Attached files
| file | filename |
|---|---|
| EX-32.2 - ASIA GLOBAL HOLDINGS CORP. | v174965_ex32-2.htm |
| EX-31.1 - ASIA GLOBAL HOLDINGS CORP. | v174965_ex31-1.htm |
| EX-31.2 - ASIA GLOBAL HOLDINGS CORP. | v174965_ex31-2.htm |
| EX-32.1 - ASIA GLOBAL HOLDINGS CORP. | v174965_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934
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For
the quarter ended December 31, 2009
-OR-
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934
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For
the transition period
from to
Commission
File Number 333-64804
ASIA
GLOBAL HOLDINGS CORP.
(Exact
Name of small business issuer as specified in Its charter)
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NEVADA
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75-3026459
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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(Zip
code)
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Room
901, Haleson Building
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1
Jubilee Street
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Central,
Hong Kong
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(Address
of principal executive offices)
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Issuer’s
telephone number, including area code: (+852) 2850 7680
(Former
name, former address or former fiscal year, if changed since last
report)
(Former
address: 32/F Tower 1, Millenium City, 388 Kwun Tong Road, Kwun Tong, Kowloon,
Hong Kong)
Indicate
by check mark whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer¨ Accelerated
filer¨ Non-accelerated
filer¨ Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rue
12b-2of the Exchange Act).
Yes ¨
No x
The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of February 12, 2010 was 242,138,400 shares, all of one class of
$0.001 par value Common Stock.
ASIA
GLOBAL HOLDINGS CORP.
FORM
10-Q
Quarter
Ended December 31, 2009
TABLE
OF CONTENTS
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Page
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||
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PART
I— FINANCIAL INFORMATION
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||
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Item 1
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Financial
Statements (Unaudited)
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Condensed Consolidated
Balance Sheets as
of December
31, 2009
and September
30,
2009
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F-2
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Condensed Consolidated
Statements of Operations and
Comprehensive Loss
for
the Three Months Ended December
31,
2009 and 2008
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F-3
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Condensed Consolidated
Statements of Cash Flows for the Three Months
Ended
December
31,
2009 and 2008
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F-4
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Condensed Consolidated
Statement of
Stockholders’ Deficit for
the Period from January 2, 2009 (Inception) to September 30, 2009 and for
the Three Months
Ended
December
31,
2009
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F-5
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|
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Notes
to Condensed Consolidated
Financial Statements For
the Three Months
Ended
December
31,
2009
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F-6 - F-12
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Item 2
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Managements
Discussion and Analysis of Financial Condition and Results of
Operation
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2
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Item 3
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Quantitative
and Qualitative Disclosures About Market Risk
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4
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Item 4T
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Controls
and Procedures
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4
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PART
II—OTHER
INFORMATION
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Item 1
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Legal
Proceedings
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5
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Item 1A
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Risk
Factors
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5
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Item 2
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Unregistered
Sales of Equity Securities and Use of Proceeds
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5
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Item 3
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Defaults
Upon Senior Securities
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5
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Item 4
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Submission
of Matters to a Vote of Security Holders
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5
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Item 5
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Other
Information
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5
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Item 6
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Exhibits
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5
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SIGNATURES
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7
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1
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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Page
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Condensed
Consolidated Balance Sheets as of December 31, 2009 and September 30,
2009
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F-2
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Condensed
Consolidated Statements of Operations And Comprehensive Loss for the Three
Months ended December 31, 2009 and 2008
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F-3
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Condensed
Consolidated Statements of Cash Flows for the Three Months ended December
31, 2009 and 2008
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F-4
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Condensed
Consolidated Statement of Stockholders’ Deficit for the Period from
January 2, 2009 (Inception) to September 30, 2009 and for the Three
Months ended December 31, 2009
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F-5
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Notes
to Condensed Consolidated Financial Statements
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F-6
– F-12
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F-1
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF DECEMBER 31, 2009 AND SEPTEMBER 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
|
December 31, 2009
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September 30, 2009
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 10,091 | $ | 1,001 | ||||
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Accounts
receivable
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32,051 | 57,692 | ||||||
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Total
current assets
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42,142 | 58,693 | ||||||
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Non-current
assets:
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||||||||
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Plant
and equipment, net
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989 | 1,018 | ||||||
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TOTAL
ASSETS
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$ | 43,131 | $ | 59,711 | ||||
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable and accrued liabilities
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$ | 32,635 | $ | 34,872 | ||||
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Income
tax payable
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3,148 | 3,148 | ||||||
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Amount
