Unassociated Document

Title of Securities to be Registered	Amount of Shares to be Registered	Maximum Offering Price Per Share (1)	Maximum Aggregate Offering Price (1)	Registration Fee (1)
$0.001 par value Common Stock	25,000,000	$0.177	$4,425,000	$520.82

(1) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the high and low prices per share of the common stock reported on the National Association of Securities Dealers Over-The-Counter Electronic Bulletin Board System as of October 25, 2006, a date within five business days prior to the filing of this Registration Statement.

This Prospectus (“Prospectus”) relates to the offer and sale by Asia Global Holdings Corp., a Nevada corporation "AAGH”), of shares of its $0.001 par value per share common stock to certain employees, officers, directors and consultants (the "Plan Participants") pursuant to written agreements and the 2006 Non-Qualified Incentive Stock Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan and written agreements, AAGH is registering hereunder 25,000,000 shares of common stock, of which all may be shares of common stock underlying options to purchase common stock granted prior to or subsequent to the effective date hereof.

The common stock issued pursuant to this Stock Plan shall not be subject to any restriction on transferability. Recipients of shares other than persons who are "affiliates" of AAGH, within the meaning of the Securities Act of 1933 (the "Act"), may sell all or part of the shares in any way permitted by law, including sales in the over-the-counter market at prices prevailing at the time of such sale. AAGH is registering 25,000,000 shares pursuant to the Stock Plan. Any shares issued to a person who is an affiliate will direct such person to comply with the resale restrictions applicable to affiliates. An affiliate is summarily, any director, executive officer or controlling shareholder of AAGH or any one of its subsidiaries. An "affiliate" of AAGH is subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). If a consultant who is not now an "affiliate" becomes an "affiliate" of AAGH in the future, (s)he would then be subject to Section 16(b) of the Exchange Act. The common stock is traded on the National Association of Securities Dealers Over The Counter Bulletin Board under the symbol "AAGH". On October 25, 2006, the closing bid price for the common stock was $0.175 per share.

These Securities Have Not Been Approved or Disapproved By The Securities and Exchange Commission (the “Commission”) nor has the Commission passed upon the accuracy or adequacy of this Prospectus. Any Representation to the contrary is a Criminal Offense.

This Prospectus is part of a Registration Statement which was filed and became effective under the Securities Act of 1933, as amended (the "Securities Act"), and does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations promulgated by the Commission under the Securities Act. The statements in this Prospectus as to the contents of any contracts or other documents filed as an exhibit to either this Registration Statement or other filings by AAGH with the Commission are qualified in their entirety by the reference thereto.

A copy of any document or part thereof incorporated by reference in this Prospectus but not delivered herewith will be furnished without charge upon written or oral request. Requests should be addressed to Asia Global Holdings Corp. 1601-1604 CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong Kong, telephone number 213-243-1503.

AAGH is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports, as well as the proxy statements, information statements and other information filed by AAGH under the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at 100 F. Street, NE, Washington D.C. 20549.

No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by AAGH. This Prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any person to whom it is unlawful to make an offer or solicitation.


Information Required in the Section 10(a) Prospectus.

Item 1.	The Plan Information	6

Item 2.	Registrant Information and Employee Plan Annual
	Information	7

Item3.	Incorporation of Documents by Reference	7

Item 4.	Description of Securities	8

Item 5.	Interests of Named Experts and Counsel	8

Item 6.	Indemnification of Officers, Directors, Employees
	and Agents; Insurance	8

Item 7.	Exemption from Registration Claimed	9

Item 8.	Exhibits	9

Item 9.	Undertakings	9

Signatures		11

Exhibit Index

5.1	Legal opinion of F. Robbe International Attorneys at Law	12

10.1	2006 Non-Qualified Incentive Stock Compensation Plan	14

23.1	Consent of F. Robbe International Attorneys at Law	26

23.2	Consent of Clancy and Co., P.L.L.C., Independent Registered Public Accounting Firm

99.1	Nevada Law Regarding Indemnification	28

Page 5 of 31

AAGH will issue common stock, or options to purchase shares of AAGH’s common stock to individuals who provide services to AAGH, employees, officers, directors, professional advisors or consultants, or under any other written agreement with AAGH (collectively, “Plan Participants”) under the Stock Plan pursuant to such written agreements which have been approved by the Board of Directors of AAGH. The Stock Plan is intended to provide a method whereby AAGH as compensation and as an inducement to those individuals certified and qualifying to receive shares under the Stock Plan, thereby advancing the interests of AAGH and all of its shareholders. A copy of the Stock Plan is being filed as an Exhibit to this Registration Statement. The written agreements with each Plan Participant covering stock and/or stock options are maintained at the executive offices of AAGH.

