**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**WASHINGTON,
      D.C. 20549**





**FORM
      10-K**





**x ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF**
              **THE
                SECURITIES EXCHANGE ACT OF 1934****FOR
                THE FISCAL YEAR ENDED DECEMBER 31, 2006****OR****o TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF**
              **THE
                SECURITIES EXCHANGE ACT OF 1934****FOR
                THE TRANSITION PERIOD FROM _______
                TO ___________**




**COMMISSION
      FILE NO. 000-51981**




**ASIA
      TIME CORPORATION**


(E *xact
      Name Of Registrant As Specified In Its Charter* )





**Delaware**
            
            **N/A***(State
                or other jurisdiction of*
              *incorporation
                or organization)*
            
            *(I.R.S.
                Employer*
              *Identification
                No.)***Room
                1601-1604, 16/F., CRE Centre**
              **889
                Cheung Sha Wan Road, Kowloon, Hong Kong**
            
            **N/A***(Address
                of principal executive offices)*
            
            *(Zip
                Code)*





*Registrant’s
      telephone number, including area code* : **(852)-23100101**




SECURITIES
      REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:




None.




SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:




Common
      Stock, $.0001 par value





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes o No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes o No x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.       Yes x No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. 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 Act).  Yes o No x




Documents
      Incorporated by Reference: None.







**ASIA
      TIME CORPORATION**


**TABLE
      OF CONTENTS TO ANNUAL REPORT ON FORM 10-K**


**For
      the Fiscal Year Ended December 31, 2006**




**ITEM**
            
            
            
            ******Page****PART
                I**Item
                1.
            
            Business
            
            4Item
                1A.
            
            Risk
                Factors
            
            8Item
                1B.
            
            Unresolved
                Staff Comments
            
            19Item
                2.
            
            Properties
            
            19Item
                3.
            
            Legal
                Proceedings
            
            19Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            19**PART
                II**Item
              5.
            
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            
            20Item
                6.
            
            Selected
                Financial Data
            
            23Item
                7.
            
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            32Item
                7A.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            
            42Item
                8.
            
            Financial
                Statements and Supplementary Data
            
            42Item
                9.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            42Item
                9A.
            
            Controls
                and Procedures
            
            42Item
                9B.
            
            Other
                Information
            
            43**PART
                III**Item
                10.
            
            Directors,
                Executive Officers and Corporate Governance
            
            44Item
                11.
            
            Executive
                Compensation
            
            45Item
                12.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            48Item
                13.
            
            Certain
                Relationships and Related Transactions, and Director
                Independence
            
            49Item
                14.
            
            Principal
                Accounting Fees and Services
            
            50**PART
                IV**Item
                15.
            
            Exhibits
                and Financial Statement Schedules
            
            51Signatures
            
            52


2


**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**





The
      information contained in this report, including in the documents incorporated
      by
      reference into this report, includes some statement that are not purely
      historical and that are “forward-looking statements.” Such forward-looking
      statements include, but are not limited to, statements regarding our and their
      management’s expectations, hopes, beliefs, intentions or strategies regarding
      the future, including our financial condition, results of operations, and the
      expected impact of our recent share exchange on the parties’ individual and
      combined financial performance. In addition, any statements that refer to
      projections, forecasts or other characterizations of future events or
      circumstances, including any underlying assumptions, are forward-looking
      statements. The words “anticipates,” “believes,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and
      similar expressions, or the negatives of such terms, may identify
      forward-looking statements, but the absence of these words does not mean that
      a
      statement is not forward-looking.





The
      forward-looking statements contained in this report are based on current
      expectations and beliefs concerning future developments and the potential
      effects on the parties and the transaction. There can be no assurance that
      future developments actually affecting us will be those anticipated. These
      forward-looking statements involve a number of risks, uncertainties (some of
      which are beyond the parties’ control) or other assumptions that may cause
      actual results or performance to be materially different from those expressed
      or
      implied by these forward-looking statements, including the
      following:





·
            Dependence
                on a limited number of suppliers;




·
            Cyclicality
                of our business;




·
            Decline
                in the value of our inventory;




·
            Significant
                order cancellations, reductions or
                delays;




·
            Competitive
                nature of our industry;




·
            Vulnerability
                of our business to general economic
                downturn;




·
            Our
                ability to obtain all necessary government certifications and/or
                licenses
                to conduct our business;




·
            Development
                of a public trading market for our securities;




·
            The
                cost of complying with current and future governmental regulations
                and the
                impact of any changes in the regulations on our operations;
                and




·
            The
                other factors referenced in this report, including, without limitation,
                under the sections entitled “Risk Factors,” “Management’s Discussion and
                Analysis of Financial Condition and Results of Operations,” and
                “Business.”




These
      risks and uncertainties, along with others, are also described above under
      the
      heading “Risk Factors.” Should one or more of these risks or uncertainties
      materialize, or should any of the parties’ assumptions prove incorrect, actual
      results may vary in material respects from those projected in these
      forward-looking statements. We undertake no obligation to update or revise
      any
      forward-looking statements, whether as a result of new information, future
      events or otherwise, except as may be required under applicable securities
      laws.


3





**PART
      I**




**Item
      1. Business**




**Overview**





We
      are a
      distributor of watch movements components used in the manufacture and assembly
      of watches to a wide variety of timepiece manufacturers. Our core customer
      base
      consists primarily of wholesalers, and medium-to-large sized watch manufacturers
      that produce watches primarily for consumer sale. To a lesser extent, we design
      watches for manufacturers and exporters of watches and manufacture and
      distribute complete watches primarily to internet marketers.





We
      have
      distribution centers and strategically located sales offices throughout Hong
      Kong and the People’s Republic of China (“China” or “PRC”). We distribute more
      than 350 products from over 30 vendors, including such market leaders as Citizen
      Group, Seiko Corporation and ETA SA Manufacture Horlogere Suisse, to a base
      of
      over 300 customers primarily through our direct sales force. To enhance our
      ability to distribute watch movements we provide a variety of value-added
      services, including automated inventory management services; integration, design
      and development, management, and extended and post-sale support
      services.





**Corporate
      Information**





We
      were
      incorporated in the State of Delaware on January 3, 2006. We were originally
      organized as a “blank check” shell company to investigate and acquire a target
      company or business seeking the perceived advantages of being a publicly held
      corporation. On January 23, 2007, we closed a share exchange transaction (“Share
      Exchange”) pursuant to which we (i) issued 19,454,420 shares of our common stock
      to acquire 100% equity ownership of Times Manufacture & E-Commerce
      Corporation Limited, a British Virgin Islands corporation (“Times Manufacture”),
      which has eight wholly-owned subsidiaries, (ii) assumed the operations of Times
      Manufacture and its subsidiaries, and (iii) changed our name from SRKP 9, Inc.
      to Asia Time Corporation. Our corporate offices are located at Room 1601-1604,
      16/F., CRE Centre 889 Cheung Sha Wan Road, Kowloon, Hong Kong.





With
      respect to this discussion, the terms “we” and “our” refer to Asia Time
      Corporation, its 100%-owned subsidiary Times Manufacture Times Manufacture
      and
      its subsidiaries, Times Manufacturing & E-Commerce Corporation Ltd., TME
      Enterprise Ltd., Citibond Design Ltd. and Megamooch Online Ltd., each of which
      is a British Virgin Islands corporation, and the Hong Kong corporate
      subsidiaries Billion Win International Enterprise Ltd., Goldcome Industrial
      Ltd., Citibond Industrial Ltd., and Megamooch International Ltd. Times
      Manufacture was founded in March 2002 and is based in Hong Kong.





**Our
      Industry**





There
      are
      two categories of watch movements, quartz and mechanical. The main parts of
      an
      analog quartz watch movement are the battery; the oscillator, a piece of quartz
      that vibrates in response to the electric current; the integrated circuit,
      which
      divides the oscillations into seconds; the stepping motor, which drives the
      gear
      train; and the gear train itself, which makes the watch’s hands move. A digital
      watch movement has the same timing components as an analog quartz movement
      but
      has no stepping motor or gear train.





The
      main
      parts of a mechanical watch movement are the winding mechanism; the mainspring,
      which is the source of the watch’s power; the gear train, which transmits power
      from the mainspring to the escapement and drives the watch’s minutes and seconds
      hands; the escapement, which distributes power to the oscillator (i.e., the
      balance) and controls how fast the mainspring unwinds; the balance itself,
      which
      measures out time by vibrating at a steady rate; and the motion works, which
      moves the watch’s hour hand.





Most
      mechanical and quartz analog watch movements are made by one of three companies:
      Japan’s Citizen and Seiko, or Switzerland’s ETA, which is owned by the Swatch
      Group watch conglomerate. There are several smaller watch movement companies:
      Ronda, ISA, and others. Digital watch movements are made by various companies,
      most of them in China. Most watch manufacturers buy the movements, case them
      and
      sell them under their own brand names.




4





Watch
      movement distributors relieve movement manufacturers of a portion of the costs
      and personnel needed to warehouse, sell and deliver their products. Distributors
      market movement manufacturers’ products to a broader range of customers than
      such manufacturers could economically serve with their direct sales forces.
      Today, movement distributors have become an integral part of a watch
      manufacturer’s purchasing and inventory processes. Generally, companies engaged
      in the distribution of watch movement components, including us, are required
      to
      maintain a relatively significant investment in inventories and accounts
      receivable to be responsive to the needs of customers. To meet these
      requirements, we, as well as other companies in our industry, typically depend
      on internally generated funds as well as external sources of
      financing.





**Products**





We
      currently offer over 350 items. Our products primarily consist of watch
      movements and, to a lesser extent, complete watches.





*Watch
      Movements*





We
      primarily distribute quartz watch movements that are produced primarily in
      Switzerland and Japan. All quartz watch movements distributed by our company
      are
      multi-function and have three hands. The watch movements have high adaptability
      so that a range of watches, from inexpensive to luxury, may be made from the
      same watch movement. To
      a
      lesser extent, we also offer mechanical movements manufactured by Citizen,
      ETA
      and Tsinlien Sea Gull Co. Ltd. For the year ended December 31, 2006. Asia Time
      acquired most of its watch movement products from three manufacturers: Citizen
      Miyota Co., Ltd., which is a member company in the Citizen Group, supplied
      64%,
      Seiko Corporation supplied 32%, ETA SA Manufacture Horlogere Suisse, which
      is a
      member of the Swatch Group.