due to a director
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21,481 | 6,203 | ||||||
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Amount
due to a stockholder
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51,282 | 51,282 | ||||||
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Total
current liabilities
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108,546 | 95,505 | ||||||
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Commitments
and contingencies
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||||||||
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Stockholders’
deficit:
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||||||||
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Series
A, convertible preferred stock, $0.001 par value; 500,000 shares
authorized; 250,000 shares issued and outstanding shares as of December
31, 2009 and September 30, 2009
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250 | 250 | ||||||
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Common
stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares
issued and outstanding as of December 31, 2009 and September 30,
2009
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242,138 | 242,138 | ||||||
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Accumulated
deficit
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(307,803 | ) | (278,182 | ) | ||||
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Total
stockholders’ deficit
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(65,415 | ) | (35,794 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 43,131 | $ | 59,711 | ||||
See
accompanying notes to condensed consolidated financial statements.
F-2
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
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Three months ended December
31,
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||||||||
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2009
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2008
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|||||||
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Revenues,
net
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$ | - | $ | - | ||||
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Cost
of revenue
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- | - | ||||||
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Gross
profit
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- | - | ||||||
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Operating
expenses:
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||||||||
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Selling,
general and administrative
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(29,621 | ) | - | |||||
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||||||||
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Loss
before income taxes
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(29,621 | ) | - | |||||
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Income
tax expense
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- | - | ||||||
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NET
LOSS
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$ | (29,621 | ) | $ | - | |||
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Net
loss per share – Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted
average shares outstanding – Basic and diluted
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242,138,400 | 242,138,400 | ||||||
See
accompanying notes to condensed consolidated financial statements.
F-3
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
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Three months ended December
31,
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||||||||
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2009
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2008
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Cash
flows from operating activities:
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||||||||
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Net
loss
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$ | (29,621 | ) | $ | - | |||
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Adjustments
to reconcile net loss to net cash provided by operating
activities:
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||||||||
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Depreciation
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29 | - | ||||||
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Changes
in operating assets and liabilities:
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||||||||
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Accounts
receivable
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25,641 | - | ||||||
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Accounts
payable and accrued liabilities
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(2,237 | ) | - | |||||
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Amount
due to a director
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15,278 | - | ||||||
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Net
cash provided by operating activities
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9,090 | - | ||||||
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NET
CHANGE IN CASH AND CASH EQUIVALENTS
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9,090 | - | ||||||
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CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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1,001 | - | ||||||
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CASH
AND CASH EQUIVALENTS, END OF PERIOD
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$ | 10,091 | $ | - | ||||
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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||||||||
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Cash
paid for income tax
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$ | - | $ | - | ||||
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Cash
paid for interest
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$ | - | $ | - | ||||
See
accompanying notes to condensed consolidated financial
statements..
F-4
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD
FROM JANUARY 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009 AND
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
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Series A, convertible
preferred
stock
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Common stock
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Accumulated
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Total
stockholders’
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|||||||||||||||||||||
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No. of share
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Amount
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No. of share
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Amount
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deficit
|
deficit
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|||||||||||||||||||
| Balance as of January 2, 2009 (Inception) | - | $ | - | 100,000,000 | $ | 100,000 | $ | (99,900 | ) | $ | 100 | |||||||||||||
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Shares
effectively issued to former AAGH shareholders as part of the September
29, 2009 recapitalization
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250,000 | 250 | 142,138,400 | 142,138 | (183,670 | ) | (41,282 | ) | ||||||||||||||||
| Net income for the period | - | - | - | - | 5,388 | 5,388 | ||||||||||||||||||
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Balance
as of September 30, 2009
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250,000 | $ | 250 | 242,138,400 | $ | 242,138 | $ | (278,182 | ) | $ | (35,794 | ) | ||||||||||||
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Net
loss for the period
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- | - | - | - | (29,621 | ) | (29,621 | ) | ||||||||||||||||
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Balance
as of December 31, 2009
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250,000 | $ | 250 | 242,138,400 | $ | 242,138 | $ | (307,803 | ) | $ | (65,415 | ) | ||||||||||||
See
accompanying notes to condensed consolidated financial
statements.
