITEM 9A(T).	Controls and Procedures	17	13
ITEM 9B.	Other Information	17
PART III
ITEM 10.	Directors and Executive Officers of the Registrant	17	13
ITEM 11.	Executive Compensation	19	15
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22	17
ITEM 13.	Certain Relationships and Related Transactions	23	18
ITEM 14.	Principal Accountant Fees and Services	23	18
PART IV
ITEM 15	Exhibits, Financial Statement Schedules	23	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~~ Development Co., Ltd. (“Wah Mau”). Idea Asia and Wah Mau were wholly -owned ~~subsidiaries~~ subsidiaries of Sino Trade. CMP was a 60%-owned subsidiary of Idea Asia.

InAfter management changes in 2008 and early 2009, there was a change in control of AAGH ~~revenue~~on ~~declined~~September by28, ~~53.4%~~2009, ~~from~~when ~~$10~~Michael Mak,~~664~~ a former officer and director,~~613~~ inand principal ~~2007~~shareholder toof $4AAGH,~~968,145~~ inand ~~2008 primarily~~his ~~resulting~~100% ~~from~~owned ~~decreased~~affiliate ~~advertising~~Stanford International ~~sales~~Holding ~~due~~Corporation to(“Stanford ~~the~~International”), ~~global~~sold ~~economic~~33,500,000 ~~downturn~~common inshares of the ~~last~~Company, ~~quarter~~and 250,000 shares of ~~2008. As~~Series ~~the~~A ~~global~~preferred ~~financial~~stock ~~crisis~~of ~~worsened~~the ~~in 2009~~Company, ~~our~~to ~~client~~Sina ~~base~~Dragon ~~was~~Holdings ~~severely~~Limited ~~impacted~~(“Sina Dragon”), ~~resulting~~for inUS$10,000.00 cash ~~revenues~~paid to Mr. Mak and Stanford International Holding. The shares then represented 28.6%-of ~~$36,603~~the ~~for~~voting rights of the ~~six~~outstanding ~~months~~common ~~ended~~stock ~~June~~on September 3028, 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 noManagement ~~revenues~~and ~~for~~Related ~~the~~Stockholder ~~three~~Matters”). Sina Dragon, a ~~months~~private Hong ~~ended~~Kong ~~June~~investment 30company, is ~~2009~~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.

~~After~~On ~~management~~September ~~changes~~29, ~~in 2008 and early 2009~~2010, ~~there~~AAGH ~~was~~acquired aUltra ~~change~~Professional inLimited ~~control~~(“UPL”), ofby ~~AAGH~~issuing on100 ~~September~~million ~~28,~~common ~~2009,~~shares ~~when~~(restricted ~~Michael~~under ~~Mak,~~Rule a144) ~~former~~to ~~officer~~the ~~and~~sole ~~director,~~shareholder ~~and~~of ~~principal~~UPL ~~shareholder~~(Mr. ofKwong-Lim ~~AAGH,~~Liang). UPL ~~and~~was ~~his~~incorporated ~~100%~~in ~~owned~~the ~~affiliate~~British ~~Stanford~~Virgin ~~International~~Islands ~~Holding~~as ~~Corporation,~~a ~~sold~~BVI ~~33,500,000~~Business ~~common~~Company ~~shares~~under of the ~~Company, and~~BVI ~~250,000~~Business ~~shares~~Companies ofAct, ~~Series A preferred stock of the Company~~2004, ~~to Sina Dragon~~on ~~Holdings~~January ~~Limited~~2, ~~for US$10~~2009,~~000.00~~ ~~cash~~and ~~paid~~commenced tobusiness ~~Mr.~~in ~~Mak~~July ~~and Stanford International Holding~~2009. ~~The~~Its ~~shares~~principal business ~~then~~is ~~represented~~the ~~36.5%~~provision of ~~the~~advertising ~~voting rights~~consultation ofservices ~~the~~in ~~outstanding~~Hong ~~common~~Kong ~~stock~~and the onPeople’s ~~September~~Republic ~~28,~~of ~~2009~~China (~~the~~“PRC”). UPL ~~preferred stock~~commenced ~~has~~operation ~~voting~~in ~~rights~~July 2009. Prior asto ifhis ~~converted~~acquisition ~~into~~of ~~common~~the ~~stock~~Company –shares, ~~see~~Mr. ~~Part~~Liang ~~III, Item~~was ~~11,~~not ~~“Security~~an ~~Ownership~~affiliate of ~~Certain~~the ~~Beneficial~~Company. Following ~~Owners~~the ~~and~~acquisition ~~Management~~of ~~and~~UPL, ~~Related~~Mr. ~~Stockholder~~Kwong-Lim ~~Matters”). Sina~~Liang ~~Dragon,~~was appointed a ~~private Hong~~director ~~Kong~~of ~~investment company, is~~AAGH. His 100% ~~owned~~million byshares represent Mr34.2% ~~Stanley~~of ~~Lai,~~the ~~who~~common isstock ~~its~~voting ~~sole officer and director~~rights. ~~Mr.~~ See ~~Ping~~Part ~~Shun~~III, ~~Lai~~Item ~~(brother~~11 “Security Ownership of ~~Mr.~~Certain ~~Stanley~~Beneficial ~~Lai)~~Owners ~~was appointed~~and asManagement ~~a director~~ and ~~officer~~Related Stockholder ~~of the Company~~Matters.”

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. UPL commenced operation in July 2009. On September 29, 2009, the Company entered into an agreement for the purchase of all the outstanding shares of common stock of Ultra Professional Ltd. (a company incorporated under the laws of the British Virgin Islands), by issuing 100 million common shares of the Company to the sole shareholder of Ultra Professional (Mr. Kwong-Lim 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. 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

~~Ultra~~UPL ~~Professional~~ (established in 2009 and based in Hong Kong) provides consulting services to foreign and local (PRC) companies seeking to begin or re-organize ~~advertising~~ 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. ~~Ultra~~UPL ~~Professional~~ uses Mr. Liang’s extensive contacts and experience with government officials to help clients organize and maintain advertising programs that are compliant.

~~Ultra Professional~~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. ~~Ultra~~UPL ~~Professional~~ 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, ~~2009~~2010.

UPL commenced operations in July 2009. For the ~~period~~year ~~from~~ended ~~its inception in January 2009 through~~ September 30, ~~2009~~2010, the ~~UPL~~Company had revenues of $5732,~~692~~513 ~~(all from just two customers)~~ and recorded net ~~income~~loss of $576,~~388~~905 during the year, with an accumulated deficit of $~~(278~~355,~~182)~~087. At September 30, ~~2009~~2010, AAGH had negative working capital of $~~(36~~113,~~812)~~825, and owed $57121,~~485~~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 ~~Holdings~~ and Mr. Kwong-Lim Liang until such time, if ever, as UPL becomes a successful business ~~with~~ 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.

Through September 30, 2009, we had two customers, and our business could be adversely affected if we do not increase the number of customers and increase revenues.

For the period from commencing operations in July 2009, through September 30, 2009, we recorded revenues from only two customers, with which we do not have long term contracts. Reliance on few customers poses risks to the business. If we are not successful in increasing the customer base, loss of one or both customers would adversely impact the Company.