*Complete
      Watches*





To
      a
      lesser extent we also distribute complete analog-quartz and automatic watches
      with pricing between $20.00 to $50.00. Manufacturing for these watches is
      currently outsourced to third party factories in China. Our top three brand
      names include Nxtime, SIDIO and Marcellus. The watches are primarily designed
      by
      U.S. designers and range from fashion watches to classic designs. Watches can
      either be made-to-order or design-to-order.





**Strategy**





Our
      goal
      is to be a leading watch movement and timepiece distributor in Hong Kong and
      China through the following strategies.





*Offer
      wide-ranging product spectrum to customers.* Management estimates that it can increase revenues by broadening our product
      spectrum and offering more brands of quartz movement to customers. Apart from
      quartz movement, we intend to offer mechanical movements. By broadening our
      product spectrum, we hope to increase our market share through sales to
      manufacturers of high-end watches utilizing sophisticated mechanical movements.





*Manufacture
      branded proprietary watch movements.* To
      further diversify our product offering and reduce our reliance on third party
      watch movement manufacturers, we intend to manufacture our own brands of quartz
      movements and high end mechanical movements in-house. We estimate that our
      company can replace a portion of our current third-party watch movement sales
      with our own brand movements, watch movements manufactured in-house would be
      higher margin offerings than distributed products of third-party suppliers.
      In
      addition, in-house manufacturing will allow product offerings at more
      competitive price points which we believe will enhance our competitive position.





*Developing
      closer ties with product brands owners and distributors.* We
      believe it is important for our company to develop closer ties with product
      brands owners and its distributors, which we believe would lead to more
      competitive pricing and stable supply of products.




5





*Expand
      the distribution of complete watches* .
      Currently, the distribution of complete watches represents less than 12% of
      our
      revenues. As part of our expansion plan, we intend to expand our sales and
      marketing efforts in China. We believe that a heightened focus in this area
      can
      lead to more market share and enhance our earning capacity. It is expected
      that
      these watches will be marketed through a lower to middle pricing strategy,
      with
      sales price range from US$100-$200.





**Value-Added
      Services**





We
      also
      provide a number of value-added services which are intended to attract new
      customers and to maintain and increase sales to existing customers. These
      value-added services include:





—
            *Automated
                inventory management services.*We
                offer comprehensive, state-of-the-art solutions that effectively
                manage
                our customers’ inventory reordering, stocking and administration
                functions. These services reduce paperwork, inventory, cycle time
                and the
                overall cost of doing business for our
                customers.





—
            *Integration.*Our sales specialists work directly with our customers develop and
                deliver
                customized solutions and technical support to meet specific requirements
                for our customers’ applications. We are able to offer customers a one-stop
                source for their integration needs.





**Sales
      and Marketing**





*Watch
      Movements*





We
      believe we have developed valuable long-term customer relationships and an
      understanding of our customers’ requirements. Our sales personnel are trained to
      identify our customers’ requirements and to actively market our entire product
      line to satisfy those needs. We serve a broad range of wholesalers, medium
      to
      small watch manufacturers and volume users in China and Hong Kong. We have
      established inventory management programs to address the specific distribution
      requirements of our customers.





As
      a
      distributor for leading watch movement manufacturers, we are able to offer
      technical support as well as a variety of supply chain management programs.
      Technical support and supply chain management services enhance our ability
      to
      attract new customers. Many of our services revolve around our use of software
      automation, computer-to-computer transactions through Internet-based solutions,
      technically competent product managers and business development
      managers.





Sales
      are
      made throughout China and Hong Kong from the sales departments maintained at
      our
      distribution facilities located in Hong Kong and from strategically located
      sales offices. Sales are made primarily through personal visits by our employees
      and telephone sales personnel who answer inquiries and receive and process
      orders from customers. Sales are also made through general advertising,
      referrals and marketing support from component manufacturers.




*Complete
      Watches*





Currently,
      the main distribution channels of our watches are US direct marketers, online
      retailers and China department stores. As part of our expansion plan, we intend
      to increase our focus on China’s complete watch market along with exportation to
      overseas markets.





With
      our
      foothold in Southern China, we intend further develop Eastern China and Northern
      China regions so as to cover the entire China market in complete
      watch.





We
      intend
      continue to outsource the production of complete watches to third parties.
      As
      part of our integrated efforts, we intend to supply these manufacturers with
      watch movements.





**Suppliers**





Manufacturers
      of watch movements are increasingly relying on the marketing, customer service,
      technical support and other resources of distributors who market and sell their
      product lines to customers not normally served by the manufacturer, and to
      supplement the manufacturer’s direct sales efforts for other accounts often by
      providing value-added services not offered by the manufacturer. Manufacturers
      seek distributors who have strong relationships with desirable customers, have
      the infrastructure to handle large volumes of products and can assist customers
      in the design and use of the manufacturers’ products. Currently, we have stable
      supplies from many manufacturers, including Miyota, Seiko, ETA and Suissebaches.
      We continuously seek to identify potential new suppliers. During the fiscal
      year
      ended December 31, 2006, products purchased from our 10 largest suppliers
      accounted for 81.1% of our total net sales.




6





**Operations**





Inventory
      management is critical to a distributor’s business. We constantly focus on a
      high number of resales or “turns” of existing inventory to reduce our exposure
      to product obsolescence and changing customer demand.





Our
      central computer system facilitates the control of purchasing and inventory,
      accounts payable, shipping and receiving, and invoicing and collection
      information for our distribution business. Our distribution software system
      includes financial systems, customer order entry, purchase order entry to
      manufacturers, warehousing and inventory control. Each of our sales departments
      and offices is electronically linked to our central computer systems, which
      provide fully integrated on-line, real-time data with respect to our inventory
      levels. We track inventory turns by vendor and by product, and our inventory
      management system provides immediate information to assist in making purchasing
      decisions and decisions as to which inventory to exchange with suppliers under
      stock rotation programs. In some cases, customers use computers that interface
      directly with our computers to identify available inventory and to rapidly
      process orders. Our computer system also tracks inventory turns by customer.
      We
      also monitor supplier stock rotation programs, inventory price protection,
      rejected material and other factors related to inventory quality and quantity.
      This system enables us to more effectively manage our inventory and to respond
      quickly to customer requirements for timely and reliable delivery of components.





**Competition**





The
      watch
      movement distribution industry is highly competitive, primarily with respect
      to
      price, product availability, knowledge of product and quality of service. We
      believe that the breadth of our customer base, services and product lines,
      our
      level of technical expertise and the overall quality of our services are
      particularly important to our competitive position. We compete with large
      distributors such as National Electronics Holding Ltd., as well as mid-size
      distributors, such as PTS Resources Ltd., many of whom distribute the same
      or
      competitive products as we do.





Our
      major
      competitors in complete watches include designer brands from overseas, China
      and
      Hong Kong such as Guess, Calvin Klein and Dolce & Gabanna.





**Backlog**





As
      is
      typical of watch movement distributors, we have a backlog of customer orders.
      At
      December 31, 2006, we had a backlog of approximately $1.38 million as compared
      to a backlog of approximately $0.87 million at December 31, 2005. We
      believe that a substantial portion of our backlog represents orders due to
      be
      filled within the next 90 days. In recent years, the trend in our industry
      has
      been toward outsourcing, with more customers entering into just-in-time
      contracts with distributors, instead of placing orders with long lead times.
      As
      a result, the correlation between backlog and future sales is changing. In
      addition, we have increased our use of transactions where we purchase inventory
      based on electronically transmitted forecasts from our customers that may not
      become an order until the date of shipment and, therefore, may not be reflected
      in our backlog. Our backlog is subject to delivery rescheduling and
      cancellations by the customer, sometimes without penalty or notice. For the
      foregoing reasons our backlog is not necessarily indicative of our future sales
      for any particular period.





**Employees**





At
      December 31, 2006, we had a total of 28 employees. There are no collective
      bargaining contracts covering any of our employees. We believe our relationship
      with our employees is satisfactory.




7


**Item
      1A. Risk Factors**





Any
      investment in our common stock involves a high degree of risk. Investors should
      carefully consider the risks described below and all of the information
      contained in this report before deciding whether to purchase our common stock.
      Our business, financial condition or results of operations could be materially
      adversely affected by these risks if any of them actually occur. Our shares
      of
      common stock are not currently listed or quoted for trading on any national
      securities exchange or national quotation system. If and when our common stock
      is traded, the trading price could decline due to any of these risks, and an
      investor may lose all or part of his or her investment. Some of these factors
      have affected our financial condition and operating results in the past or
      are
      currently affecting us. This Report also contains forward-looking statements
      that involve risks and uncertainties. Our actual results could differ materially
      from those anticipated in these forward-looking statements as a result of
      certain factors, including the risks described below and elsewhere in this
      report.




**RISKS
      RELATED TO OUR OPERATIONS**





**We
      are dependent on a limited number of suppliers. Loss of one or more of our
      key
      suppliers could have a material adverse effect on our
      business.**





We
      rely
      on a limited number of suppliers for products that generate a significant
      portion of our sales. During the year ended December 31, 2006, products
      purchased from our 10 largest suppliers accounted for 81.1% of our total net
      sales. Substantially all of our inventory has been and will be purchased from
      suppliers with which we have entered into non-exclusive distribution agreements.
      Moreover, most of our distribution agreements are cancelable upon short notice.
      As a result, in the event that one or more of those suppliers experience
      financial difficulties or are not willing to do business with us in the future
      on terms acceptable to management, there could be a material adverse effect
      on
      our business, results of operations or financial condition. Additionally, our
      relationships with our customers could be materially adversely affected because
      our customers depend on our distribution of watch movements from the industry’s
      leading suppliers.





**Our
      industry is highly cyclical, and an industry downturn could have a material
      adverse effect on our business.**





The
      watch
      movement distribution industry and, in particular, the timepiece manufacturing
      industry has historically been affected by general economic downturns and
      fluctuations in product supply and demand, often associated with changes in
      technology and manufacturing capacity. These industry cycles and economic
      downturns have often had an adverse economic effect upon manufacturers,
      end-users of watch movements and watch movement distributors, including our
      company. We cannot predict the timing or the severity of the cycles within
      our
      industry, or how long and to what levels any industry downturn and/or general
      economic weakness will last or be exacerbated by terrorism or war or other
      factors on our industry. Our revenues closely follow the strength or weakness
      of
      the timepiece market, and future downturns in this industry, would have a
      material adverse effect on our business, results of operations and financial
      condition.