F-5
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
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NOTE
- 1
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BASIS
OF PRESENTATION
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The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.
In the
opinion of management, these unaudited condensed consolidated financial
statements reflect all normal and recurring adjustments considered necessary to
state fairly the results for the periods presented. The results for the three
months ended December 31, 2009 are not necessarily indicative of the results to
be expected for the entire fiscal year ending September 30, 2010 or for any
future period.
These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the audited financial statements of Ultra
Professional Limited for the period from January 2, 2009 (Inception) to
September 30, 2009.
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NOTE
- 2
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ORGANIZATION
AND BUSINESS BACKGROUND
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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.”
On
September 29, 2009, the Company entered into an agreement for the purchase of
all the outstanding shares of common stock of Ultra Professional Limited (“UPL”,
a company incorporated under the laws of the British Virgin Islands), by issuing
100,000,000 shares of common stock of the Company to the sole shareholder of
UPL. This share exchange transaction resulted in the shareholder of UPL
obtaining a majority voting interest in the Company.
On
September 30, 2009, the Company entered into and closed agreement to sell its
wholly-owned subsidiary, Sino Trade-Intelligent Development Corp., Limited (a
corporation organized under the laws of the Hong Kong Special Administrative
Region), to Ms. Jie Xu, for US$1. This transaction was negotiated at
arms-length. Ms. Jie Xu is not an affiliate of any of the Company’s
shareholders.
On
December 21, 2009, the Board of Directors of the Company authorized a change in
the Company’s fiscal year end to September 30 from December 31. This change of
fiscal year was made to align the Company’s fiscal year with the fiscal year of
UPL, the Company’s operating subsidiary.
After the
consummation of the share exchange transaction, the sole shareholder of UPL, Mr.
Kwong-Lim Liang, was appointed as director and held approximately 34% of the
voting rights as a major shareholder in the combined entity.
UPL was
incorporated in the British Virgin Islands as a BVI Business Company under the
BVI Business Companies Act, 2004, on January 2, 2009. Its principal business is
engaged in the provision of advertising consultation service in Hong Kong and
the People’s Republic of China and commenced operations in July
2009.
F-6
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
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 condensed 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 condensed 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”).
|
NOTE
- 3
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GOING
CONCERN UNCERTAINITIES
|
The
accompanying condensed consolidated financial statements have been prepared
using the going concern basis of accounting, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.
For the
three months ended December 31, 2009, the Company has experienced a net loss of
$29,621 with an accumulated deficit of $307,803 as of that date. The
continuation of the Company as a going concern through December 31, 2010 is
dependent upon the continued financial support from its
stockholders.
These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets and liabilities that may result in the Company not
being able to continue as a going concern.
|
NOTE
- 4
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
·
|
Use
of estimates
|
In
preparing these financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheets
and revenues and expenses during the periods reported. Actual results may differ
from these estimates.
|
·
|
Basis
of consolidation
|
The
condensed consolidated financial statements include the financial statements of
AAGH, its wholly-owned subsidiary, UPL. All significant inter-company balances
and transactions within the Company have been eliminated.
|
·
|
Cash
and cash equivalents
|
F-7
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
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
December 31, 2009, the Company did not record any amount of the allowance for
doubtful accounts.
|
·
|
Plant
and equipment
|
Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational:
|
Depreciable
life
|
|||
|
Office
equipment
|
5
years
|
Expenditure
for maintenance and repairs is expensed as incurred. The gain or loss on the
disposal of plant and equipment is the difference between the net sales proceeds
and the carrying amount of the relevant assets and is recognized in the
statement of operations.