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 ~~twelve~~year ~~months~~ ended ~~December~~September 3130, ~~2008~~ 2010, the closing sale prices of our ordinary shares on the Over-the-Counter ~~Bulletin~~ Bulletin Board ranged from $0.~~018~~0020 to $0.~~143~~0051 per share ~~and from $0~~.~~0012~~ ~~to $0.031 for the nine months ended September 30, 2009.~~ To a large extent, this ~~volatility~~ volatility and trending down in stock prices has reflected AAGH’s changing ~~business~~ 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~~ experienced extreme volatility that often has been unrelated to the operating performance. These broad market and industry fluctuations may continue to ~~adversely~~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 ~~Holdings Ltd.,~~ and Mr. Kwong-Lim Liang (formerly the sole shareholder of UPL, and now a director of AAGH), ~~contol~~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, ~~2009~~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) ~~914~~ ~~shareholders~~19 shareholders of record, without giving effect to determining the number of shareholders who hold shares in "street name." orWe ~~other~~estimate ~~nominee~~the ~~status;~~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 2008
First Quarter	$	0.315	$	0.07
Second Quarter	$	0.097	$	0.055
Third Quarter	$	0.064	$	0.031
Fourth Quarter	$	0.05	$	0.018
Fiscal 2009
First Quarter	$	0.05	$	0.018
Second Quarter	$	0.031	$	0.01015
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, ~~2009~~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 ~~financial~~selected ~~information~~consolidated asstatements of operations data for the year ended September 30, ~~2009~~2010 and the period from January 2, 2009 (~~inception of UPL~~Inception) to September 30, 2009, ~~should~~and bethe selected consolidated balance sheets ~~considered~~data ~~with~~as ~~the~~of ~~information~~September ~~for~~30, ~~such~~2010 ~~period~~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	)

The tables as of and for the years ended December 31, 2007 and 2008 present information for AAGH’s fiscal year ended December 31, while tables as of and for the period ended September 30, 2009 present information for the new fiscal year, with UPL as the accounting acquirer and AAGH as the legal acquirer.

	Year Ended Dec 31
	2007		2008
Revenue	$	10,783,574	$	4,968,145
Cost of sales	$	-4,450,861	$	-4,107,219
Gross profit	$	6,332,713	$	860,926
Depreciation and amortization	$	-195,960	$	-210,359
Selling and distribution expenses	$	-1,423,005	$	-2,177,927
General and administrative expenses	$	-7,427,293	$	-2,002,332
Other income	$	18,017	$	19,976
Interest expense	$	-77,260	$	-87,677
Loss before income taxes and minority interest	$	-1,936,016	$	-3,597,393
Income tax expense	$	-810,609	$	638,440
Loss from discontinued operations	$	-3,161,920	$	-258,386
Net loss attributable to the Shareholders of the Company	$	-5,908,545	$	-3,217,339
Loss per Share — basic (US$)	$	-0.06	$	-0.02
Loss per Share — diluted (US$)	$	-0.06	$	-0.02

	Year Ended Dec 31,
	2007		2008
Balance Sheet Data
Cash and cash equivalents	$	846,907	$	261,053
Total current assets	$	4,976,551	$	559,353
Total assets	$	5,348,259	$	566,955
Short-term borrowings	$	1,578,078	$	692,503
Total current liabilities	$	2,958,293	$	1,515,192
Total stockholders’ equity (deficit)	$	2,159,203	$	-948,237

	January 2, 2009 (Inception of UPL) to Sept. 30, 2009
Revenue	$	57,692
Cost of revenue	$	-17,949
Gross profit	$	39,743
Operating Expenses (selling, general and administrative)	$	-31,206
Income before income taxes	$	8,537
Income tax expense	$	-3,149
Net income		5,388
Net income per share – Basic and diluted	$	0.00
Weighted average shares outstanding -Basic and diluted		239,761,741

	New Fiscal Year Ended Sept. 30, 2009
Balance Sheet Data
Cash and cash equivalents, and accounts receivable	$	58,693
Total current assets	$	58,693
Total assets	$	59,711
Amounts due to director, and shareholder	$	57,485
Total current liabilities	$	95,505
Total stockholders’ (deficit)	$	-35,794
Accumulated (deficit)	$	-278,182

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 ~~UPL’s~~ its inception (January 2, 2009) through September 30, 2009

InFor the ~~period~~twelve ~~from~~months ~~July~~ended ~~2009 (commencement of operations) through~~ September 30, ~~2009, UPL~~2010 the Company recorded net ~~after~~loss ~~tax income~~ of $576,~~388~~ 905 on ~~revenues~~revenue of $5732,~~692~~513 and cost of revenue of $1715,~~949~~ 000. Operating expenses of $3194,~~206~~418 were comprised mainly of audit fee of $2533,~~000~~ 718, legal and professional fees of $42,489 and rental fee of $15,~~269~~077.

~~Financial~~In the ~~Condition~~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.

At September 30, 2009, AAGH owed $6,203 to Mr. Kwong-Lim Liang for a non-interest bearing loan he made to UPL, and an additional $51,282 loaned to AAGH by Sina Dragon Limited to pay for AAGH general and administrative expense incurred in the period from January 2, 2009 through September 30, 2009.Revenues:

~~Additional~~During ~~loans~~the ~~from~~twelve ~~Sina~~months ~~Dragon~~ended ~~may~~September be30, ~~needed~~2010, towe ~~continue~~had ~~operations~~revenues asof ~~UPL~~$32,513, ~~increases~~a ~~business~~decrease ~~activities~~of $25,179 ~~and~~when compared to ~~fund~~the ~~AAGH’s~~period ~~costs~~from ofits ~~SEC~~inception ~~reporting~~(January ~~and other general~~2, ~~and~~2009) ~~administrative~~to ~~cost~~September ~~items. However~~30, ~~Sina~~2009. ~~Dragon~~The ~~has~~decrease ~~made~~can nobe ~~commitment~~ attributed to ~~advance~~fewer ~~additional~~consultant contracts ~~funds~~secured from customers during the period.

~~Results~~Cost of ~~Operations for the Twelve Months Ended December 31, 2008 and December 31, 2007~~Revenue

~~During~~Cost of ~~the~~Sales ~~twelve~~were ~~months~~$15,000 ~~ended~~representing ~~December~~46.1% 31of our total revenue during the year ended September 30, ~~2008~~2010, weas ~~experienced~~compared ato ~~net~~$17,949 ~~loss~~representing 31.1% of our total $3revenue for the period from its inception (January 2,~~217~~ 2009) to September 30,~~339~~ 2009. ~~attributable~~The ~~primarily~~increase toin cost of sales as a ~~significant~~percentage ~~decrease~~of intotal revenue. ~~During~~is ~~this~~attributed ~~period~~to wean ~~generated~~increase ~~all~~in ofthe ~~our~~cost ~~revenues~~of ~~from~~delivering ~~our~~the ~~media~~services &in ~~advertising~~the ~~business~~consultant contracts.

Revenue

In 2008, our revenues declined by 53.4% from $10,664,613 in 2007 to $4,968,145 in 2008 primarily resulting from decreased advertising sales due to global economic downturn starting from the fourth quarter of 2008.