**Declines
      in the value of our inventory could materially adversely affect our
      business.**





The
      watch
      movements industry is subject to rapid technological change, new and enhanced
      products and evolving industry standards, which can contribute to a decline
      in
      value or obsolescence of inventory. During an industry and/or economic downturn,
      it is possible that prices will decline due to an oversupply of product and,
      therefore, there may be greater risk of declines in inventory value. We cannot
      assure you that unforeseen new product developments or declines in the value
      of
      our inventory will not materially adversely affect our business, results of
      operations or financial condition, or that we will successfully manage our
      existing and future inventories.





**Significant
      order cancellations, reductions or delays by our customers could materially
      adversely affect our business.**





Our
      sales
      are typically made pursuant to individual purchase orders, and we generally
      do
      not have long-term supply arrangements with our customers, but instead work
      with
      our customers to develop nonbinding forecasts of future requirements. Based
      on
      these forecasts, we make commitments regarding the level of business that we
      will seek and accept, the timing of production schedules and the levels and
      utilization of personnel and other resources. A variety of conditions, both
      specific to each customer and generally affecting each customer’s industry, may
      cause customers to cancel, reduce or delay orders that were either previously
      made or anticipated. Generally, customers may cancel, reduce or delay purchase
      orders and commitments without penalty, except for payment for services rendered
      or products competed and, in certain circumstances, payment for materials
      purchased and charges associated with such cancellation, reduction or delay.
      Significant or numerous order cancellations, reductions or delays by our
      customers could have a material adverse effect on our business, financial
      condition or results of operations.




8





**The
      market for our products and services is very competitive and, if we cannot
      effectively compete, our business will be harmed.**





The
      market for our products and services is very competitive and subject to rapid
      technological change. We compete with many other distributors of watch movements
      and complete watches many of which are larger and have significantly greater
      assets, name recognition and financial, personnel and other resources than
      we
      have. As a result, our competitors may be in a stronger position to respond
      quickly to potential acquisitions and other market opportunities, new or
      emerging technologies and changes in customer requirements. Occasionally, we
      compete for customers with many of our own suppliers and additional competition
      has emerged from, fulfillment companies, catalogue distributors and e-commerce
      companies, including on-line distributors and brokers, which have grown with
      the
      expanded use of the Internet. We cannot assure you that we will be able to
      maintain or increase our market share against the emergence of these or other
      sources of competition. Failure to maintain and enhance our competitive position
      could materially adversely affect our business and prospects.





Additionally,
      prices for our products tend to decrease over their life cycle. This reduces
      resale per component sold. There is also continuing pressure from customers
      to
      reduce their total cost for products. Our suppliers may also seek to reduce
      our
      margins on the sale of their products in order to increase their own
      profitability or to be competitive with other suppliers of comparable product.
      We incur substantial costs on our value-added services required to remain
      competitive, retain existing business and gain new customers, and we must
      evaluate the expense of those efforts against the impact of price and margin
      reductions.





**Substantial
      defaults by our customers on accounts receivable or the loss of significant
      customers could have a material adverse effect on our
      business.**





A
      substantial portion of our working capital consists of accounts receivable
      from
      customers. If customers responsible for a significant amount of accounts
      receivable were to become insolvent or otherwise unable to pay for products
      and
      services, or to make payments in a timely manner, our business, results of
      operations or financial condition could be materially adversely affected. An
      economic or industry downturn could materially adversely affect the servicing
      of
      these accounts receivable, which could result in longer payment cycles,
      increased collection costs and defaults in excess of management’s expectations.
      A significant deterioration in our ability to collect on accounts receivable
      could also impact the cost or availability of financing available to
      us.





**We
      are dependent on foreign manufacturers and subject to trade regulations which
      expose us to political and economic risk.**





The
      significant portion of watch movements sold by us are manufactured by foreign
      companies. As a result, our ability to sell certain products at competitive
      prices could be adversely affected by any of the following:





-
      increases in tariffs or duties;





-
      changes
      in trade treaties;





-
      strikes
      or delays in air or sea transportation;





-
      future
      legislation with respect to pricing and/or import quotas on products imported
      from foreign countries; and





-
      turbulence in offshore economies or financial markets.




9





Our
      ability to be competitive with respect to sales of imported components could
      also be affected by other governmental actions and policy changes.





**Our
      industry is subject to supply shortages. Any delay or inability to obtain
      products may have a material adverse effect on our
      business.**





During
      prior periods, there have been shortages of components in the watch movements
      industry and the availability of certain movements have been limited by some
      of
      our suppliers. We cannot assure you that any future shortages or allocations
      would not have such an effect on us. A future shortage can be caused by and
      result from many situations and circumstances that are out of our control,
      and
      such shortage could limit the amount of supply available of certain required
      movements and increase prices affecting our profitability.





**The
      prices of our products are subject to volatility, which could have a negative
      impact on our sales and gross profit margins.**





A
      portion
      of the watch movements products we sell have historically experienced volatile
      pricing. If market pricing for these products decreases significantly, we may
      experience periods when our investment in inventory exceeds the market price
      of
      such products. In addition, at times there are price increases from our
      suppliers that we are unable to pass on to our customers. These market
      conditions could have a negative impact on our sales and gross profit margins
      unless and until our suppliers reduce the cost of these products to us.
      Furthermore, in the future, the need for aggressive pricing programs in response
      to market conditions, an increased number of low-margin, large volume
      transactions and/or increased availability of the supply of certain products,
      could further impact our gross profit margins.





**A
      reversal of the trend for distribution to play an increasing role in the watch
      movements industry could materially adversely affect our
      business.**





In
      recent
      years, there has been a growing trend for large wholesalers and watch
      manufacturers to outsource their procurement, inventory and materials management
      processes to third parties, particularly watch movement distributors, including
      our company. A reversal of this trend for could limit demand for our services,
      materially adversely affecting our ability to generate revenues. If such a
      reversal occurs, we may be forced to change the focus of our operations if
      we
      are unable to generate sufficient revenues to support our operations as
      currently conducted.





**Manufacturing
      capacity restraints and limited experience may have an adverse effect on our
      results of operations.**





As
      part
      of our expansion plan, we intend to substantially expand the design and
      manufacture of our own brands of complete watches and commence the manufacture
      of branded watch movements in-house. In order to produce our watches and watch
      movements in quantities sufficient to meet our anticipated market demand we
      will
      need to increase our manufacturing capacity by a significant factor over the
      current level. There are technical challenges to increasing manufacturing
      capacity, including equipment design and automation, material procurement,
      problems with production yields and quality control and assurance. Developing
      commercial scale manufacturing facilities will require the investment of
      substantial funds and the hiring and retaining of additional management and
      technical personnel who have the necessary manufacturing experience. We may
      encounter some difficulties, such as significant unexpected costs and delays,
      in
      scaling up the necessary manufacturing operations to produce required quantities
      of watch movements and watches. The failure to scale-up manufacturing operations
      in a timely and cost-effective way may adversely affect our income. Moreover,
      the lack of experience in watch movement and watch manufacture design may make
      it difficult to compete against companies that have more senior management
      and
      experience. If we are unable to satisfy demand for products, our ability to
      generate revenue could be impaired, market acceptance of our products could
      be
      adversely affected and customers may instead purchase our competitors’
products.





**Our
      operations would be materially adversely affected if third-party carriers were
      unable to transport our products on a timely basis.**





All
      of
      our products are shipped through third party carriers. If a strike or other
      event prevented or disrupted these carriers from transporting our products,
      other carriers may be unavailable or may not have the capacity to deliver our
      products to our customers. If adequate third party sources to ship our products
      were unavailable at any time, our business would be materially adversely
      affected.




10





**Our
      products may be found to be defective and, as a result, warranty and/or product
      liability claims may be asserted against us which could have a material adverse
      effect on our business.**





Our
      products are sold at prices that are significantly lower than the cost of the
      watches in which they are incorporated. Since a defect or failure in a product
      could give rise to failures in the end products that incorporate them (and
      claims for consequential damages against us from our customers), we may face
      claims for damages that are disproportionate to the sales and profits we receive
      from our products involved. Our business could be materially adversely affected
      as a result of a significant quality or performance issue in the products sold
      by us depending on the extent to which we are required to pay for the damages
      that result. Although we currently have product liability insurance, such
      insurance is limited in coverage and amount.





**The
      failure to manage growth effectively could have an adverse effect on our
      business, financial condition, and results of operations.**





Any
      significant growth in the market for our products or entry into new markets
      by
      Asia Time may require us to expand our employee base for managerial,
      operational, financial, and other purposes. As of December 31, 2006, we had
      28
      full time employees. Continued future growth will impose significant added
      responsibilities upon the members of management to identify, recruit, maintain,
      integrate, and motivate new employees. Aside from increased difficulties in
      the
      management of human resources, we may also encounter working capital issues,
      as
      we will need increased liquidity to finance. For effective growth management,
      we
      will be required to continue improving our operations, management, and financial
      systems and control. Our failure to manage growth effectively may lead to
      operational and financial inefficiencies that will have a negative effect on
      our
      profitability.





**We
      are dependent on certain key personnel and loss of these key personnel could
      have a material adverse effect on our business, financial condition and results
      of operations.**





Our
      success is, to a certain extent, attributable to the management, sales and
      marketing, and operational and technical expertise of certain key personnel.
      Each of the named executive officers performs key functions in the operation
      of
      our business. Although we have employment agreements with such key personnel,
      there can be no assurance that we will be able to retain these officers after
      the term of their employment contracts expire or that such personnel may not
      receive and/or accept competing offers of employment. The loss of a significant
      number of these employees could have a material adverse effect upon our
      business, financial condition, and results of operations.





**Our
      planned expansion into new international markets poses additional risks and
      could fail, which could cost us valuable resources and affect our results of
      operations.**





We
      plan
      to expand sales of products into new international markets including developing
      and developed countries, such as South America and Europe. These markets are
      untested for our products and we face risks in expanding the business overseas,
      which include differences in regulatory product testing requirements,
      intellectual property protection (including patents and trademarks), taxation
      policy, legal systems and rules, marketing costs, fluctuations in currency
      exchange rates and changes in political and economic conditions.