Depreciation
expense for the three months ended December 31, 2009 and 2008 was $29 and $0,
respectively.
|
·
|
Impairment
of long-lived assets
|
Long-lived
assets primarily include plant and equipment. In accordance with the provisions
of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived
Assets”, the Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be fully recoverable. If the total of the expected
undiscounted future net cash flows is less than the carrying amount of the
asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. There has been no impairment as of December 31,
2009.
|
·
|
Revenue
recognition
|
In
accordance with ASC Topic 605, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.
The
Company derives its revenue from the provision of advertising consultation
service, based upon the customers’ specification. The service contracts are
billed either on a fixed-fee basis or on a time-and-material basis. Generally,
the Company recognizes revenue as services are performed and accepted by the
customer.
F-8
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
·
|
Income
taxes
|
The
Company adopts ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes prescribes the recognition threshold
and measurement attributes for financial statement recognition and measurement
of tax positions taken or expected to be taken on a tax return. In addition, the
guidance requires the determination of whether the benefits of tax positions
will be more likely than not sustained upon audit based upon the technical
merits of the tax position. For tax positions that are determined to be more
likely than not sustained upon audit, a company recognizes the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate
settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.
For the
three months ended December 31, 2009, the Company did not have any interest and
penalties associated with tax positions. As of December 31, 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$"). The
Company maintains its books and records in its local currency, Hong Kong dollars
("HK$"), which is functional currency as being the primary currency of the
economic environment in which the entity operates. The Company adopts ASC Topic
830-30, “Translation of
Financial Statement”, to translate the financial
statement into US$ from HK$, using the exchange rate on the balance sheet date
as to assets and liabilities. Revenues and expenses are translated at average
rates prevailing during the period. The gains and losses resulting from
translation of financial statements of foreign subsidiary are recorded as a
separate component of accumulated other comprehensive income within the
statement of stockholders’ equity. For the three months ended December 31, 2009,
the impact of foreign currencies translation is insignificant and no
comprehensive income or loss is recorded.
|
·
|
Related
parties
|
Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
|
·
|
Segment
reporting
|
ASC Topic
280, “Segment
Reporting” establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business
segments and major customers in financial statements. The Company operates in
one reportable operating segment in Hong Kong.
F-9
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
·
|
Fair
value measurement
|
ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable inputs.
These tiers include: Level 1, defined as observable inputs such as quoted prices
in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions.
For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.
|
·
|
Financial
instruments
|
Cash and
cash equivalents, accounts receivable, accounts payable and accrued liabilities,
income tax payable and amount due to a director and a stockholder, are carried
at cost which approximates fair value.
|
·
|
Recent
accounting pronouncements
|
The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
In
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.
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 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 financial statements.
F-10
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
NOTE
- 5
|
ACCOUNTS
RECEIVABLE
|
The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, management has determined that
no allowance for doubtful accounts is required for the three months ended
December 31, 2009.
|
NOTE
- 6
|
AMOUNT
DUE TO A DIRECTOR
|
As of
December 31, 2009, amount due to a director, Mr. Kwong-Lim Liang represented
temporary advances, which were unsecured, interest free and repayable on demand.
The imputed interest on this amount is not significant.
|
NOTE
- 7
|
AMOUNT
DUE TO A STOCKHOLDER
|
As of
December 31, 2009, amount due to a stockholder, Sina Dragon Holdings Limited
represented temporary advances, which were unsecured, interest free and
repayable on demand. The imputed interest on this amount is not
significant.
|
NOTE
- 8
|
INCOME
TAXES
|
During
the three months ended December 31, 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:
United
States of America
AAGH is
registered in the State of Nevada and is subject to United States of America tax
law. The Company incurred $0 operating loss for the three months ended December
31, 2009.
Hong
Kong
UPL is
subject to the Hong Kong Profits Tax at the statutory rate of 16.5% and 16.5%
for the three months ended December 31, 2009 and 2008 on the assessable income
for the periods presented.
For the
three months ended December 31, 2009, the Company incurred an operating loss for
income tax purposes and was exempted from Hong Kong Profits Tax. A
reconciliation of income before income taxes to the effective income tax rate as
follows:
F-11
ASIA
GLOBAL HOLDINGS CORP.