Cost of Sales

Cost of sales were $4,107,219 representing 82.7% of our total revenue of $4,968,145 for the twelve month period ended December 31, 2008 as compared to $3,495,128, also 32.8% of total revenue of $10,664,613 for the twelve month period ended December 31, 2007. The increase in cost of sales as a percentage of total revenue is attributed to a significant decrease in revenue returned against comparable selling efforts.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~decreased~~increased $463,~~655,640~~212 to $494,~~390,618~~418 for the ~~twelve~~ ~~month period~~ year ended ~~December~~September 3130, ~~2008~~2010 as compared to $931,~~046,258~~206 for the period from its ~~twelve~~inception ~~month~~(January ~~period~~2, ~~ended~~2009) ~~December~~to 31September 30, ~~2007~~2009. The ~~decrease~~increase in expenses during the twelve ~~month~~months ~~period~~ ended ~~December~~September 3130, ~~2008~~2010 was primarily attributable to a ~~reduction~~an increase in ~~consulting~~audit infees of $20,898 and legal and professional fees of $542,~~312,222~~489.

~~Depreciation,~~Net ~~Amortization of Intangible Assets, and Impairment~~ (Loss) ~~of Property, Plant and Equipment~~Income

InNet ~~2008~~loss wewas ~~experienced non-cash expenditures of~~ $~~210~~76,~~359~~905 ~~from~~for ~~depreciation~~the ofyear ~~fixed assets~~ended ~~and~~September ~~amortization~~30, 2010 as compared to a net income of $~~195~~5,~~960~~388 infor ~~2007,~~the anperiod ~~increase~~from ofits ~~7%.~~inception ~~Also we~~(January ~~made~~2, an2009) ~~impairment~~to ~~loss~~September on30, 2009. The ~~long~~net ~~live~~loss ~~assets~~was ~~including~~mainly ~~equipments,~~attributed ~~customer list~~to ~~and~~the ~~database~~decrease ofin ~~$761,062~~revenue ~~after~~and increase ~~the~~in ~~impairment~~selling, ~~test~~general ~~under~~and ~~SFAS~~administrative Noexpenses. ~~142.~~

~~Other~~Financial ~~Income (Expense)~~Condition

~~Total~~At ~~other~~September ~~income~~30, ~~(expense)~~2010, AAGH owed $69,907 to Mr. Kwong-Lim Liang for ~~both~~a ~~periods~~non-interest bearing ~~presented~~advance ~~was~~made ~~immaterial~~to the Company, and ~~consisted~~an additional $51,282 advanced to AAGH ofby Sina Dragon to pay for AAGH general and administrative expense incurred in the ~~following:~~period from January 2, 2009 (Inception) through September 30, 2009.

	2008			2007
Other income		12,821			149
Interest income	$	7,155		$	17,868
Interest expense	$	(87,677	)	$	(77,260	)
Total other expense	$	(67,701	)	$	(59,243	)

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.

~~Net Income/Loss~~10

Net loss for 2008 was $3,217,339 compared to net loss of $5,908,545 in 2007. Loss is primarily attributed to significant decrease in revenue in 2008.

Trends, Events, and Uncertainties

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

Liquidity and Capital Resources for the ~~Twelve~~Year ~~Month Period~~ Ended ~~December~~September 3130, ~~2008~~2010 and the Period from ~~2007~~its inception (January 2, 2009) through September 30, 2009

Cash flows from operating activities

We experienced ~~positive~~negative cash flows ~~provided~~from byoperating ~~operations~~activities in the amount of $~~260~~13,~~911~~ 989 for the ~~twelve~~year ~~month period~~ ended ~~December~~September 3130, ~~2008~~2010, primarily due to net loss ~~from~~ ~~continuing operations~~ of $276,~~958,953~~905 offset by ~~non-cash~~decrease ~~items~~ of ~~impairment charges~~accounts ofreceivable ~~$766,217,~~from ~~decrease~~related inparties ~~accounts receivable~~ of $237,~~875,582~~179 and ~~decrease~~ increase in ~~income~~accounts ~~tax~~ payable ofand accrued liabilities of $~~424~~25,~~016~~449.

12For 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.

For the twelve month period ended December 31, 2007 we experienced positive cash flows provided by operations in the amount of $3,071,989, primarily due to net loss from operations of $2,746,625 offset by non-cash charges such as depreciation and amortization of $195,960, common stock issued for services of $5,293,825, stock-based compensation to an executive of $260,877 and changes in operating assets such as an increase in accounts receivable of $484,079 coupled with decrease in our accounts payable and accrued expenses of $359,686.

Net cash used in discontinued operations was $187,574 for the twelve month period ended December 31, 2008, while net cash used in discontinued operations was $1,446,039 for the twelve month period ended December 31, 2007.

Cash flows from investing activities

Net cash flows used in investing activities for ~~2008~~the ~~was~~year ~~$314~~ended September 30,~~200~~ ~~primarily~~2010 ~~representing~~was ~~the~~$396 ~~expenditure~~primarily onrepresenting ~~intangible~~the ~~assets~~purchase of ~~$585,076~~plant and equipment.

~~For~~Net ~~2007 net~~ cash flows used in investing activities for the period from its inception (January 2, 2009) through September 30, 2009 was $1,~~030,407~~046 primarily representing the purchase of ~~property,~~ plant and equipment ~~in the amount of $889,542~~.

Cash flows from financing activities

Net cash flows ~~used~~from in financing activities for ~~2008 was $589,350 representing~~ the ~~repayments~~ ofyear ~~secured~~ended ~~bank~~September ~~loan~~30, of2010 was $~~847~~63,~~953~~704 ~~partially~~primarily ~~offset~~representing bythe ~~repayment~~advance from ~~related~~ ~~parties~~a ~~of $394,897~~director.

~~For~~Net ~~2007 net~~ cash flows ~~provided~~from by financing activities for the period from its inception (January 2, 2009) through September 30, 2009 was $116,~~437,008~~303 representing ~~repayment~~ ~~from~~the ~~related~~advance ~~parties~~from a director of $~~562~~6,~~074~~203 and ~~net~~the ~~funds~~advance ~~advanced~~from ~~under~~a ~~banking agreements~~stockholder of $~~737~~10,~~456~~100.

Liquidity

Our growth plans may require additional funding from outside sources. We intend to pursue discussions with existing ~~shareholders~~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 $~~500~~100,000 for operating expenses. ~~These capital needs must be met from external sources of financing.~~

The accompanying consolidated financial statements contemplate continuation of the Company as a going concern. Due to the Company’s current year net loss of approximately $3,217,339 substantial doubt to continue as a going concern is raised and realization of a major portion of the assets in the accompanying consolidated balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements and the success of its future operations.

Management believes the Company 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.