**RISKS
      RELATED TO US DOING BUSINESS IN CHINA**





**All
      of our assets are located in Hong Kong and China and substantially all of our
      revenues are derived from our operations in Hong Kong and China, and changes
      in
      the political and economic policies of the PRC government could have a
      significant impact upon the business we may be able to conduct in the PRC and
      the results of operations and financial condition.**





Our
      business operations may be adversely affected by the current and future
      political environment in the PRC. The PRC has operated as a socialist state
      since the mid-1900s and is controlled by the Communist Party of China. The
      Chinese government exerts substantial influence and control over the manner
      in
      which we must conduct our business activities. The PRC has only permitted
      provincial and local economic autonomy and private economic activities since
      1988. The government of the PRC has exercised and continues to exercise
      substantial control over virtually every sector of the Chinese economy,
      particularly the pharmaceutical industry, through regulation and state
      ownership. Our ability to operate in China may be adversely affected by changes
      in Chinese laws and regulations, including those relating to taxation, import
      and export tariffs, raw materials, environmental regulations, land use rights,
      property and other matters. Under current leadership, the government of the
      PRC
      has been pursuing economic reform policies that encourage private economic
      activity and greater economic decentralization. There is no assurance, however,
      that the government of the PRC will continue to pursue these policies, or that
      it will not significantly alter these policies from time to time without notice.




11





**Our
      operations are subject to PRC laws and regulations that are sometimes vague
      and
      uncertain. Any changes in such PRC laws and regulations, or the interpretations
      thereof, may have a material and adverse effect on our
      business.**





The
      PRC’s
      legal system is a civil law system based on written statutes, in which system
      decided legal cases have little value as precedents unlike the common law system
      prevalent in the United States. There are substantial uncertainties regarding
      the interpretation and application of PRC laws and regulations, including but
      not limited to the laws and regulations governing our business, or the
      enforcement and performance of our arrangements with customers in the event
      of
      the imposition of statutory liens, death, bankruptcy and criminal proceedings.
      The Chinese government has been developing a comprehensive system of commercial
      laws, and considerable progress has been made in introducing laws and
      regulations dealing with economic matters such as foreign investment, corporate
      organization and governance, commerce, taxation and trade. However, because
      these laws and regulations are relatively new, and because of the limited volume
      of published cases and judicial interpretation and their lack of force as
      precedents, interpretation and enforcement of these laws and regulations involve
      significant uncertainties. New laws and regulations that affect existing and
      proposed future businesses may also be applied retroactively. We are considered
      a foreign persons or foreign funded enterprises under PRC laws, and as a result,
      we are required to comply with PRC laws and regulations. We cannot predict
      what
      effect the interpretation of existing or new PRC laws or regulations may have
      on
      our businesses. If the relevant authorities find us in violation of PRC laws
      or
      regulations, they would have broad discretion in dealing with such a violation,
      including, without limitation:





·
            levying
                fines;




·
            revoking
                our business and other licenses;




·
            requiring
                that we restructure our ownership or operations;
                and




·
            requiring
                that we discontinue any portion or all of our
                business.




**Inflation
      in the PRC could negatively affect our profitability and
      growth.**





While
      the
      PRC economy has experienced rapid growth, such growth has been uneven among
      various sectors of the economy and in different geographical areas of the
      country. Rapid economic growth can lead to growth in the money supply and rising
      inflation. During the past decade, the rate of inflation in China has been
      as
      high as approximately 20% and China has experienced deflation as low as
      approximately minus 2%. If prices for our products and services rise at a rate
      that is insufficient to compensate for the rise in the costs of supplies such
      as
      raw materials, it may have an adverse effect on our profitability. In order
      to
      control inflation in the past, the PRC government has imposed controls on bank
      credits, limits on loans for fixed assets and restrictions on state bank
      lending. The implementation of such policies may impede economic growth. In
      October 2004, the People’s Bank of China, the PRC’s central bank, raised
      interest rates for the first time in nearly a decade and indicated in a
      statement that the measure was prompted by inflationary concerns in the Chinese
      economy. In April 2006, the People’s Bank of China raised the interest rate
      again. Repeated rises in interest rates by the central bank would likely slow
      economic activity in China which could, in turn, materially increase our costs
      and also reduce demand for our products and services.





**Recent
      PRC regulations relating to acquisitions of PRC companies by foreign entities
      may create regulatory uncertainties that could restrict or limit our ability
      to
      operate, including our ability to pay dividends.**





The
      PRC
      State Administration of Foreign Exchange, or SAFE, issued a public notice in
      January 2005 concerning foreign exchange regulations on mergers and acquisitions
      in China. The public notice states that if an offshore company controlled by
      PRC
      residents intends to acquire a PRC company, such acquisition will be subject
      to
      strict examination by the relevant foreign exchange authorities. The public
      notice also states that the approval of the relevant foreign exchange
      authorities is required for any sale or transfer by the PRC residents of a
      PRC
      company’s assets or equity interests to foreign entities for equity interests or
      assets of the foreign entities.




12





In
      April
      2005, SAFE issued another public notice further explaining the January notice.
      In accordance with the April notice, if an acquisition of a PRC company by
      an
      offshore company controlled by PRC residents has been confirmed by a Foreign
      Investment Enterprise Certificate prior to the promulgation of the January
      notice, the PRC residents must each submit a registration form to the local
      SAFE
      branch with respect to their respective ownership interests in the offshore
      company, and must also file an amendment to such registration if the offshore
      company experiences material events, such as changes in the share capital,
      share
      transfer, mergers and acquisitions, spin-off transaction or use of assets in
      China to guarantee offshore obligations. The April notice also provides that
      failure to comply with the registration procedures set forth therein may result
      in restrictions on our PRC resident shareholders and subsidiaries. Pending
      the
      promulgation of detailed implementation rules, the relevant government
      authorities are reluctant to commence processing any registration or application
      for approval required under the SAFE notices.





In
      addition, on August 8, 2006, the Ministry of Commerce (“MOFCOM”), joined by the
      State-Owned Assets Supervision and Administration Commission of the State
      Council, State Administration of Taxation, State Administration for Industry
      and
      Commerce, China Securities Regulatory Commission and SAFE, amended and released
      the Provisions for Foreign Investors to Merge and Acquire Domestic Enterprises,
      new foreign-investment rules which took effect September 8, 2006, superseding
      much, but not all, of the guidance in the prior SAFE circulars. These new rules
      significantly revise China’s regulatory framework governing onshore-offshore
      restructurings and how foreign investors can acquire domestic enterprises.
      These
      new rules signify greater PRC government attention to cross-border merger,
      acquisition and other investment activities, by confirming MOFCOM as a key
      regulator for issues related to mergers and acquisitions in China and requiring
      MOFCOM approval of a broad range of merger, acquisition and investment
      transactions. Further, the new rules establish reporting requirements for
      acquisition of control by foreigners of companies in key industries, and
      reinforce the ability of the Chinese government to monitor and prohibit foreign
      control transactions in key industries.





These
      new
      rules may significantly affect the means by which offshore-onshore
      restructurings are undertaken in China in connection with offshore private
      equity and venture capital financings, mergers and acquisitions. It is expected
      that such transactional activity in China in the near future will require
      significant case-by-case guidance from MOFCOM and other government authorities
      as appropriate. It is anticipated that application of the new rules will be
      subject to significant administrative interpretation, and we will need to
      closely monitor how MOFCOM and other ministries apply the rules to ensure its
      domestic and offshore activities continue to comply with PRC law. Given the
      uncertainties regarding interpretation and application of the new rules, we
      may
      need to expend significant time and resources to maintain
      compliance.





It
      is
      uncertain how our business operations or future strategy will be affected by
      the
      interpretations and implementation of the SAFE notices and new rules. Our
      business operations or future strategy could be adversely affected by the SAFE
      notices and the new rules. For example, we may be subject to more stringent
      review and approval process with respect to our foreign exchange activities.





**Failure
      to comply with the United States Foreign Corrupt Practices Act could subject
      us
      to penalties and other adverse consequences.**





We
      are
      subject to the United States Foreign Corrupt Practices Act, which generally
      prohibits United States companies from engaging in bribery or other prohibited
      payments to foreign officials for the purpose of obtaining or retaining
      business. In addition, we are required to maintain records that accurately
      and
      fairly represent our transactions and have an adequate system of internal
      accounting controls. Foreign companies, including some that may compete with
      us,
      are not subject to these prohibitions, and therefore may have a competitive
      advantage over us. Corruption, extortion, bribery, pay-offs, theft and other
      fraudulent practices occur from time-to-time in the PRC, and our executive
      officers and employees have not been subject to the United States Foreign
      Corrupt Practices Act prior to the completion of the Share Exchange. We can
      make
      no assurance that our employees or other agents will not engage in such conduct
      for which we might be held responsible. If our employees or other agents are
      found to have engaged in such practices, we could suffer severe penalties and
      other consequences that may have a material adverse effect on our business,
      financial condition and results of operations.




13





**Any
      recurrence of Severe Acute Respiratory Syndrome (SARS), Avian Flu, or another
      widespread public health problem, in the PRC could adversely affect our
      operations.**





A
      renewed
      outbreak of Severe Acute Respiratory Syndrome, Avian Flu or another widespread
      public health problem in China, where all of our manufacturing facilities are
      located and where all of our sales occur, could have a negative effect on our
      operations. Our business is dependent upon our ability to continue to
      manufacture our products. Such an outbreak could have an impact on our
      operations as a result of:





·
            quarantines
                or closures of some of our manufacturing facilities, which would
                severely
                disrupt our operations,




·
            the
                sickness or death of our key officers and employees,
                and




·
            a
                general slowdown in the Chinese
                economy.




Any
      of
      the foregoing events or other unforeseen consequences of public health problems
      could adversely affect our operations.





**A
      downturn in the economy of the PRC may slow our growth and
      profitability.**





The
      growth of the Chinese economy has been uneven across geographic regions and
      economic sectors. There can be no assurance that growth of the Chinese economy
      will be steady or that any downturn will not have a negative effect on our
      business, especially if it results in either a decreased use of our products
      or
      in pressure on us to lower our prices.





**Because
      our business is located in the PRC, we may have difficulty establishing adequate
      management, legal and financial controls, which we are required to do in order
      to comply with U.S. securities law. .**





PRC
      companies have historically not adopted a Western style of management and
      financial reporting concepts and practices, which includes strong corporate
      governance, internal controls and, computer, financial and other control
      systems. Most of our middle and top management staff are not educated and
      trained in the Western system. In addition, we may need to rely on a new and
      developing communication infrastructure to efficiently transfer our information
      from retail nodes to the headquarter. In addition, we may have difficulty in
      hiring and retaining a sufficient number of qualified employees to work in
      the
      PRC. As a result of these factors, we may experience difficulty in establishing
      management, legal and financial controls, collecting financial data and
      preparing financial statements, books of account and corporate records and
      instituting business practices that meet Western standards. Therefore, we may,
      in turn, experience difficulties in implementing and maintaining adequate
      internal controls as required under Section 404 of the Sarbanes-Oxley Act of
      2002. This may result in significant deficiencies or material weaknesses in
      our
      internal controls which could impact the reliability of our financial statements
      and prevent us from complying with SEC rules and regulations and the
      requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies,
      weaknesses or lack of compliance could have a materially adverse effect on
      our
      business.





