10QSB/A 1 v085695_10qsba.htm

SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
FORM 10-QSB/A

(Amendment No. 1)
 
x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 2007
 
o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934 For the transition period ___________ to ___________
COMMISSION FILE NUMBER 333-64804

ASIA GLOBAL HOLDINGS CORP.
(Exact name of small Business Issuer as specified in its charter)
 
 
Nevada     
75-3026459 
(State or other jurisdiction of
Incorporation or organization)
 
(IRS Employer Identification No.)
 
1601-1604 CRE Centre
889 Cheung Sha Wan Road
Kowloon, Hong Kong
 
(Address of principal executive offices)

(213) 243-1503
(Issuer's telephone number, including area code)
 
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
 
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. (Check one):
 
Large accelerated filer o      Accelerated filer o      Non-accelerated filer x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange) Yes o No x
 
The number of shares outstanding of each of the Registrant's classes of common stock, as of August 15, 2007 was 84,862,000 shares, all of one class of $0.001 par value Common Stock.  


 
 

 


 
SPECIAL NOTE ON FORWARD LOOKING STATEMENTS
 
This Quarterly Report on Form 10-QSB, as amended, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
 
In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.



 
 

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATION

On August 16, 2007, the Company filed a Form 10-QSB for the period ending June 30, 2007 with the Commission. On page 27 of that filing, under ‘Cost of Sales - Media and Advertising Segment’ discussing the six month cost of sales for the Company’s Media and Advertising Segment, the phrase “for the three month period” appears instead of the word “for the six month period.” Therefore, please find below the amended language:

The six month cost of sales for our Media and Adverting Segment totaled $1,422,638 representing 47% of our total segment revenue of $3,018,192 for the six month period ended June 30, 2007 as compared to $407,318, representing 26% of total segment revenue of $1,584,828 for the six month period ended June 30, 2006. The increase in cost of sales as a percentage of sales for the six month period ended June 30, 2007 is primarily attributable to production costs related to Who Wants To Be A Millionaire? and partially attributable to increased production costs for printing of client advertising and costs related to creating and distributing direct marketing advertising for customers. Specifically, we spent $398,728 for promotion and production of the Who Wants To Be A Millionaire? TV show. We spent $1,023,910, or 34% of the segment revenue, for printing and direct marketing costs related to our non-TV related products and services. Hence our total segment gross margin on sales was 53% and our gross margin on sales for our non-TV related products and services was 66%.


There are no additional amendments to the Form 10-QSB for the period ended June 30, 2007 as filed with the Commission on August 16, 2007.

 
(a) Exhibits
INDEX TO EXHIBITS
OF
ASIA GLOBAL HOLDINGS CORP. 

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

 
(b) None.



 
 

 

SIGNATURES
 
Pursuant to the requirements of Section 13 of 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
ASIA GLOBAL HOLDINGS CORP.
 
(Registrant)
 
       
      /s/ Michael Mak
Date: August 20, 2007
   
Michael Mak, President