(Successor
of Ultra Professional Limited)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
Three
months ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Loss
before income taxes
|
$ | (29,621 | ) | $ | - | |||
|
Statutory
income tax rate
|
16.5 | % | 16.5 | % | ||||
|
Income
tax expense at statutory tax rate
|
(4,887 | ) | - | |||||
|
Non-deductible
items
|
1 | - | ||||||
|
Net
operating loss carryforwards
|
4,886 | - | ||||||
|
Income
tax expense
|
$ | - | $ | - | ||||
As of
December 31, 2009, UPL had $29,261 of net operating loss carryforwards for Hong
Kong tax purpose at no expiration and no benefit for income tax has been
recognized as the management believes it is more likely than not that these
assets will not be realized in the future.
|
NOTE
- 9
|
CONCENTRATIONS
OF RISK
|
The
Company is exposed to the following concentrations of risk:
(a) Credit
risk
No
financial instruments that potentially subject the Company to significant
concentrations of credit risk. Concentrations of credit risk are limited due to
the Company’s large number of transactions are on the cash basis.
|
NOTE
- 10
|
COMMITMENTS
AND CONTINGENCIES
|
The
Company currently does not have any formal rent agreements on office premises
and pays the rent expense at a fixed sum on a monthly basis. The Company
incurred rent expense of $1,269 for the three months ended December 31,
2009.
F-12
|
ITEM
2.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
|
The
following review concerns the three months ended December 31, 2009 and 2008,
which should be read in conjunction with the audited financial statements of
Ultra Professional Limited presented in the Form 8-K.
Forward
Looking Statements
The
information in this discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, including statements regarding our
capital needs, business strategy and expectations. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. We disclaim any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
Overview
and Future Plan of Operations
Effective
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, convertible preferred stock of the Company, to
Sina Dragon Holdings Limited, for an aggregate of US$10,000 cash paid to Mr. Mak
and Stanford International Holding Corporation. The shares were sold
as restricted securities.
The
common shares represent 23% of the total 142,138,400 outstanding common
shares. The 250,000 Series A, convertible preferred stock is
convertible into 50,000,000 shares of common stock. However, the
purchased shares together represent 36.5% of the voting rights of shareholders,
as the holders of preferred and common shares vote together on all matters
presented to shareholders (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.
Sina
Dragon Holdings Limited, a private Hong Kong investment
company, is 100% owned by Mr. Stanley Lai, who is its sole officer
and director. Mr. Ping-Shun Lai (brother of Mr. Stanley Lai)
now is the sole director and officer of the Company. The Board of
Directors thus appointed Mr. Ping-Shun Lai as Chief Executive Officer, Interim
Chief Financial Officer, Secretary and Treasurer of the
Company. Following his appointment, Mr. John A. Leper and Mr. Hin Lee
Kwong resigned as officers and directors. Mr. Ping-Shun Lai (age 63) has more
than 40 years of experience in running manufacturing operations in Hong Kong and
the People’s Republic of China (the “PRC”), and has established relationships
with high-level personnel within different Ministries of the
PRC. Since 1999, Mr. Lai has been a consultant and director for Teams
Uniform Specialist Co., Ltd., a garment manufacturing company based in Hong
Kong. We believe this change of control will be beneficial to the long
term growth of the Company.
Currently
On
September 29, 2009, the Company entered into an agreement for the purchase of
all the outstanding shares of common stock of Ultra Professional Limited (“UPL”)
(a company incorporated under the laws of the British Virgin Islands), by
issuing 100,000,000 common shares of the Company to the sole shareholder of UPL
(Mr. Lim-Kwong Liang). The acquisition was closed as of September 29,
2009. Prior to his acquisition of the Company shares, Mr. Liang was
not an affiliate of the Company. He is not an affiliate of any of the
Company’s shareholders. The shares were issued to Mr. Liang as
restricted securities under rule 144.