**You
      may experience difficulties in effecting service of legal process, enforcing
      foreign judgments or bringing original actions in China based upon U.S. laws,
      including the federal securities laws or other foreign laws against us or our
      management.**





Most
      of
      our current operations are conducted in Hong Kong and China. Moreover all of
      our
      directors and officers are nationals and residents of Hong Kong and China.
      All
      or substantially all of the assets of these persons are located outside the
      United States and in the PRC. As a result, it may not be possible to effect
      service of process within the United States or elsewhere outside China upon
      these persons. In addition, uncertainty exists as to whether the courts of
      China
      would recognize or enforce judgments of U.S. courts obtained against us or
      our
      officers and/or directors predicated upon the civil liability provisions of
      the
      securities law of the United States or any state thereof, or be competent to
      hear original actions brought in China against us or such persons predicated
      upon the securities laws of the United States or any state thereof.




14





**RISKS
      RELATED TO OUR CAPITAL STRUCTURE**





**There
      is no current trading market for** **our** **common stock, and there is no assurance of an established public trading market,
      which would adversely affect the ability of** **our** **investors to sell their securities in the public market.**




Our
      common stock is not currently listed or quoted for trading on any national
      securities exchange or national quotation system. We intend to apply for the
      listing of our common stock on the American Stock Exchange in the future. There
      is no guarantee that the American Stock Exchange, or any other exchange or
      quotation system, will permit our shares to be listed and traded. If we fail
      to
      obtain a listing on the American Stock Exchange, we may seek quotation on the
      OTC Bulletin Board. The NASD has enacted changes that limit quotations on the
      OTC Bulletin Board to securities of issuers that are current in their reports
      filed with the Securities and Exchange Commission. The effect on the OTC
      Bulletin Board of these rule changes and other proposed changes cannot be
      determined at this time. The OTC Bulletin Board is an inter-dealer,
      over-the-counter market that provides significantly less liquidity than the
      NASDAQ Global Market (the “NASDAQ Global Market”). Quotes for stocks included on
      the OTC Bulletin Board are not listed in the financial sections of newspapers
      as
      are those for the NASDAQ Global Market. Therefore, prices for securities traded
      solely on the OTC Bulletin Board may be difficult to obtain and holders of
      common stock may be unable to resell their securities at or near their original
      offering price or at any price.





**Shares
      eligible for future sale may adversely affect the market price of our common
      stock, as the future sale of a substantial amount of outstanding stock in the
      public marketplace could reduce the price of our common
      stock.**




Pursuant
      to the terms of the Share Exchange, we agreed to file a registration statement
      with the Securities and Exchange Commission to register the 2,250,348 shares
      of
      common stock underlying shares of our Series A Convertible Preferred Stock
      issued in an equity financing. The registration statement must be filed with
      30
      days of the closing of the Share Exchange. We also agreed to register all of
      the
      3,702,209 shares of common stock held by our shareholders immediately prior
      to
      the Share Exchange. Of these shares, 1,703,017 shares would be covered by the
      registration statement filed in connection with the Private Placement, and
      1,999,192 shares, which are beneficially owned by affiliates of the placement
      agent would be included in a subsequent registration statement filed by us
      within 10 days after the end of the six-month period that immediately follows
      the date on which we file the registration statement to register the shares
      issued in the Private Placement. Of the 1,999,192 shares to be registered,
      1,528,933 shares are subject to a lock up arrangement such that the shares
      may
      not be sold until nine months after our common stock begins to be traded on
      either the New York Stock Exchange, American Stock Exchange, NASDAQ Global
      Market, NASDAQ Capital Market, the OTC Bulletin Board or the Pink Sheets. All
      of
      the shares included in an effective registration statement as described above
      may be freely sold and transferred except if subject to a lock up agreement.




Additionally,
      following the Share Exchange, the former sole stockholder of Times Manufacture
      who received 19,454,420 shares of our comment stock in the Share Exchange may
      be
      eligible to sell all or some of our shares of common stock by means of ordinary
      brokerage transactions in the open market pursuant to Rule 144, promulgated
      under the Securities Act (“Rule 144”), subject to certain limitations. In
      general, pursuant to Rule 144, a stockholder (or stockholders whose shares
      are
      aggregated) who has satisfied a one-year holding period may, under certain
      circumstances, sell within any three-month period a number of securities which
      does not exceed the greater of 1% of the then outstanding shares of common
      stock
      or the average weekly trading volume of the class during the four calendar
      weeks
      prior to such sale. As of the closing of the Share Exchange, 1% of our issued
      and outstanding shares of common stock was approximately 231,566 shares. Rule
      144 also permits, under certain circumstances, the sale of securities, without
      any limitations, by a non-affiliate that has satisfied a two-year holding
      period. Any substantial sale of common stock pursuant to any resale prospectus
      or Rule 144 may have an adverse effect on the market price of our common stock
      by creating an excessive supply.




15




**Following
      the Share Exchange, the former sole stockholder of Times Manufacture has
      significant influence over us.**




Our largest
      shareholder, Kwong Kai Shun, who is also our Chairman of the Board, Chief
      Executive Officer and Chief Financial Officer, beneficially owns or controls
      approximately 84.0% of our outstanding shares as of the close of the Share Exchange. As a result of his
      holding, this shareholder has a controlling influence in determining the outcome
      of any corporate transaction or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of
      all
      or substantially all of our assets, election of directors, and other significant
      corporate actions. This shareholder also has the power to prevent or cause
      a
      change in control. In addition, without the consent of this shareholder, we
      could be prevented from entering into transactions that could be beneficial
      to
      us. The interests of this shareholder may differ from the interests of our shareholders.




**The
      ability of our operating subsidiaries to pay dividends may be restricted due
      to
      foreign exchange control regulations of China.**





The
      ability of our operating subsidiaries to pay dividends may be restricted due
      to
      the foreign exchange control policies and availability of cash balance of our
      operating subsidiaries. We expect in the future that a substantial portion
      of
      our revenue being earned and currency received may be denominated in Renminbi
      (RMB). RMB is subject to the exchange control regulation in China, and, as
      a
      result, we may unable to distribute any dividends outside of China due to PRC
      exchange control regulations that restrict our ability to convert RMB into
      US
      Dollars.





**We** **may not be able to achieve the benefits** **we** **expect
      to result from the Share Exchange.**




On
      December 15, 2006, we entered into the Exchange Agreement with the sole
      shareholder of Times Manufacture, pursuant to which we agreed to acquire 100%
      of
      the issued and outstanding securities of Times Manufacture in exchange for
      shares of our common stock. On January 23, 2007, the Share Exchange closed,
      Times Manufacture became our 100%-owned subsidiary and our sole business
      operations became that of Times Manufacture. Also, the management and directors
      of Times Manufacture became the management and directors of us and we changed
      our corporate name from SRKP 9, Inc. to Asia Time Corporation.





We
      may
      not realize the benefits that we hoped to receive as a result of the Share
      Exchange, which includes:





·
            access
                to the capital markets of the United
                States;




·
            the
                increased market liquidity expected to result from exchanging stock
                in a
                private company for securities of a public company that may eventually
                be
                traded;




·
            the
                ability to use registered securities to make acquisition of assets
                or
                businesses;




·
            increased
                visibility in the financial
                community;




·
            enhanced
                access to the capital markets;




·
            improved
                transparency of operations; and




·
            perceived
                credibility and enhanced corporate image of being a publicly traded
                company.




There
      can
      be no assurance that any of the anticipated benefits of the Share Exchange
      will
      be realized in respect to our new business operations. In addition, the
      attention and effort devoted to achieving the benefits of the Share Exchange
      and
      attending to the obligations of being a public company, such as reporting
      requirements and securities regulations, could significantly divert management’s
      attention from other important issues, which could materially and adversely
      affect our operating results or stock price in the future.




16





**If
      we fail to maintain effective internal controls over financial reporting, the
      price of our common stock may be adversely affected.**





Our
      internal control over financial reporting may have weaknesses and conditions
      that need to be addressed, the disclosure of which may have an adverse impact
      on
      the price of our common stock. We are required to establish and maintain
      appropriate internal controls over financial reporting. Failure to establish
      those controls, or any failure of those controls once established, could
      adversely impact our public disclosures regarding our business, financial
      condition or results of operations. Our failure of these controls could also
      prevent us from maintaining accurate accounting records and discovering
      accounting errors and financial frauds. In addition, management’s assessment of
      internal controls over financial reporting may identify weaknesses and
      conditions that need to be addressed in our internal controls over financial
      reporting or other matters that may raise concerns for investors. Any actual
      or
      perceived weaknesses and conditions that need to be addressed in our internal
      control over financial reporting, disclosure of management’s assessment of our
      internal controls over financial reporting or disclosure of our public
      accounting firm’s attestation to or report on management’s assessment of our
      internal controls over financial reporting may have an adverse impact on the
      price of our common stock.





**Standards
      for compliance with Section 404 of the Sarbanes-Oxley Act Of 2002 are uncertain,
      and if we fail to comply in a timely manner, our business could be harmed and
      our stock price could decline.**




Rules
      adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
      require annual assessment of our internal control over financial reporting,
      and
      attestation of this assessment by our company’s independent registered public
      accountants. The SEC extended the compliance dates for non-accelerated filers,
      as defined by the SEC. Accordingly, we believe that the annual assessment of
      our
      internal controls requirement will first apply to our annual report for the
      2007
      fiscal year and the attestation requirement of management’s assessment by our
      independent registered public accountants will first apply to our annual report
      for the 2008 fiscal year. The standards that must be met for management to
      assess the internal control over financial reporting as effective are new and
      complex, and require significant documentation, testing and possible remediation
      to meet the detailed standards. We may encounter problems or delays in
      completing activities necessary to make an assessment of our internal control
      over financial reporting. In addition, the attestation process by our
      independent registered public accountants is new and we may encounter problems
      or delays in completing the implementation of any requested improvements and
      receiving an attestation of our assessment by our independent registered public
      accountants. If we cannot assess our internal control over financial reporting
      as effective, or our independent registered public accountants are unable to
      provide an unqualified attestation report on such assessment, investor
      confidence and share value may be negatively impacted.




