ASIA GLOBAL HOLDINGS CORP. - FORM 10-Q

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EX-31.1 - EX-31.1 - ASIA GLOBAL HOLDINGS CORP.	v212144_ex31-1.htm
EX-32.2 - EX-32.2 - ASIA GLOBAL HOLDINGS CORP.	v212144_ex32-2.htm
EX-31.2 - EX-31.2 - ASIA GLOBAL HOLDINGS CORP.	v212144_ex31-2.htm
EX-32.1 - EX-32.1 - ASIA GLOBAL HOLDINGS CORP.	v212144_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended December 31, 2010

-OR-

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

For the transition period from to

Commission File Number 000-50788

ASIA GLOBAL HOLDINGS CORP.

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

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


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

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-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of each of the Registrant’s classes of common stock, as of February 21, 2011. 242,138,400

ASIA GLOBAL HOLDINGS CORP.

FORM 10-Q

Quarter Ended June 30, 2010

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)

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

	Condensed Consolidated Statements of Operations And Comprehensive Loss for the Three Months ended December 31, 2010 and 2009	F-3

	Condensed Consolidated Statements of Cash Flows for the Three Months ended December 31, 2010 and 2009	F-4

	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months ended December 31, 2010	F-5

	Notes to Condensed Consolidated Financial Statements	F-6 – F-12

Item 2	Managements Discussion and Analysis of Financial Condition and Results of Operation	3

Item 3	Quantitative and Qualitative Disclosures About Market Risk	5

Item 4T	Controls and Procedures	5

	PART II—OTHER INFORMATION

Item 1	Legal Proceedings	6

Item 1A	Risk Factors	6

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

Item 3	Defaults Upon Senior Securities	6

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

Item 5	Other Information	6

Item 6	Exhibits	6

	SIGNATURES	8

ASIA GLOBAL HOLDINGS CORP.

(Successor of Ultra Professional Limited)

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page

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

Condensed Consolidated Statements of Operations And Comprehensive Loss for the Three Months ended December 31, 2010 and 2009	F-3

Condensed Consolidated Statements of Cash Flows for the Three Months ended December 31, 2010 and 2009	F-4

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months ended December 31, 2010	F-5

Notes to Condensed Consolidated Financial Statements	F-6 – F-12

F-1

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND SEPTEMBER 30, 2010

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

	December 31, 2010			September 30, 2010
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	51,993		$	50,320
Accounts receivable, related party		-			20,513

Total current assets		51,993			70,833

Non-current assets:
Plant and equipment, net		1,054			1,126

TOTAL ASSETS	$	53,047		$	71,959

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	53,013		$	60,321
Income tax payable		3,148			3,148
Amount due to a director		72,146			69,907
Amount due to a stockholder		51,282			51,282

Total current liabilities		179,589			184,658

Commitments and contingencies

Stockholders’ deficit:
Series A, convertible preferred stock, $0.001 par value; 500,000 shares authorized; 250,000 shares issued and outstanding, respectively		250			250
Common stock, $0.001 par value; 300,000,000 shares authorized; 242,138,400 shares issued and outstanding, respectively		242,138			242,138
Accumulated deficit		(368,930	)		(355,087	)

Total stockholders’ deficit		(126,542	)		(112,699	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	53,047		$	71,959

See accompanying notes to condensed consolidated financial statements.

F-2

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

	Three months ended December 31,
	2010			2009

Revenues, net	$	-		$	-

Cost of revenue		-			-

Gross profit		-			-

Operating expenses:
Selling, general and administrative		(13,843	)		(29,621	)

Loss before income taxes		(13,843	)		(29,621	)

Income tax expense		-			-

NET LOSS	$	(13,843	)	$	(29,621	)

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

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

See accompanying notes to condensed consolidated financial statements.

F-3

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

	Three months ended December 31,
	2010			2009

Cash flows from operating activities:
Net loss	$	(13,843	)	$	(29,621	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		72			29
Changes in operating assets and liabilities:
Accounts receivable from related parties		20,513			25,641
Accounts payable and accrued liabilities		(7,308	)		(2,237	)

Net cash used in operating activities		(566	)		(6,188	)

Cash flows from financing activities:
Advance from a director		2,239			15,278

Net cash provided by financing activities		2,239			15,278

NET CHANGE IN CASH AND CASH EQUIVALENTS		1,673			9,090

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

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	51,993		$	10,091

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

See accompanying notes to condensed consolidated financial statements.

F-4

ASIA GLOBAL HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010

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

(Unaudited)

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

Balance as of October 1, 2010		250,000	$	250		242,138,400	$	242,138	$	(355,087	)	$	(112,699	)

Net loss for the period		-		-		-		-		(13,843	)		(13,843	)

Balance as of December 31, 2010		250,000	$	250		242,138,400	$	242,138	$	(368,930	)	$	(126,542	)

See accompanying notes to condensed consolidated financial statements.

F-5

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

NOTE - 1

BASIS OF PRESENTATION

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

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

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

NOTE - 2

ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

NOTE - 3

GOING CONCERN UNCERTAINITIES

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

For the three months ended December 31, 2010, the Company has experienced a net loss of $13,843 with an accumulated deficit of $368,930 as of that date. The continuation of the Company as a going concern through December 31, 2011 is dependent upon the continued financial support from its stockholders.