1311

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 ~~collectibility~~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 ~~provision~~allowance for ~~bad~~doubtful ~~debts~~accounts

Accounts receivable, ~~net~~are ofrecorded ~~provision~~at ~~for~~the ~~bad~~invoiced ~~debts,~~amount ~~are~~and ~~presented~~do atnot ~~net~~bear ~~realizable value~~interest. The allowance ~~Company periodically records a provision~~ for ~~bad~~doubtful ~~debts~~accounts ~~based~~is ~~on management~~the Company’s ~~judgment~~best ~~resulting~~estimate ~~from an evaluation~~ of the ~~collectibility~~amount of ~~accounts~~probable ~~receivable~~credit bylosses ~~assessing,~~in ~~among~~the ~~other~~existing ~~factors,~~accounts ~~our~~receivable. ~~customer’s~~The Company ~~willingness~~determines orthe ~~ability~~allowance tobased ~~pay,~~on ~~repayment~~historical ~~history,~~write-off ~~general~~experience ~~economic~~of ~~conditions, and~~ the ~~ongoing relationship with our customers~~ Company. The ~~total~~Company ~~amount~~reviews ofits ~~this provision~~allowance isfor ~~determined~~doubtful byaccounts ~~first~~on ~~identifying~~a ~~the~~regular basis. ~~receivables~~All ofother ~~customers~~balances ~~that~~ are ~~considered~~reviewed toon be a ~~higher~~specific ~~credit~~basis ~~risk~~ based on ~~their~~the ~~current~~aging ~~overdue~~of ~~accounts~~receivables, ~~difficulties~~payment inhistory, ~~collecting~~the ~~from~~customer’s ~~these~~current ~~customers~~credit inworthiness ~~the past,~~ and ~~their~~the ~~overall~~economic ~~financial condition~~environment. ~~For~~Account ~~each~~balances ofare ~~these~~charged ~~customers,~~off against the ~~Company estimates~~allowance ~~the~~after ~~extent~~all tomeans ~~which~~of ~~the~~collection ~~customer~~have ~~will~~been beexhausted ~~able to meet its financial obligations~~ and ~~records~~the apotential ~~provision that reduces our trade receivable~~ for ~~that customer to~~recovery ~~the amount that~~ is ~~reasonably~~considered ~~believed will be collected~~remote. ~~Additional provisions may be required in the future if the financial condition of our customers or general economic conditions deteriorate, thereby reducing net earnings.~~

Impairment of long-lived assets

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

Accounting for stock-based compensation

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

Taxes on earnings

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

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

Interest Rate Risk

We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates are fixed for the terms of the loans, the terms are typically twelve months and interest rates are subject to change upon renewal. There were no material changes in interest rates for short-term bank loans during the fiscal year ended December 31, 2008. A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities at approximately $423,000 would decrease net income before provision for income taxes by approximately $4,000 for the fiscal year ended December 31, 2008. Management monitors the banks’ interest rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

Foreign Exchange Risk

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

Inflation

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

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 Sheet as of September 30, 2009		F-2
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations for the period from January 2, 2009 (Inception) to September 30, 2009		F-3
Consolidated Statements of Operations		F-3
Consolidated Statements of Cash Flows for the period from January 2, 2009 (Inception) to September 30, 2009		F-4
Consolidated Statements of Cash Flows		F-4
Consolidated Statement of Stockholders’ Equity for the period from January 2, 2009 (Inception) to September 30, 2009		F-5
Consolidated Statement of Stockholders’ Deficit		F-5
Notes to Consolidated Financial Statements for the period from January 2, 2009 (Inception) to September 30, 2009		F-6 - F-14
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 ~~sheet~~sheets of Asia Global Holdings Corp. and its subsidiary (“the Company”) as of September 30, ~~2009~~2010 and ~~the~~2009 and the related consolidated statements of operations ~~and comprehensive loss~~, 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 ~~audit~~audits.

We conducted our ~~audit~~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 ~~audit~~audits ~~includes~~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 ~~audit~~audits ~~provides~~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 ~~and~~ in conformity with accounting principles generally accepted in the United States of America.

~~/s/~~The accompanying ~~ZYCPA~~consolidated ~~Company~~financial ~~Limited~~statements ~~ZYCPA~~have been prepared assuming that the Company ~~Limited~~will ~~Certified~~continue ~~Public~~as ~~Accountants~~a ~~Hong~~going ~~Kong~~concern. As discussed in Note 2 to the consolidated financial statements, ~~China~~the ~~November~~Company 22has incurred substantial losses and a working capital deficit, ~~2010~~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 ~~SHEET~~SHEETS

AS OF SEPTEMBER 30, 2010 AND 2009

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

	September 30, 2009
	As of September 30,
ASSETS
	2010			2009
Current assets:
ASSETS
Cash and cash equivalents	$	1,001
Current assets:
Accounts receivable		57,692
Cash and cash equivalents	$	50,320		$	1,001
Total current assets		58,693
Accounts receivable, related parties		20,513			57,692
Non-current assets:
Total current assets		70,833			58,693
Plant and equipment		1,018
Non-current assets:
TOTAL ASSETS	$	59,711
Plant and equipment, net		1,126			1,018
LIABILITIES AND STOCKHOLDERS’ DEFICIT
TOTAL ASSETS	$	71,959		$	59,711
Current liabilities:
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued liabilities		34,872
Current liabilities:
Income tax payable		3,148
Accounts payable and accrued liabilities	$	60,321		$	34,872
Amount due to director		6,203
Income tax payable		3,148			3,148
Amount due to a stockholder		51,282
Amount due to a director		69,907			6,203
Total current liabilities		95,505
Amount due to a stockholder		51,282			51,282
Total liabilities		95,505
Total current liabilities		184,658			95,505
Commitment and contingencies
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 as of September 30, 2009		250
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 as of September 30, 2009		242,138
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		(~~278~~355,~~182~~087	)		(278,182	)
Total stockholders’ deficit		(35112,~~794~~699	)		(35,794	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5971,~~711~~959		$	59,711

See accompanying notes to consolidated financial statements.

F-2

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF OPERATIONS

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

	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
Revenues, net	$	57,692
Net revenues from related parties	$	32,513		$	57,692
Cost of revenue		(1715,~~949~~000	)		(17,949	)
Gross profit		3917,~~743~~513			39,743
Operating expenses:
Selling, general and administrative		(3194,~~206~~418	)		(31,206	)
Total operating expenses		(31,206	)
(Loss) income before income taxes		(76,905	)		8,537
INCOME BEFORE INCOME TAXES		8,537
Income tax expense		-			(3,149	)
Income tax expense		(3,149	)
NET (LOSS) INCOME	$	(76,905	)	$	5,388
NET INCOME	$	5,388
Net (loss) income per share – Basic and diluted	$	(0.00	)	$	0.00
Net income per share – Basic and diluted	$	0.00
Weighted average common stock outstanding – Basic and diluted		242,138,400			239,761,741
Weighted average shares outstanding – Basic and Diluted		239,761,741

See accompanying notes to consolidated financial statements.