**Our** **common
      stock may be considered a “penny stock,” and thereby be subject to additional
      sale and trading regulations that may make it more difficult to
      sell.**




Our
      common stock, which is not currently listed or quoted for trading, may be
      considered to be a “penny stock” if it does not qualify for one of the
      exemptions from the definition of “penny stock” under Section 3a51-1 of the
      Securities Exchange Act for 1934, as amended (the “Exchange Act”) once, and if,
      it starts trading. Our common stock may be a “penny stock” if it meets one or
      more of the following conditions (i) the stock trades at a price less than
      $5.00
      per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it
      is NOT quoted on the Nasdaq Capital Market, or even if so, has a price less
      than
      $5.00 per share; or (iv) is issued by a company that has been in business less
      than three years with net tangible assets less than $5 million.




The
      principal result or effect of being designated a “penny stock” is that
      securities broker-dealers participating in sales of our common stock will be
      subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9
      promulgated under the Exchange Act. For example, Rule 15g-2 requires
      broker-dealers dealing in penny stocks to provide potential investors with
      a
      document disclosing the risks of penny stocks and to obtain a manually signed
      and dated written receipt of the document at least two business days before
      effecting any transaction in a penny stock for the investor’s account. Moreover,
      Rule 15g-9 requires broker-dealers in penny stocks to approve the account of
      any
      investor for transactions in such stocks before selling any penny stock to
      that
      investor. This procedure requires the broker-dealer to (i) obtain from the
      investor information concerning his or her financial situation, investment
      experience and investment objectives; (ii) reasonably determine, based on that
      information, that transactions in penny stocks are suitable for the investor
      and
      that the investor has sufficient knowledge and experience as to be reasonably
      capable of evaluating the risks of penny stock transactions; (iii) provide
      the
      investor with a written statement setting forth the basis on which the
      broker-dealer made the determination in (ii) above; and (iv) receive a signed
      and dated copy of such statement from the investor, confirming that it
      accurately reflects the investor’s financial situation, investment experience
      and investment objectives. Compliance with these requirements may make it more
      difficult and time consuming for holders of our common stock to resell their
      shares to third parties or to otherwise dispose of them in the market or
      otherwise.




17





**We** **do not foresee paying cash dividends in the foreseeable future, and as a result,
      our investors sole source of gain, if any, will depend on capital appreciation,
      if any.**




We
      do not
      currently plan to declare or pay any cash dividends on our shares of common
      stock in the foreseeable future and we currently intend to retain any future
      earnings for funding growth. As a result, you should not rely on an investment
      in our securities if you require dividend income. Capital appreciation, if
      any,
      of our shares may be your sole source of gain for the foreseeable future.
      Moreover, you may not be able to resell your shares in our company at or above
      the price you paid for them. We paid cash dividends of $2.4 million, $642,848,
      and $Nil during the years ended December 31, 2006, 2005, and 2004 respectively.


18


**Item
      1B.  Unresolved Staff Comments**





Not
      applicable.





**Item
      2. Properties**





In
      addition to our executive offices located at Room 1601-1604, 16/F., CRE Centre
      889 Cheung Sha Wan Road, Kowloon, Hong Kong, we have offices at the following
      locations:





Unit
      B,
      17/F, Tower 2,


Maritime
      Bay,


No.
      18
      Pui Shing Road,


Tseung
      Kwan O, Sai Kung,


NT





Car
      Park
      No. 77 on the Basement,


Maritime
      Bay





Flat
      F,
      8/F Hoi Tsui Mansion,


Tower
      16
      Rivera Gardens,


Nos.
      2-12
      Yi Lok Street,


Tsuen
      Wan,


NT





Car
      Park
      No. 46, 2/F Podium of


Podium
      D
      of Riviera Gardens





Flat
      G,
      59/F,


Tower
      6
      Banyan Garden,


No.
      863
      Lai Chi Kok Road


Kowloon





Car
      Park
      No. 270


2/F
      of
      Banyan Garden





Each
      of
      the above properties is owned by our subsidiary Billion Win International
      Enterprise Ltd.





**Item
      3. Legal Proceedings**





We
      are
      not a party to any material legal proceedings.





**Item
      4. Submission of Matters to a Vote of Security Holders**





No
      matters were submitted to the security holders to be voted on during the fourth
      quarter of 2006.


19


**PART
      II.**





**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities**





There
      has
      never been a public trading market for our common stock and our shares of common
      stock are not currently listed or quoted for trading on any national securities
      exchange or national quotation system. We are applying for the listing of our
      common stock on the American Stock Exchange. As of April 1, 2007 ,
      we had
      35 registered shareholders.




If
      and
      when our common stock is listed or quoted for trading, the price of our common
      stock will likely fluctuate in the future. The stock market in general has
      experienced extreme stock price fluctuations in the past few years. In some
      cases, these fluctuations have been unrelated to the operating performance
      of
      the affected companies. Many companies have experienced dramatic volatility
      in
      the market prices of their common stock. We believe that a number of factors,
      both within and outside its control, could cause the price of our common stock
      to fluctuate, perhaps substantially. Factors such as the following could have
      a
      significant adverse impact on the market price of our common stock:





·
            Our
                ability to obtain additional financing and, if available, the terms
                and
                conditions of the financing;




·
            Our
                financial position and results of
                operations;




·
            Concern
                as to, or other evidence of, the reliability and efficiency of our
                products and services or our competitors’ products and
                services;




·
            Announcements
                of innovations or new products or services by us or our
                competitors;




·
            U.S.
                federal and state governmental regulatory actions and the impact
                of such
                requirements on our business;




·
            The
                development of litigation against
                us;




·
            Period-to-period
                fluctuations in our operating
                results;




·
            Changes
                in estimates of our performance by any securities
                analysts;




·
            The
                issuance of new equity securities pursuant to a future offering or
                acquisition;




·
            Changes
                in interest rates;




·
            Competitive
                developments, including announcements by competitors of new products
                or
                services or significant contracts, acquisitions, strategic partnerships,
                joint ventures or capital
                commitments;




·
            Investor
                perceptions of us; and




·
            General
                economic and other national
                conditions.




**Dividend
      Policy**




We
      do not
      expect to declare or pay any cash dividends on our common stock in the
      foreseeable future, and we currently intend to retain future earnings, if any,
      to finance the expansion of our business. The decision whether to pay cash
      dividends on our common stock will be made by our board of directors, in their
      discretion, and will depend on our financial condition, operating results,
      capital requirements and other factors that the board of directors considers
      significant. We paid cash dividends of $2.4 million, $642,848, and $Nil during
      the years ended December 31, 2006, 2005, and 2004 respectively.




20





**Recent
      sales of unregistered securities**





On
      January 23, 2007, pursuant to the terms of the Exchange Agreement entered into
      by and between us, Times Manufacture & E-Commerce Corporation Limited
      (“Times Manufacture”) and the sole shareholder of Times Manufacture, we issued
      19,454,420 shares of common stock to Kwong Kai Shun, the sole shareholder of
      Times Manufacture, in exchange for all of the issued and outstanding securities
      of Times Manufacture. The securities were offered and issued to the sole
      shareholder of Times Manufacture in reliance upon an exemption from registration
      pursuant to Section 4(2) under the Securities Act of 1933, as amended, and
      Rule
      506 promulgated thereunder. Kwong Kai Shun was the principal executive officer
      of Times Manufacture before the Share Exchange and became our principal
      executive officer after the Share Exchange. The sole shareholder of Times
      Manufacture qualified as an accredited investor (as defined by Rule 501 under
      the Securities Act of 1933, as amended).





On
      January 23, 2007, concurrently with the close of the Share Exchange, we
      conducted an initial closing of a private placement transaction pursuant to
      which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred
      Stock at $1.29 per share. On February 9, 2007, we conducted a second and final
      closing of the private placement pursuant to which we sold 501,320 shares of
      Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total
      of
      2,250,348 shares of Series A Convertible Preferred Stock were sold in the
      private placement for an aggregate of $2,902,946 (the “Private Placement”). Of
      the gross proceeds, $50,000 is represented by a subscription receivable from one
      investor. Each share of the Series A Convertible Preferred Stock is
      convertible into shares of common stock at a conversion price equal to the
      purchase price of such shares. However, if we, at any time prior to the first
      trading day on which our common stock is quoted on the American Stock Exchange,
      the Nasdaq Capital Market, the Nasdaq Global Market or the New York Stock
      Exchange (each a “Trading Market”) sell or issue any shares of common stock in
      one or a series of transactions at an effective price less than such conversion
      price where the aggregate gross proceeds to us are at least $1.0 million,
      then the aforementioned conversion price shall be reduced to such effective
      price. Each share of Series A Convertible Preferred Stock shall
      automatically convert into shares of common stock if (i) the closing price
      of our common stock on the Trading Market for any 10 consecutive trading day
      period exceeds $3.00 per share, (ii) the shares of common stock underlying
      the Series A Convertible Preferred Stock are subject to an effective
      registration statement, and (iii) the daily trading volume of the common
      stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior
      trading days. Upon liquidation, the holders of the Series A Convertible
      Preferred Stock shall receive $1.29 per share of Series A Convertible
      Preferred Stock then held prior to any other distribution or payment made to
      holders of the common stock. The securities were offered and sold to investors
      in reliance upon exemptions from registration pursuant to Section 4(2) under
      the
      Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each
      of
      the persons and/or entities receiving our securities qualified as an accredited
      investor (as defined by Rule 501 under the Securities Act of 1933, as
      amended).




On
      January 3, 2006, we issued 3,702,209 shares of Common Stock to seven accredited
      investors (two of whom were officers and directors of our company at the time),
      for aggregate cash consideration of $2,167. We sold these shares of Common
      Stock
      under the exemption from registration provided by Section 4(2) of the Securities
      Act. Neither us nor any person acting on our behalf offered or sold the
      securities by means of any form of general solicitation or general advertising.
      No services were performed by any purchaser as consideration for the shares
      issued. All purchasers represented in writing that they acquired the securities
      for their own accounts. A legend was placed on the stock certificates stating
      that the securities have not been registered under the Securities Act and cannot
      be sold or otherwise transferred without an effective registration or an
      exemption therefrom, but may not be sold pursuant to the exemptions provided
      by
      Section 4(1) of the Securities Act or Rule 144 under the Securities Act, in
      accordance with the letter from Richard K. Wulff, Chief of the Office of Small
      Business Policy of the Securities and Exchange Commission’s Division of
      Corporation Finance, to Ken Worm of NASD Regulation, Inc., dated January 21,
      2000.





**Transfer
      Agent**





The
      transfer agent and registrar for our common stock is U.S. Stock Transfer
      Corporation.