The Board has authorized the issuance of up to 25,000,000 shares of common stock to the Plan Participants, either as direct compensation or pursuant to stock options granted by AAGH (“Options”), to remain involved in AAGH’s growth, upon effectiveness of this Registration Statement.

The Plan Participants will become the record and beneficial owners of the shares of common stock upon issuance and delivery and are entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the common stock.

The common stock is not qualified under Section 401(a) of the Internal Revenue Code. The Plan Participants, therefore, will be required for federal income tax purposes to recognize compensation during the taxable year of issuance unless the shares are subject to a substantial risk of forfeiture. Accordingly, absent a specific contractual provision to the contrary, the Plan Participants will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. If, however, the Plan Participants receive shares of common stock pursuant to the exercise of an Option at an exercise price below the fair market value of the shares on the date of exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise will be deemed compensation for federal income tax purposes. The Plan Participants are urged to consult each of their tax advisors on this matter. Further, if any recipient is an "affiliate," Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be a tax-deductible expense by AAGH for federal income tax purposes in the taxable year of AAGH during which the recipient recognizes income.

In the event that an affiliate of AAGH acquires shares of common stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the event that any affiliate acquiring shares hereunder has sold or sells any shares of common stock in the six months preceding or following the receipt of shares hereunder, any so called "profit," as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to AAGH. Services rendered have been recognized as valid consideration for the "purchase" of shares in connection with the "profit" computation under Section 16(b) of the Exchange Act. AAGH has agreed that for the purpose of any "profit" computation under Section 16(b) of the Exchange Act, the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of common stock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

The documents incorporated by reference in Item 3 of Part II of the Form S-8, and any other documents required to be delivered pursuant to Rule 428(b), promulgated under the Securities Act, are available from AAGH, without charge, upon written or oral request. Requests for documents should be directed to Asia Global Holdings Corp. at 1601-1604 CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong Kong, telephone number 213-243-1503.

pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Fletcher A. Robbe, Esq. has rendered an opinion on the validity of the securities being registered in connection with this offering. Fletcher A. Robbe is the managing partner of F. Robbe International Attorneys at Law and, as of the date hereof, has not received any shares or options to purchase shares of common stock of AAGH.

The financial statements of AAGH are incorporated by reference in this Prospectus as of and for the years ended December 31, 2005, have been audited by Clancy and Co., P.L.L.C., independent certified public accountants, and such reports are incorporated herein by reference in reliance upon the authority of said firm as experts in auditing and accounting.

Under Nevada law, AAGH may indemnify any person, including officers and directors, who were acting at the corporation's request, including certain securities law violations. A true and correct copy of Section 145 of the Nevada General Corporation Law that addresses indemnification of officers, directors, employees and agents is attached hereto as Exhibit 99.1.

In addition, AAGH 's Articles of Incorporation and Bylaws provide that a director of AAGH shall not be personally liable to the corporation or its stockholders for monetary damages due to breach of fiduciary duty as a director except for liability for acts or omissions not in good faith which involve intentional misconduct, fraud or a knowing violation of law.

The effect of these provisions may be to eliminate the rights of AAGH and its stockholders (through stockholders' derivative suit on behalf of AAGH) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior), except in the situations described in the preceding paragraph.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.

Exhibit No.

Title

5.1	Legal opinion of F. Robbe International Attorneys at Law

10.1	2006 Non-Qualified Incentive Stock Compensation Plan

23.1	Consent of F. Robbe International Attorneys at Law

23.3	Consent of Clancy and Co., P.L.L.C., Independent Registered

Public Accounting Firm

(ii) reflect in this Prospectus, or any amendments hereto, any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by AAGH pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability pursuant to the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof.

(4) To deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be delivered to each person to whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information.

(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act or the Exchange Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of AAGH’s annual report pursuant to Section 13(a) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, AAGH certifies it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in Kowloon, Hong Kong, on October 26, 2006.

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


	ASIA GLOBAL HOLDINGS CORP.
	(Registrant)

	By:	/s/ Michael Mak
		Michael Mak
		President

Signatures	Title	Date

/s/ Michael Mak	President & Director	October 26, 2006
Michael Mak

/s/ John Leper	Secretary & Director	October 26, 2006
John Leper

1601-1604 CRE Centre 889 Cheung Sha Wan Road Kowloon, Hong Kong
(Address of principal executive offices)		(Zip code)