F-3

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

FOR THE ~~PERIOD~~YEAR ~~FROM~~ENDED ~~JANUARY 2, 2009 (INCEPTION) TO~~ SEPTEMBER 30, ~~2009~~2010 AND

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

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

	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
Cash flows from operating activities:
Net income	$	5,388
Net (loss) income	$	(76,905	)	$	5,388
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		28288			28
Change in operating assets and liabilities:
Changes in operating assets and liabilities:
Accounts receivable		(57,692	)
Accounts receivable from related parties		37,179			(57,692	)
Accounts payable and accrued liabilities		3425,~~872~~449			34,872
Income tax payable		~~3,148~~-			3,148
Net cash used in operating activities		(1413,~~256~~989	)		(14,256	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,046	)
Purchase of plant and equipment		(396	)		(1,046	)
Net cash used in investing activities		(~~1,046~~396	)		(1,046	)
Cash flows from financing activities:
Advance from a director		663,~~203~~704			6,203
Advance from a stockholder		~~10,100~~-			10,100
Net cash provided by financing activities		1663,~~303~~704			16,303
NET CHANGE IN CASH AND CASH EQUIVALENTS		149,~~001~~319			1,001
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		-
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD		1,001			-
CASH AND CASH EQUIVALENTS, END OF 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 ~~HOLDING~~HOLDINGS CORP.

(Successor of Ultra Professional Limited)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ ~~EQUITY~~DEFICIT

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

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

	Series A, Convertible Preferred Stock				Common Stock				Accumulated			Total stockholders’
	Series A, convertible preferred stock				Common stock				Accumulated			Total stockholders’
	No. of shares		Amount		No. of shares		Amount		deficit			equity
	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 ~~arm~~ arms-length. Ms. Jie Xu is not an affiliate of any of the Company’s shareholders.

~~After~~On December 21, 2009, the ~~consummation~~ Board of Directors of the ~~share~~Company ~~exchange~~authorized ~~and~~a ~~disposal~~change ~~transactions,~~in the ~~UPL~~Company’s ~~shareholder held~~fiscal ~~approximately~~year ~~34%~~end to September 30 from December 31. This change of fiscal ~~the~~year ~~voting~~was ~~rights~~made asto aalign ~~major~~the ~~shareholder~~Company’s infiscal year with the fiscal year of ~~combined~~UPL, ~~entity~~the Company’s operating subsidiary.

~~UPL~~After ~~was~~the ~~incorporated~~consummation inof the ~~British~~share ~~Virgin~~exchange ~~Islands~~transaction, ~~as a BVI Business Company under~~ the ~~BVI~~ ~~Business~~sole ~~Companies~~shareholder ~~Act,~~of ~~2004~~UPL, ~~on January 2, 2009~~Mr. ~~Its principal business is~~ ~~engaged~~Kwong-Lim inLiang ~~the~~was ~~provision~~appointed ofas ~~advertising~~director ~~consultation~~and ~~service~~held inapproximately ~~Hong~~34% ~~Kong~~of ~~and~~ the voting ~~People’s~~rights ~~Republic~~as ofa ~~China~~major ~~and~~shareholder ~~commenced~~in ~~operation~~the incombined ~~July 2009~~entity.

~~The~~UPL ~~stock~~was ~~exchange~~incorporated ~~transaction~~in ~~has~~the ~~been~~British ~~accounted~~Virgin ~~for~~Islands as a ~~reverse~~BVI ~~acquisition~~Business ~~and recapitalization of the~~ Company ~~whereby~~under ~~UPL is deemed to be~~ the ~~accounting~~ ~~acquirer~~BVI ~~(legal~~Business ~~acquiree)~~Companies ~~and~~Act, ~~the~~2004, ~~Company~~on toJanuary be2, ~~the accounting acquiree (legal acquirer)~~2009. ~~The Company is deemed to be a continuation of the business of UPL.~~

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”).

2. 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 period reported. Actual results may differ from these estimates.

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

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. ~~The Company does not have any off-balance-sheet credit exposure related to its customers.~~

~~As of September 30, 2009, the Company did not record any amount of the 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 ~~3 to~~ 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-~~life~~lived assets

~~Long-lived assets primarily include plant and equipment.~~ In accordance with the provisions of ~~ASC~~Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets” ~~(ASC 360-10-5)~~, the Company reviews its long-lived assets ~~for~~ 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.

~~F-7~~· 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$”))

· 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 period from January 2, 2009 (Inception) to September 30, 2009.

·	Income taxes

~~The~~Income ~~Company~~taxes ~~adopts~~are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” ~~regarding~~(“ASC 740”). ~~accounting~~Under ~~for~~this ~~uncertainty~~method, indeferred ~~income~~tax ~~taxes~~assets ~~prescribes the recognition threshold~~ and ~~measurement~~liabilities ~~attributes~~are recognized for ~~financial statement recognition and measurement~~the offuture tax ~~positions~~consequences ~~taken~~attributable ~~or expected~~ to bedifferences ~~taken~~between ~~on a tax return. In addition,~~ the financial ~~guidance~~statement ~~requires~~carrying ~~the~~amounts ~~determination~~ of ~~whether~~existing ~~the~~assets ~~benefits~~and ofliabilities ~~tax~~and ~~positions~~their ~~will~~respective ~~be more likely than not sustained upon audit based upon the technical merits of the~~ tax ~~position~~basis. ~~For~~Deferred tax ~~positions~~assets ~~that~~and liabilities are ~~determined~~measured ~~to be more~~using ~~likely~~enacted ~~than~~income ~~not~~tax ~~sustained~~rates ~~upon~~expected ~~audit,~~to aapply ~~company~~to ~~recognizes~~taxable ~~the~~income ~~largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement~~ in the ~~financial~~years ~~statements.~~in which ~~For~~those ~~tax~~temporary ~~positions~~differences ~~that~~ are ~~not determined~~expected to be ~~more~~recovered ~~likely~~or ~~than~~settled. ~~not~~Any effect ~~sustained~~on ~~upon~~deferred ~~audit,~~tax aassets ~~company~~and ~~does~~liabilities ~~not recognize any portion~~ of ~~the~~a ~~benefit~~change in ~~the~~tax ~~financial~~rates ~~statements. The guidance~~is ~~provides~~recognized ~~for~~in ~~de-recognition,~~income ~~classification,~~in ~~penalties~~the ~~and~~period ~~interest,~~that ~~accounting in~~includes ~~interim~~the ~~periods and disclosure~~enactment date.

~~For~~ASC ~~the~~740 ~~period~~prescribes ~~from~~a ~~January~~comprehensive 2model for how companies should recognize, ~~2009~~measure, present, ~~(Inception)~~and disclose in their financial statements uncertain tax positions taken or expected to ~~September~~be ~~30,~~taken ~~2009~~on a tax return. Under ASC 740, tax positions must initially be recognized in the ~~Company~~financial ~~did~~statements when it is more likely than not ~~have~~the ~~any~~position ~~interest~~will ~~and~~be ~~penalties~~sustained ~~associated~~upon ~~with~~examination by the tax ~~positions~~authorities. AsSuch 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 ~~September~~ultimate ~~30,~~settlement ~~2009,~~with the ~~Company~~tax ~~did~~authority ~~not~~assuming ~~have~~full ~~any~~knowledge ~~significant~~of ~~unrecognized~~the ~~uncertain~~position ~~tax~~and ~~positions~~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 ~~the~~ United States Dollars ("US$"). The ~~Company~~ Company maintains its books and records in its local currency, Hong Kong Dollars ("HK$"), 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.