UPL
(established in January 2009 and based in Hong Kong) provides consulting
services to foreign and local (PRC) companies seeking to begin or re-organize
advertising programs in the PRC. Mr. Liang, a director of UPL, has 20
years of experience in structuring advertising contracts for foreign and PRC
import and export businesses. Since 1999, Mr. Liang has been director
and a principal owner of Nina Limited., a Hong Kong based private trading
company. All
business advertising in the PRC must comply with local and central government
regulations as to content and means of publication. UPL uses Mr.
Liang’s extensive contacts and experience with government officials to help
clients organize and maintain advertising programs that are
compliant.
2
UPL’s
services are billed to clients on an individual project basis, either on a fixed
cost whole project basis, or by installments as a project completes each phase
of the project. UPL also may enter into joint ventures with
selected clients to set up advertising agencies in the PRC.
On
September 30, 2009, the Company entered into and closed agreement to sell its
wholly-owned subsidiary Sino Trade-Intelligent Development Corp., Limited (a
corporation organized under the laws of the Hong Kong Special Administrative
Region), to Ms. Jie Xu, for US$1. This transaction was negotiated at
arms-length. Ms. Jie Xu is not an affiliate of any of the Company’s
shareholders.
On
December 21, 2009, the Board of Directors of Asia Global Holdings Corp.
authorized a change in the Company’s fiscal year end to September 30 from
December 31. This change of fiscal year was made to align the
Company’s fiscal year with the fiscal year of Ultra Professional Limited, the
Company’s operating subsidiary.
Results
of Operations for the Three Months Ended December 31, 2009 and 2008
UPL commenced
business in July 2009; during the three months ended December 31, 2009 the
Company experienced a net loss of $29,621 with operating revenues of
$0.
Revenues
During
the three months ended December 31, 2009, we had revenues of $0. The Company has
not been established in year 2008 and there was no comparable figure for the
three months ended December 31, 2008.
Cost
of Revenue
For the
three months ended December 31, 2009, cost of revenue was $0. The Company
has not been established in year 2008 and there was no comparable figure for the
three months ended December 31, 2008.
Operating
expenses
For the
three months ended December 31, 2009, operating expenses totaled $29,621 which
were attributable primarily to selling, general and administrative expenses. The
Company has not been established in year 2008 and there was no comparable result
for the three months ended December 31, 2008.
Net
Loss
For the
three months ended December 31, 2009, we experienced a net loss of $29,621.
The Company has not been established in year 2008 and there was no comparable
result for the three months ended December 31, 2008.
Liquidity
and Capital Resources
Cash
flows from operating activities
For the
three months ended December 31, 2009, we experienced net cash provided by
operating activities of $9,090. The amount can be attributable to a
net loss of $29,621 offset by decrease in accounts receivables of $25,641 and
increase in amount due to a director of $15,278.
Cash
flows from investing activities
Net cash
used in investing activities for the three months ended December 31, 2009 was
$0.
Cash
flows from financing activities
Net cash
provided by financing activities for the three months ended December 31, 2009
was $0.
3
Liquidity
Our
liquidity will depend largely on our revenue growth and our ability to control
our operating expense. Over the upcoming twelve months, we expect to
spend approximately $150,000 for operating expenses assuming revenue growth and
no major change in business development strategies. We expect to meet
these capital needs from sales revenues and, to the extent we do not have
sufficient revenues, from other external sources of financing.
On a
long-term basis, our liquidity will be dependent on establishing profitable
operations, receipt of revenues, additional infusions of capital and additional
financing. If necessary, we may raise capital through an equity or debt offering
for further expansion. The funds raised from this offering will be used to
develop and execute our business plan. However, there can be no assurance that
we will be able to obtain additional equity or debt financing in the future, if
at all. If we are unable to raise additional capital, our growth potential will
be adversely affected.
Critical
Accounting Policies
The
financial statements are prepared in accordance with accounting principles
generally accepted in the U.S., which requires us to make estimates and
assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. In preparing these
financial statements, management has made its best estimates and judgments of
certain amounts included in the financial statements, giving due consideration
to materiality. We do not believe there is a great likelihood that materially
different amounts would be reported related to the accounting policies described
below. However, application of these accounting policies involves the exercise
of judgment and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates.