**Equity
      Compensation Plan Information**





As
      of
      December 31, 2006, we did not have an equity compensation plan.




21





**Additional
      Information**





Copies
      of
      our annual reports, quarterly reports, current reports, and any amendments
      to
      those reports, are available free of charge on the Internet at www.sec.gov.
      All
      statements made in any of our filings, including all forward-looking statements,
      are made as of the date of the document in which the statement is included,
      and
      we do not assume or undertake any obligation to update any of those statements
      or documents unless we are required to do so by law.




22


**Item
      6. Selected Financial Data**





The
      following selected consolidated statement of operations data for each of the
      years in the five-year period ended December 31, 2006 and the consolidated
      balance sheet data as of year-end for each of the years in the five-year period
      ended December 31, 2006 were derived from the audited consolidated financial
      statements except for the data as of and for the year ending December 31, 2002.
      Such selected financial data should be read in conjunction with the consolidated
      financial statements and the notes to the consolidated financial statements
      starting on page F-1 and with Item 7. “Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.”


**Consolidated
                  Statement of Operations**
              
              **Years
                  Ended December 31,****2006**
              
              **2005**
              
              **2004**
              
              **2003**
              
              **2002**(unaudited)***(in
                  thousands)***Net
                  sales
              
              $
              81,134
              
              $
              63,078
              
              $
              36,553
              
              $
              33,215
              
              $
              43,893Cost
                  of sales
              
              
              (71,934
              )
              
              (56,813
              )
              
              (34,585
              )
              
              (31,919
              )
              
              (43,036
              )Gross
                  profit
              
              $
              9,741
              
              $
              6,265
              
              $
              1,968
              
              $
              1,297
              
              $
              857Administrative
                  and other operating expenses
              
              
              (1,292
              )
              
              (1,436
              )
              
              (1,471
              )
              
              (852
              )
              
              (717
              )Income
                  from operations
              
              $
              8,123
              
              $
              4,570
              
              $
              497
              
              $
              445
              
              $
              140Interest
                  expenses
              
              
              (1,061
              )
              
              (515
              )
              
              (165
              )
              
              (115
              )
              
              (69
              )Other
                  income
              
              
              662
              
              
              1,095
              
              
              28
              
              
              20
              
              
              74Income
                  before taxes
              
              $
              7,724
              
              $
              5,150
              
              $
              361
              
              $
              349
              
              $
              145Income
                  taxes
              
              
              (1,326
              )
              
              (949
              )
              
              (136
              )
              
              (61
              )
              
              (24
              )Net
                  income
              
              $
              6,398
              
              $
              4,201
              
              $
              225
              
              $
              288
              
              $
              121




**As
                of December 31,****Consolidated
                Balance Sheets**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003**
            
            **2002**(unaudited)Current
                Assets
            
            $
            21,803
            
            $
            16,920
            
            $
            12,542
            
            $
            4,871
            
            $
            3,838Total
                Assets
            
            
            24,499
            
            
            18,804
            
            
            13,976
            
            
            4,911
            
            
            3,947Current
                Liabilities
            
            
            15,652
            
            
            13,937
            
            
            12,682
            
            
            3,853
            
            
            3,171Total
                Liabilities
            
            
            15,684
            
            
            13,937
            
            
            12,682
            
            
            3,853
            
            
            3,178Total
                Stockholders' Equity
            
            
            8,815
            
            
            4,867
            
            
            1,294
            
            
            1,058
            
            
            769




23


**PRO
      FORMA FINANCIAL STATEMENTS**





**Unaudited
      Condensed Pro Forma Combined Financial Information**





The
      accompanying unaudited condensed pro forma combined financial information
      consists of the combined balance sheets as of December 31, 2006, 2005 and 2004
      of Asia Time Corporation, formerly SRKP 9, Inc., a Delaware corporation (the
      “Company”) and Times Manufacture & E-Commerce Corporation Limited, a British
      Virgin Islands corporation (“Times Manufacture”) and their combined statements
      of operations for the years ended December 31, 2006, 2005, and 2004, as though
      the transactions therein described had occurred on the balance sheet date and
      at
      the commencement of the periods presented. The objective of this pro forma
      is to
      show what the significant effects on historical financial information might
      have
      been had the herein described transaction occurred at an earlier
      date.





On
      December 15, 2006, the Company entered into a share exchange agreement with
      the
      sole shareholder of Times Manufacture. Pursuant to the share exchange agreement
      (the "Exchange Agreement") the Company agreed to issue shares of its common
      stock in exchange for all of the issued and outstanding securities of Times
      Manufacture (the "Share Exchange"). The Share Exchange closed on January 23,
      2007. Upon the closing of the Share Exchange and pursuant to the terms of the
      Exchange Agreement, we issued an aggregate of 19,454,420 shares of our common
      stock to the sole shareholder of Times Manufacture in exchange for all of the
      issued and outstanding securities of Times Manufacture. Times Manufacture also
      paid an aggregate of $350,000 to the stockholders of SRKP 9, Inc. In addition,
      prior to the closing of the Share Exchange, we effectuated a 1.371188519-for-one
      stock dividend such that there were 3,702,209 shares of common stock outstanding
      immediately prior to the Share Exchange. We issued no fractional shares in
      connection with the Share Exchange. The condensed pro forma combined financial
      information presents historical financial statements, pro forma adjustments
      and
      the pro forma results.


24






**Asia
                Time Corporation****Pro
                Forma Combined Balance Sheets (Unaudited)****December
                31, 2006**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            
            3,193
            
            
            316,621
            
            
            2,063,771
            (2)
            
            2,383,585Restricted
                cash
            
            
            -
            
            
            4,523,679
            
            
            
            
            
            4,523,679Accounts
                receivable
            
            
            -
            
            
            8,188,985
            
            
            
            
            
            8,188,985Prepaid
                expenses and otherreceivables
            
            
            25,000
            
            
            2,101,133
            
            
            (139,083
            )(3)
            
            1,987,050Advance
                from a related party
            
            
            -
            
            
            -
            
            
            
            
            
            -Tax
                prepayment
            
            
            -
            
            
            767
            
            
            
            
            
            767Inventories
            
            
            -
            
            
            6,620,361
            
            
            
            
            
            6,620,361Prepaid
                lease payments
            
            
            -
            
            
            22,958
            
            
            
            
            
            22,958Total
                Current Assets
            
            
            28,193
            
            
            21,774,504
            
            
            
            
            
            23,727,385Deferred
                tax assets
            
            
            -
            
            
            14,042
            
            
            
            
            
            14,042Plant
                and equipment, net
            
            
            -
            
            
            890,258
            
            
            
            
            
            890,258Leasehold
                lands
            
            
            -
            
            
            895,322
            
            
            
            
            
            895,322Held-to-maturity
                investments
            
            
            -
            
            
            301,196
            
            
            
            
            
            301,196Intangible
                assets
            
            
            -
            
            
            337,836
            
            
            
            
            
            337,836Restricted
                cash
            
            
            -
            
            
            257,301
            
            
            
            
            
            257,301**TOTAL
                ASSETS**
            
            
            28,193
            
            
            24,470,459
            
            
            
            
            
            26,423,340**LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES**Current
                Liabilities:Accounts
                payable
            
            
            -
            
            
            770,360
            
            
            
            
            
            770,360Other
                payables and accrued liabilities
            
            
            -
            
            
            190,358
            
            
            
            
            
            190,358Advance
                from related parties
            
            
            33,000
            
            
            -
            
            
            
            
            
            33,000Income
                tax payable
            
            
            -
            
            
            1,453,051
            
            
            
            
            
            1,453,051Unearned
                income
            
            
            -
            
            
            -
            
            
            
            
            
            -Bank
                borrowings
            
            
            -
            
            
            13,205,167
            
            
            
            
            
            13,205,167Total
                Current Liabilities
            
            
            33,000
            
            
            15,618,936
            
            
            
            
            
            15,651,936Deferred
                tax liabilities
            
            
            -
            
            
            31,711
            
            
            
            
            
            31,711**TOTAL
                LIABILITIES**
            
            
            33,000
            
            
            15,650,647
            
            
            
            
            
            15,683,647**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY**Preferred
                stock
            
            
            -
            
            
            -
            
            
            225
            (2)
            
            225Common
                stock
            
            
            270
            
            
            20,002
            
            
            100
            (4)
            
            2,316(18,056
            )(1)Additional
                paid-in capital
            
            
            1,897
            
            
            636,242
            
            
            (100
            )(4)
            
            2,580,55818,056
            (1)2,063,546
            (2)(139,083
            )(3)Accumulated
                other comprehensive income
            
            
            -
            
            
            7,470
            
            
            
            
            
            7,470Retained
                earnings
            
            
            (6,974
            )
            
            8,156,098
            
            
            
            
            
            8,149,124**TOTAL
                STOCKHOLDERS' EQUITY**
            
            
            (4,807
            )
            
            8,819,812
            
            
            
            
            
            10,739,693**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            
            28,193
            
            
            24,470,459
            
            
            
            
            
            26,423,340




25





**Asia
                Time Corporation**
              **Pro
                Forma Combined Balance Sheets (Unaudited)**
              **December
                31, 2005**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            
            -
            
            
            780,090
            
            
            2,063,771
            (2)
            
            2,843,861Restricted
                cash
            
            
            -
            
            
            4,306,474
            
            
            
            
            
            4,306,474Accounts
                receivable
            
            
            -
            
            
            4,829,586
            
            
            
            
            
            4,829,586Prepaid
                expenses and other receivables
            
            
            -
            
            
            394,236
            
            
            
            
            
            394,236Advance
                from a related party
            
            
            -
            
            
            -
            
            
            
            
            
            -Tax
                prepayment
            
            
            -
            
            
            16,367
            
            
            
            
            
            16,367Inventories
            
            
            -
            
            
            6,584,792
            
            
            
            
            
            6,584,792Prepaid
                lease payments
            
            
            -
            
            
            7,993
            
            
            
            
            
            7,993Total
                Current Assets
            
            
            -
            
            
            16,919,538
            
            
            
            
            
            18,983,309Deferred
                tax assets
            
            
            -
            
            
            -
            
            
            
            
            
            -Plant
                and equipment, net
            
            
            -
            
            
            682,901
            
            
            
            
            
            682,901Leasehold
                lands
            
            
            -
            
            
            315,939
            
            
            
            
            
            315,939Held-to-maturity
                investments
            
            
            -
            
            
            301,954
            
            
            
            
            