· ~~Related~~Net ~~parties~~(loss) income per share

~~Parties,~~The ~~which~~Company ~~can~~calculates benet a(loss) ~~corporation~~income orper ~~individual~~share in accordance with ASC Topic 260, ~~are~~“Earnings ~~considered~~per Share.” toBasic be(loss) ~~related~~income ifper share is computed by dividing the net ~~Company~~(loss) ~~has~~income by the ~~ability,~~weighted-average ~~directly~~number orof ~~indirectly,~~common toshares ~~control~~outstanding during the ~~other~~period. ~~party~~Diluted or(loss) income per share is computed similar to basic (loss) ~~exercise~~income ~~significant~~per ~~influence~~share ~~over~~except that the ~~other~~denominator ~~party~~is inincreased ~~making~~to ~~financial~~include ~~and~~the number ~~operating~~of ~~decisions.~~additional ~~Companies~~common ~~are~~shares ~~also~~that ~~considered~~would tohave bebeen ~~related~~outstanding if ~~they~~the ~~are~~potential ~~subject~~common tostock ~~common~~equivalents ~~control~~had orbeen issued and if the additional common ~~significant~~shares were ~~influence~~dilutive.

F-89

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. ~~Any changes in fair value of assets or liabilities carried at fair value are recognized in other comprehensive income for each period.~~

·	Recent accounting pronouncements

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

In September 2009, Accounting Standards Codification (“ASC”) became the source of authoritative U.S. GAAP recognized by the Financial Accounting Standards Board (“FASB”) for nongovernmental entities, except for certain FASB Statements not yet incorporated into ASC. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative U.S. GAAP for registrants. The discussion below includes the applicable ASC reference.

The Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”) effective January 2, 2009. Topic 810-10 changes the manner of presentation and related disclosures for the noncontrolling interest in a subsidiary (formerly referred to as a minority interest) and for the deconsolidation of a subsidiary. The adoption of these sections did not have a material impact on the Company’s consolidated financial statements.

F-9

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

ASC Topic 815-10, “Derivatives and Hedging” (formerly SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”) was adopted by the Company effective January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of presentation and related disclosures of the fair values of derivative instruments and their gains and losses.

In April 2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). The standard provides additional guidance on estimating fair value in accordance with ASC 820-10 when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate if a transaction is not orderly. The Company adopted this pronouncement effective April 1, 2009 with no impact on its consolidated financial statements.

In April 2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of financial instruments disclosure for interim reporting periods of publicly traded companies as well as in annual financial statements. ASC 825-10 is effective for interim periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009. There was no material impact to the Company’s consolidated financial statements as a result of the adoption of ASC 825-10.

In April 2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting” (“ASC 825-10”). ASC 825-10 requires the fair value of financial instruments disclosure in summarized financial information at interim reporting periods. ASC 825-10 is effective for interim periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009. There was no material impact to the Company’s consolidated financial statements as a result of the adoption of ASC 825-10.

In June 2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No. 46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”. The provisions of ASC Topic 810-10-05 amend the definition of the primary beneficiary of a variable interest entity and will require the Company to make an assessment each reporting period of its variable interests. The provisions of this pronouncement are effective January 1, 2010. The Company is evaluating the impact of the statement on its consolidated financial statements.

In July 2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 168 codified all previously issued accounting pronouncements, eliminating the prior hierarchy of accounting literature, in a single source for authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10 “Generally Accepted Accounting Principles”, is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have an effect on the Company’s consolidated financial statements.

In August 2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair Value”. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using prescribed techniques. The Company adopted the new guidance in the third quarter of 2009 and it did not materially affect the Company’s financial position and results of operations.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its consolidated financial statements.

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 ~~January~~September ~~2010~~2009, the Financial Accounting Standard Board (“FASB”) issued ~~Accounting~~certain amendments ~~Standards~~as ~~Update~~codified ~~No.~~in ~~2010~~ASC Topic 605-0625, “~~Fair~~Revenue ~~Value Measurements and~~Recognition; ~~Disclosures~~Multiple-Element Arrangements.”, ~~(ASU~~These ~~2010-06)~~amendments ~~which~~provide ~~provides~~clarification ~~amendments~~on whether tomultiple ~~ASC~~deliverables ~~820~~exist, ~~“Fair~~how ~~Value~~the ~~Measurements~~arrangement ~~and Disclosures”~~should ~~that~~be ~~require~~separated, and ~~new~~the ~~disclosures~~consideration ~~regarding~~allocated. ~~(1)~~An ~~transfers~~entity inis ~~and out~~required ofto ~~Levels~~allocate 1revenue ~~and~~in 2an arrangement ~~fair~~using ~~value~~estimated ~~measurements~~selling ~~and~~prices ~~(2)~~of ~~activity~~deliverables in ~~Level~~the 3absence ~~fair~~of ~~value~~vendor-specific ~~measurements.~~objective ~~Additionally,~~evidence ~~ASU~~or ~~2010~~third-06party ~~clarifies~~evidence ~~existing~~of ~~fair~~selling ~~value~~price. ~~disclosures~~These ~~about~~amendments also eliminate the ~~level~~use of ~~disaggregation~~the ~~and~~residual ~~about~~method ~~inputs~~ and ~~valuation~~require an ~~techniques~~entity ~~used~~ to ~~measure~~allocate ~~fair~~revenue ~~value.~~using ~~The~~the ~~guidance~~relative inselling ~~ASU~~price ~~2010-06~~method. ~~is effective~~The ~~for~~amendments ~~interim~~significantly ~~and~~expand ~~annual~~the ~~reporting~~disclosure ~~periods~~requirements ~~beginning after December 15, 2009,~~for ~~except~~multiple-deliverable ~~for~~revenue ~~disclosures~~arrangements. ~~about~~These ~~purchases,~~provisions ~~sales,~~are ~~issuances,~~to ~~and~~be ~~settlements~~applied ~~in the~~on ~~roll~~a ~~forward~~prospective ~~activity~~basis infor ~~Level~~revenue 3arrangements ~~fair~~entered ~~value~~into ~~measurements~~or ~~which~~materially ~~are effective for~~modified in fiscal years beginning on or after ~~December~~June 15, 2010, ~~and~~with ~~for~~earlier ~~interim~~application permitted. ~~periods~~The ~~within those~~Company ~~fiscal~~will ~~years.~~adopt ~~The~~the ~~adoption~~provisions of ~~this~~these ~~ASU~~amendments ~~did~~in ~~not~~its fiscal ~~have~~year a2011 ~~material~~and ~~effect~~is on currently evaluating the ~~Company’s~~impact of these amendments to its consolidated financial statements.

3 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 ~~ACCOUNTS~~2010-13 ~~RECEIVABLE~~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.