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

F-6

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

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 and its wholly-owned subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

·	Cash and cash equivalents

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

·	Plant and equipment

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

		Expected useful life
Office equipment		5 years

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

Depreciation expense for the three months ended December 31, 2010 and 2009 was $72 and $29, 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 charge for the periods presented.

F-7

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

·	Revenue recognition

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

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

·	Income taxes

The Company adopts ASC Topic 740, “Income Taxes” regarding accounting for uncertainty in income taxes 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, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2010, 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.

F-8

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

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, 2010 and 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.

·	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.

F-9

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

·	Financial instruments

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

·	Recent accounting pronouncements

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

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal year beginning after December 15, 2010; early adoption is permitted. The Company is currently evaluating the impact of adopting ASU -2010-06 on its financial statements.

In April 2010, the FASB issued ASU No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (ASU 2010-13). ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company’s consolidated financial statements.

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

NOTE - 5

AMOUNT DUE TO A DIRECTOR

As of December 31, 2010, the balance represented temporary advances made to the Company by a director, Mr. Kwong-Lim Liang, which was unsecured, interest free and repayable on demand. The imputed interest on this amount is not significant.

F-10

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

NOTE - 6

AMOUNT DUE TO A STOCKHOLDER

As of December 31, 2010, the balance represented temporary advances made to the Company by a stockholder, Sina Dragon Holdings Limited, which was unsecured, interest free and repayable on demand. The imputed interest on this amount is not significant.

NOTE - 7

INCOME TAXES

During the three months ended December 31, 2010, the Company has a subsidiary, UPL 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 $943 of operating loss for the three months ended December 31, 2010.

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, 2010 and 2009 on its assessable income for the periods presented.

For the three months ended December 31, 2010 and 2009, the Company incurred an operating loss for income tax purposes and was exempted from Hong Kong Profits Tax. A reconciliation of loss before income taxes to the effective income tax rate as follows:

	Three months ended December 31,
	2010			2009

Loss before income taxes	$	(12,900	)	$	(29,621	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory tax rate		(2,128	)		(4,887	)

Non-deductible items		12			1
Effect of tax allowances		(9	)		-
Net operating loss carryforwards		2,125			4,886

Income tax expense	$	-		$	-

As of December 31, 2010, the Company incurred $62,029 of cumulative operating losses carryforwards available for Hong Kong income tax purpose at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from net operating losses carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

F-11

ASIA GLOBAL HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

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

(Unaudited)

NOTE - 8

COMMITMENTS AND CONTINGENCIES

The Company currently does not have any formal rent agreements on office premises and pays the rent expense at a fixed sum on a monthly basis. The Company incurred rent expense of $1,269 and $1,269 for the three months ended December 31, 2010 and 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, 2010 and 2009, 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.

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

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, 2010 and 2009

The Company commenced business in July 2009; during the three months ended December 31, 2010 and 2009, the Company recorded no operating revenues and a net loss of $13,843 and $29,621, respectively.

Cost of Revenue and Selling and General Administrative Expenses

There were no costs of revenue in the periods reported. Selling and general administrative expenses decreased from $29,621 for the three months ended December 31, 2009 to $13,843 for the three months ended December 31, 2010.

Net Loss

For the three months ended December 31, 2010, we experienced a net loss of $13,843, compared to $29,621 for the three months ended December 31, 2009.

Liquidity and Capital Resources

Cash flows from operating activities

For the three months ended December 31, 2010, we experienced net cash used in operating activities of $566. The amount can be attributable to a net loss of $13,843 offset by decrease in accounts payable and accrued liabilities receivable of $7,308.

Cash flows from financing activities

Net cash provided by financing activities for the three months ended December 31, 2010 was $2,239 attributable to an advance from a director.

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, which include current discussions with other companies regarding their advertising needs. 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 such an offering would be used to further develop and expand our current business plan. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected.

Management believes the Company has the ability to continue as a going concern if it can meet its financing requirements through external sources of financing or sales revenue generated from its business. Management is reviewing all aspects of its business and is actively pursuing business advertising opportunities that can generate revenue in the future. Although there is no assurance in the success of these opportunities, management believes that it has the ability to borrow additional funds from third parties that will be sufficient to fund its operation for the next twelve months.

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, 2010, we had 2 employees. Additional employees are expected to be added as business expansion warrants.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

As of December 31, 2010, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded:

(i)

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

(ii)

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010, which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

Not required for smaller reporting companies

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

3(i)(a)

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

3(i)(b)

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

3(i)(c)

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

3(i)(d)

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

3(ii)(a)

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

3(ii)(b)

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

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

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

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

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

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

SIGNATURES

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

	ASIA GLOBAL HOLDINGS CORP.

		/s/ Ping-Shun Lai
Dated: February 21, 2010		Ping-Shun Lai, Chief Executive Officer (Principal executive officer)

		/s/ Ping-Shun Lai
Dated: February 21, 2010		Ping-Shun Lai, Interim Chief Financial Officer (Principal financial officer)

Attached files

ASIA GLOBAL HOLDINGS CORP. Reports

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