Income
taxes
We adopt
Accounting Standards Codification Topic
740, “Income Taxes” regarding accounting for uncertainty in income taxes
prescribes the recognition threshold and measurement attributes for financial
statement recognition and measurement of tax positions taken or expected to be
taken on a tax return. In addition, the guidance requires the determination of
whether the benefits of tax positions will be more likely than not sustained
upon audit based upon the technical merits of the tax position. For tax
positions that are determined to be more likely than not sustained upon audit, a
company recognizes the largest amount of benefit that is greater than 50% likely
of being realized upon ultimate settlement in the financial statements. For tax
positions that are not determined to be more likely than not sustained upon
audit, a company does not recognize any portion of the benefit in the financial
statements. The guidance provides for de-recognition, classification, penalties
and interest, accounting in interim periods and disclosure.
Employees
As of
December 31, 2009, we had 2 employees.
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
Not
required for smaller reporting companies
ITEM
4. CONTROLS
AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures.
Based on
an evaluation under the supervision and with the participation of management,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended
("Exchange Act") were effective as of December 31, 2009 to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms and (ii) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.
4
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2009, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting. Given
the extreme global financial events that occurred in last part of 2008, and
continued through December 31, 2009 and the effect these events had on our
business, management has contemplated its current controls and concluded that
its controls are effective for its current level of business
operations. Management plans to reevaluate controls as
needed.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
We are
not involved in any material pending legal proceedings at this time, and
management is not aware of any contemplated proceeding by any governmental
authority.
ITEM
1A. RISK
FACTORS
Not
required for smaller reporting companies
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
ITEM
5. OTHER
INFORMATION
None
ITEM
6. EXHIBITS
|
3(i)(a)
|
Articles
of Incorporation filed with the Nevada Secretary of State on February 1,
2002 (Exhibit 3.1 to Registration Statement on Form SB-2 filed with the
Commission on April 25, 2002)
|
|
3(i)(b)
|
First
Amendment to Articles of Incorporation filed with the Nevada Secretary of
State on May 20, 2004 (Exhibit 3.1 to Form 8-K/A filed with the Commission
on May 26, 2004)
|
|
3(i)(c)
|
Second
Amendment to Articles of Incorporation filed with the Nevada Secretary of
State on June 9, 2006 (Exhibit 3.1 to Form 8-K filed with the Commission
on July 31, 2006)
|
|
3(i)(d)
|
Third
Amendment to Articles of Incorporation filed with the Nevada Secretary of
State on August 22, 2006 (Exhibit 3.1 to Form 8-K filed with the
Commission on September 13, 2006)
|
|
3(ii)(a)
|
Bylaws
(Exhibit 3.4 to Registration Statement on Form SB-2 filed with the
Commission on April 25, 2002)
|
|
3(ii)(b)
|
Amended
Bylaws (Exhibit 3.2 to Form 10Q-SB filed with the Commission on February
19, 2003)
|
|
10.1
|
Common
Stock Purchase Agreement (acquisition of Ultra Professional Ltd., dated
September 29, 2009)
|
|
10.2
|
Common
Stock Purchase Agreement (disposition of Sino Trade Intelligent
Development Corp. Limited, dated September 30,
2009)
|
5
|
31.1
|
Rule
13a-14 (a)/15d-14 (a) Certification of Chief Executive
Officer
|
|
31.2
|
Rule
13a-14 (a)/15d-14 (a) Certification of Chief Financial
Officer
|
|
32.1
|
Section
1350 Certification of Chief Executive
Officer
|
|
32.2
|
Section
1350 Certification of Chief Financial
Officer
|
6
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
ASIA
GLOBAL HOLDINGS CORP.
|
||
|
/s/
Ping-Shun Lai
|
||
|
|
||
|
Dated:
February 18, 2010
|
Ping-Shun
Lai, Chief Executive Officer
(Principal
executive officer)
|
|
|
/s/
Ping-Shun Lai
|
||
|
|
||
|
Dated:
February 18, 2010
|
Ping-Shun
Lai, Interim Chief Financial Officer
(Principal
financial officer)
|
7