~~The~~In July ~~majority~~2010, of the ~~Company’s~~FASB ~~sales~~issued ~~are~~new onaccounting ~~open~~guidance ~~credit~~that ~~terms~~will ~~and~~require ~~in accordance with~~additional ~~terms~~disclosures ~~specified~~about in the ~~contracts~~credit ~~governing~~quality ~~the~~of ~~relevant~~loans, ~~transactions.~~lease ~~The Company~~receivables ~~evaluates~~and ~~the~~other long-term ~~need~~receivables ofand anthe related allowance for ~~doubtful~~credit ~~accounts~~losses. ~~based on~~Certain ~~specifically~~additional ~~identified~~disclosures ~~amounts~~in ~~that~~this ~~management~~new ~~believes~~accounting toguidance will be ~~uncollectible.~~effective Iffor the ~~actual~~Company ~~collections~~on ~~experience~~December ~~changes~~31, ~~revisions~~2010 towith ~~the~~certain ~~allowance~~other ~~may~~additional ~~be required.~~disclosures ~~Based~~that ~~upon~~will be ~~the~~effective ~~aforementioned~~on ~~criteria~~March 31, ~~management~~2011. ~~has~~The ~~determined~~Company ~~that no~~does ~~allowance~~not ~~for~~expect ~~doubtful~~the ~~accounts~~adoption isof ~~required~~this new ~~for~~accounting ~~the~~guidance ~~period~~to ~~from~~have ~~January~~a ~~2, 2009~~material ~~(Inception)~~impact toon ~~September~~its ~~30,~~consolidated ~~2009~~financial statements.

4. ~~AMOUNT~~ACCOUNTS ~~DUE~~PAYABLE TOAND ~~DIRECTOR~~ACCRUED LIABILITIES

~~As of~~Accounts ~~September~~payable ~~30,~~and ~~2009,~~accrued ~~amount~~liabilities ~~due~~consisted ~~to a director~~ of ~~$6,203,~~the ~~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.~~following:

5. AMOUNT DUE TO STOCKHOLDER

	As of September,
	2010		2009

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

	$	60,321	$	34,872

~~As of September 30, 2009, amount due to a stockholder of $51,282, Sina Dragon Holdings Limited represented temporary advances, which were unsecured, interest free and repayable on demand~~5. ~~The~~AMOUNT ~~imputed~~DUE ~~interest~~TO onA ~~this amount is not significant.~~DIRECTOR

6As of September 30, 2010 and 2009, amount due to a director, Mr. ~~STOCKHOLDERS’~~Kwong-Lim ~~EQUITY~~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.

~~On September~~6. ~~29,~~AMOUNT ~~2009,~~DUE ~~the~~TO ~~Company~~A ~~approved to issue 100,000,000 shares of common stock for share exchange transaction.~~STOCKHOLDER

As of September 30, 2010 and 2009, ~~the~~amount ~~number~~due ofto ~~authorized~~a ~~and~~stockholder, ~~outstanding~~Sina ~~shares~~Dragon ofHoldings Limited represented temporary advances made to the Company’s, ~~common~~which ~~stock~~ was ~~300~~unsecured,~~000,000~~ interest ~~shares~~free and ~~242,138,400~~repayable ~~shares,~~on demand. The imputed interest on this amount is ~~respectively~~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. ~~NET~~STOCKHOLDERS’ ~~INCOME PER SHARE~~EQUITY

~~Basic net~~On ~~income~~September ~~per~~29, ~~share~~2009, isthe ~~computed~~Company ~~using~~approved ~~the~~to ~~weighted~~issue ~~average~~100,000,000 ~~number~~shares of common ~~stock~~ ~~outstanding~~stock ~~during~~for ~~the~~share ~~period~~exchange transaction. ~~Diluted~~Concurrently, ~~net~~the ~~income~~Company ~~per share is computed using~~effectively issued the ~~weighted~~aggregate ~~average number~~ of ~~common~~250,000 ~~stock~~shares ~~outstanding~~of ~~and~~Series ~~common~~A ~~stock equivalents~~convertible ~~during~~preferred ~~the period. Pursuant to~~ stock ~~exchange transaction on~~ ~~September~~and 29142, ~~2009~~138,400 ~~the~~shares ~~weighted average number~~ of common ~~shares~~stock ~~issued and outstanding was adjusted~~ to ~~account~~former ~~for~~AAGH ~~the~~shareholders ~~effects~~as ofpart of the ~~stock~~September ~~exchange transaction~~29, as2009 ~~more fully described in Note 1~~recapitalization.

~~The~~As of ~~following~~September ~~table~~30, ~~sets~~2010, ~~forth~~ the ~~computation~~number of ~~basic~~authorized and ~~diluted~~outstanding ~~net~~shares ~~income~~of ~~per~~the ~~share~~Company’s ~~for~~common ~~the~~stock ~~period~~was ~~from January 2~~300,000,000 ~~2009~~shares ~~(Inception)~~and to242,138,400 ~~September 30~~shares, ~~2009:~~respectively.

	Period from January 2, 2009 (Inception) to September 30, 2009
Basis and diluted net income per share calculation
Numerator:
- Net income in computing basic and diluted net income per share	$	5,388
Denominator:
Weighted average shares outstanding – Basic and diluted		239,761,741
Net income per share – Basic and diluted	$	0.00

8.	NET (LOSS) INCOME PER SHARE

8Basic net (loss) income per share is computed using the weighted average number of common stock outstanding during the period. ~~INCOME~~Diluted ~~TAXES~~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.

~~For~~The following table sets forth the ~~period~~computation ~~from~~of ~~January~~basic ~~2, 2009~~and diluted net (~~Inception~~loss) income toper ~~September~~share ~~30,~~for ~~2009,~~ the ~~local~~year ~~(United~~ended ~~States)~~September 30, 2010 and ~~foreign~~the period from ~~components~~January of2, ~~income~~2009 (~~loss~~Inception) ~~before~~to ~~income~~September ~~taxes~~30, ~~were comprised of the following~~2009:

	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
Tax jurisdictions from:
Basis and diluted net (loss) income per share calculation
– Local	$	(10,000	)
Numerator:
– Foreign		18,537
- Net (loss) income in computing basic and diluted net (loss) income per share	$	(76,905	)	$	5,388
Income (loss) before income taxes	$	8,537
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

~~Provision for~~9. ~~income~~INCOME ~~taxes consisted of the following:~~TAXES

	Period from January 2, 2009 (Inception) to September 30, 2009
Current:
– Local	$	-
– Foreign		3,149
Deferred:
– Local		-
– Foreign		-
Provision for income taxes	$	3,149

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$”))

~~The~~Provision ~~effective~~for ~~tax rate in the years presented is the result of the mix of~~ income ~~earned~~ intaxes ~~various~~consisted ~~tax jurisdictions that apply a broad range~~ of ~~income tax rates. During~~ the ~~period from January 2, 2009 (Inception) to September 30, 2009, the Company has a subsidiary that operates in Hong Kong and is subject to tax in the jurisdictions in which it operates, as follows~~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 ~~Laws~~ at the statutory rate of 16.5% on the assessable income for ~~the~~its ~~periods~~tax ~~presented~~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:

For the period from January 2, 2009 (Inception) to September 30, 2009, UPL generated an operating income of $18,537 for income tax purposes. A reconciliation of income before income taxes to the effective income tax rate 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

	Period from January 2, 2009 (Inception) to September 30, 2009
Income before income taxes	$	18,537
Statutory income tax rate		16.5	%
Income tax expense at statutory tax rate		3,059
Non-deductible items		90
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.

910. ~~CONCERNTRATIONS~~RELATED OFPARTIES ~~RISK~~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:

Period ended September 30, 2009

September 30, 2009

Year ended September 30, 2010

September 30, 2010

Revenues

Percentage of revenues

~~Trade~~Accounts ~~accounts~~ receivable

Customer A

3220,~~051~~513

5663

3220,~~051~~513

Customer B

2512,~~641~~000

4437

~~25,641~~-

Total:

5732,~~692~~513

100

5720,~~692~~513

F-13

	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 ~~period~~year ~~from~~ended ~~January 2, 2009 (Inception) to~~ September 30, ~~2009~~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.

NoFinancial ~~financial~~ instruments that are potentially subject ~~the~~to ~~Company~~credit torisk ~~significant~~consist principally of ~~concentrations~~accounts receivables. The Company believes the concentration of credit risk. ~~Concentrations~~in its ofaccounts receivables is substantially mitigated by its ongoing credit evaluation ~~risk~~process ~~are~~and ~~limited~~relatively ~~due~~short tocollection terms. The Company evaluates the ~~Company’s~~need ~~large~~for ~~number~~an ofallowance ~~transactions~~for ~~are~~doubtful onaccounts based upon factors surrounding the ~~cash~~credit ~~basis~~risk of specific customers, historical trends and other information.

1012. COMMITMENTS AND CONTINGENCIES

The Company currently does not have any formal rent agreements on office premises and pays the rent expense at athe ~~fixed~~current ~~sum~~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-1415

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, ~~2009 (the end of our new fiscal year)~~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, ~~2009~~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.

1713

Name	Age	Position	Director Since
Ping Shun Lai	63	Chief Executive Officer, Interim	Sept. 29, 2009
Ping- Shun Lai	63	Chief Executive Officer, Interim Chief	September 28, 2009
		Financial Officer and Director
Kwong-Lim Liang	69	Director	November 16, 2009

Mr. Ping Shun Lai was appointed the Chief Executive Officer, Interim ~~Financial~~Chief Financial Officer, and a Director of AAGH as of September 28, 2009, in connection with the ~~change~~ change of control of AAGH resulting from Sina Dragon ~~Holdings Limited~~ 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 ~~People’s Republic of China~~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 ~~Ultra~~UPL ~~Professional~~ on September 3029, 2009. Mr. Liang was a director of ~~Ultra Professional~~ 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. ~~He is a brother of Mr. Stanely Lai, sole owner of Sina Dragon Holdings Limited.~~

(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.

1814

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 ~~Holdings Limited~~, 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

The yearly base salary of our former CEO Mr. Michael Mak for the years of 2008 and 2007 was $60,000 of which $0 was paid in 2007 and $0 was paid in 2008. Mr. John Leper and Mr. Hin Lee Kwong received no salary in 2008, 2007 or 2009; these individuals ceased service in 2009.

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 ($)		Bonus Shares ($)	~~Bonus Shares ($)~~		Stock Awards ($)	~~Stock Awards ($)~~	Option Awards ($)	~~Option~~Non-Equity ~~Awards~~Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)	~~Non-Equity Incentive Plan Compensation ($)~~		All Other Compensation ($)	~~Nonqualified Deferred Compensation Earnings ($)~~	Total ($)	~~All Other Compensation ($)~~		~~Total ($)~~
Ping-Shun Lai, CEO & CFO	2009	0	0	0		0	0		0	0	0	0		0	0		0		0		0
Michael Mak, Former CEO & CFO	2009		0			0			0		0			0			0		0		0
	2010	0		0			0		0	0		0			0		0
	2008		0			0			0		0			0			0		0		0
	2007		60,000			260,877	(1)		0		0			0			0		0		320,877
John Leper, Former CEO	2008		0			82,500	(2)		0		0			0			0		0		82,500
	2007		0			0			0		0			0			0		0		0

* For fiscal years ended December 31, 2008 and 2007, and for the nine months in the new fiscal year ended September 30, 2009.

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

(2) Bonus shares represented 1,000,000 shares of restricted common stock issued to the Company’s former Chief Executive Officer, Mr. John Leper.

SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

On October 29, 2008, the Company accepted the resignation of Michael Mak as the Company’s Chief Executive Officer, Chief Financial Officer and as a Director. Previously, on August 18, 2006, we entered into an Employment Agreement with Mr. Michael Mak which was terminated upon his resignation. Prior to the acceptance of Mr. Mak’s resignation, the Board of Directors appointed John Leper, Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer. The Board also appointed Hin Lee Kwong as Secretary and as a Director of the Board.

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 ~~2009~~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,~~2009~~ 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 ~~December~~September 3130, ~~2008~~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
Sina Dragon Holdings Limited Room 901, 9F, Haleson Building, 1 Jubilee Street, Central, Hong Kong	Common		33,500,000		13.8	%
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	%
901 Haleson Bldg., 1 Jubilee Street
Room 901 Haleson Building., 1 Jubilee Street
Central, Hong Kong
Ping-Shun Lai, CEO,CFO,Director			-0-		-0-
Ping-Shun Lai, CEO, CFO, Director			-0-		-0-
Officers and Directors	Common		33,500,000		41.3	%
Officers and Directors as a Group (two persons)	Common		100,000,000		41.3	%
as a Group (two persons)

(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 US$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, ~~2009~~2010. However, the 250,000 shares of Series A ~~preferred~~ 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 ~~shareholders~~ stockholders, as the holders of preferred and common shares vote together on all matters presented to ~~shareholders~~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 Holdings, Mr. Kwong-Lim Liang’s common stock holds only 34.2% of the total voting rights of holders of common and preferred stock combined.17

(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, ~~2009~~2010, $51,282 was owed to Sina Dragon Holdings Limited and $669,~~203~~907 was owed to Mr. Kwong-Lim Liang ~~for advances made in the period from January 2, 2009 to September 30, 2009~~. 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 ~~HLB Hodgson Impey Cheng (“HLB”),~~ the Company~~’s former auditors, Clancy and Co., P.L.L.C. ("Clancy" for the services rendered during the year ended December 31, 2007) and the Company~~'s ~~current~~ current auditors, ZYCPA Company Limited (~~formerly Zhong Yi (Hong Kong) C.P.A. Company Limited) (~~"ZYCPA") for professional services rendered for the ~~period from~~twelve ~~January~~months 2,period ~~2009~~ended to September 30, ~~2009,~~2010 and ~~for~~ the ~~(former)~~period ~~fiscal~~from ~~years ended~~January ~~December 31~~2, 2009 ~~2008~~to ~~and~~September ~~2007~~30, 2009:

2009

2008

2007

2010

2009

Service

ZYCPA

~~ZYCPA~~

~~HLB~~

~~Clancy~~

Audit Fees

1233,~~820~~718

4012,~~000~~820

~~70,000~~

~~32,000~~

~~16,750~~

Audit Related

~~3,500~~

~~5,000~~

Fees

Tax Fees

All Other Fees

TOTAL

1233,~~820~~718

4012,~~000~~820

~~73,500~~

~~37,000~~

~~16,750~~

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)

2.1	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)

~~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)~~19

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

* Previously Filed

(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: ~~November~~January 3011, ~~2010~~2011

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