            301,954Intangible
                assets
            
            
            -
            
            
            584,149
            
            
            
            
            
            584,149Restricted
                cash
            
            
            -
            
            
            -
            
            
            
            
            
            -**TOTAL
                ASSETS**
            
            
            -
            
            
            18,804,481
            
            
            
            
            
            20,868,252**LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES**Current
                Liabilities:Accounts
                payable
            
            
            -
            
            
            1,236,418
            
            
            
            
            
            1,236,418Other
                payables and accrued liabilities
            
            
            -
            
            
            145,249
            
            
            
            
            
            145,249Advance
                from related parties
            
            
            -
            
            
            28,854
            
            
            
            
            
            28,854Income
                tax payable
            
            
            -
            
            
            864,205
            
            
            
            
            
            864,205Unearned
                income
            
            
            -
            
            
            1,598,314
            
            
            
            
            
            1,598,314Bank
                borrowings
            
            
            -
            
            
            10,064,129
            
            
            
            
            
            10,064,129Total
                Current Liabilities
            
            
            -
            
            
            13,937,169
            
            
            
            
            
            13,937,169Deferred
                tax liabilities
            
            
            -
            
            
            -
            
            
            
            
            
            -**TOTAL
                LIABILITIES**
            
            
            -
            
            
            13,937,169
            
            
            
            
            
            13,937,169**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY**Preferred
                stock
            
            
            -
            
            
            -
            
            
            225
            (2)
            
            225Common
                stock
            
            
            -
            
            
            20,002
            
            
            (18,056
            )(1)
            
            1,946Additional
                paid-in capital
            
            
            -
            
            
            636,242
            
            
            18,056
            (1)
            
            2,717,8442,063,546
            (2)Accumulated
                other comprehensive income
            
            
            -
            
            
            13,549
            
            
            
            
            
            13,549Retained
                earnings
            
            
            -
            
            
            4,197,519
            
            
            
            
            
            4,197,519**TOTAL
                STOCKHOLDERS' EQUITY**
            
            
            -
            
            
            4,867,312
            
            
            
            
            
            6,931,083**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            
            -
            
            
            18,804,481
            
            
            
            
            
            20,868,252




26





**Asia
                Time Corporation**
              **Pro
                Forma Combined Balance Sheets (Unaudited)**
              **December
                31, 2004**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            
            -
            
            
            911,487
            
            
            2,063,771
            (2)
            
            2,975,258Restricted
                cash
            
            
            -
            
            
            3,551,304
            
            
            
            
            
            3,551,304Accounts
                receivable
            
            
            -
            
            
            3,369,326
            
            
            
            
            
            3,369,326Prepaid
                expenses and other receivables
            
            
            -
            
            
            727,934
            
            
            
            
            
            727,934Advance
                from a related party
            
            
            -
            
            
            50,900
            
            
            
            
            
            50,900Tax
                prepayment
            
            
            -
            
            
            -
            
            
            
            
            
            -Inventories
            
            
            -
            
            
            3,931,124
            
            
            
            
            
            3,931,124Prepaid
                lease payments
            
            
            -
            
            
            -
            
            
            
            
            
            -Total
                Current Assets
            
            
            -
            
            
            12,542,075
            
            
            
            
            
            14,605,846Deferred
                tax assets
            
            
            -
            
            
            -
            
            
            
            
            
            -Plant
                and equipment, net
            
            
            -
            
            
            696,552
            
            
            
            
            
            696,552Leasehold
                lands
            
            
            -
            
            
            -
            
            
            
            
            
            -Held-to-maturity
                investments
            
            
            -
            
            
            -
            
            
            
            
            
            -Intangible
                assets
            
            
            -
            
            
            736,934
            
            
            
            
            
            736,934Restricted
                cash
            
            
            -
            
            
            -
            
            
            
            
            
            -**TOTAL
                ASSETS**
            
            
            -
            
            
            13,975,561
            
            
            
            
            
            16,039,332**LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES**Current
                Liabilities:Accounts
                payable
            
            
            -
            
            
            1,805,995
            
            
            
            
            
            1,805,995Other
                payables and accrued liabilities
            
            
            -
            
            
            41,798
            
            
            
            
            
            41,798Advance
                from related parties
            
            
            -
            
            
            140,196
            
            
            
            
            
            140,196Income
                tax payable
            
            
            -
            
            
            95,640
            
            
            
            
            
            95,640Unearned
                income
            
            
            -
            
            
            3,197,160
            
            
            
            
            
            3,197,160Bank
                borrowings
            
            
            -
            
            
            7,400,775
            
            
            
            
            
            7,400,775Total
                Current Liabilities
            
            
            -
            
            
            12,681,564
            
            
            
            
            
            12,681,564Deferred
                tax liabilities
            
            
            -
            
            
            -
            
            
            
            
            
            -**TOTAL
                LIABILITIES**
            
            
            -
            
            
            12,681,564
            
            
            
            
            
            12,681,564**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY**Preferred
                stock
            
            
            -
            
            
            -
            
            
            225
            (2)
            
            225Common
                stock
            
            
            -
            
            
            654,434
            
            
            (652,488
            )(1)
            
            1,946Additional
                paid-in capital
            
            
            -
            
            
            -
            
            
            652,488
            (1)
            
            2,716,0342,063,546
            (2)Accumulated
                other comprehensive income
            
            
            -
            
            
            412
            
            
            
            
            
            412Retained
                earnings
            
            
            -
            
            
            639,151
            
            
            
            
            
            639,151**TOTAL
                STOCKHOLDERS' EQUITY**
            
            
            -
            
            
            1,293,997
            
            
            
            
            
            3,357,768**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            
            -
            
            
            13,975,561
            
            
            
            
            
            16,039,332




27





**Asia
                Time Corporation**
              **Pro
                Forma Combined Income statement (Unaudited)**
              **December
                31, 2006**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$**Net
                sales
            
            
            -
            
            
            81,134,275
            
            
            
            
            
            81,134,275Cost
                of sales
            
            
            -
            
            
            (71,393,755
            )
            
            
            
            
            (71,393,755
            )Gross
                profit
            
            
            -
            
            
            9,740,520
            
            
            
            
            
            9,740,520Depreciation
            
            
            -
            
            
            (325,995
            )
            
            
            
            
            (325,995
            )Administrative
                and other operating expenses
            
            
            (6,974
            )
            
            (1,284,863
            )
            
            
            
            
            (1,291,837
            )Income
                from operations
            
            
            (6,974
            )
            
            8,129,662
            
            
            
            
            
            8,122,688Other
                income
            
            
            -
            
            
            661,587
            
            
            
            
            
            661,587Interest
                expenses
            
            
            -
            
            
            (1,060,536
            )
            
            
            
            
            (1,060,536
            )Income
                before taxes
            
            
            (6,974
            )
            
            7,730,713
            
            
            
            
            
            7,723,739Income
                taxes
            
            
            -
            
            
            (1,325,761
            )
            
            
            
            
            (1,325,761
            )Net
                income
            
            
            (6,974
            )
            
            6,404,952
            
            
            
            
            
            6,397,978Earnings
                per share of common stock-Basic
            
            
            
            
            
            0.329
            (5)
            
            
            
            
            0.276-Diluted
            
            
            
            
            
            0.295
            (5)
            
            
            
            
            0.252Weighted
                average number of common stock-Basic
            
            
            
            
            
            19,454,420
            (6)
            
            
            
            
            23,156,629-Diluted
            
            
            
            
            
            21,704,768
            (7)
            
            
            
            
            25,406,977




28





**Asia
                Time Corporation**
              **Pro
                Forma Combined Income statement (Unaudited)**
              **December
                31, 2005**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$**Net
                sales
            
            
            -
            
            
            63,078,409
            
            
            
            
            
            63,078,409Cost
                of sales
            
            
            -
            
            
            (56,813,199
            )
            
            
            
            
            (56,813,199
            )Gross
                profit
            
            
            -
            
            
            6,265,210
            
            
            
            
            
            6,265,210Depreciation
            
            
            -
            
            
            (259,127
            )
            
            
            
            
            (259,127
            )Administrative
                and other operating expenses
            
            
            -
            
            
            (1,436,069
            )
            
            
            
            
            (1,436,069
            )Income
                from operations
            
            
            -
            
            
            4,570,014
            
            
            
            
            
            4,570,014Other
                income
            
            
            -
            
            
            1,094,772
            
            
            
            
            
            1,094,772Interest
                expenses
            
            
            -
            
            
            (514,637
            )
            
            
            
            
            (514,637
            )Income
                before taxes
            
            
            -
            
            
            5,150,149
            
            
            
            
            
            5,150,149Income
                taxes
            
            
            -
            
            
            (948,933
            )
            
            
            
            
            (948,933
            )Net
                income
            
            
            -
            
            
            4,201,216
            
            
            
            
            
            4,201,216Earnings
                per share of common stock-Basic
            
            
            
            
            
            0.216
            (5)
            
            
            
            
            0.216-Diluted
            
            
            
            
            
            0.194
            (5)
            
            
            
            
            0.194Weighted
                average number of common stock-Basic
            
            
            
            
            
            19,454,420
            (6)
            
            
            
            
            19,454,420-Diluted
            
            
            
            
            
            21,704,768
            (7)
            
            
            
            
            21,704,768




29





**Asia
                Time Corporation**
              **Pro
                Forma Combined Income statement (Unaudited)**
              **December
                31, 2004**




**Historical**
            
            **Historical****Asia
                Time**
            
            **Times**
            
            **Pro
                Forma**
            
            **Pro
                Forma****Corporation**
            
            **Manufacture**
            
            **Adjustments**
            
            **Combined****$**
            ****
            **$**
            ****
            **$**
            ****
            **$**Net
                sales
            
            
            -
            
            
            36,553,084
            
            
            
            
            
            36,553,084Cost
                of sales
            
            
            -
            
            
            (34,584,844
            )
            
            
            
            
            (34,584,844
            )Gross
                profit
            
            
            -
            
            
            1,968,240
            
            
            
            
            
            1,968,240Depreciation
            
            
            -
            
            
            (126,225
            )
            
            
            
            
            (126,225
            )Administrative
                and other operating expenses
            
            
            -
            
            
            (1,344,786
            )
            
            
            
            
            (1,344,786
            )Income
                from operations
            
            
            -
            
            
            497,229
            
            
            
            
            
            497,229Other
                income
            
            
            -
            
            
            28,047
            
            
            
            
            
            28,047Interest
                expenses
            
            
            -
            
            
            (164,558
            )
            
            
            
            
            (164,558
            )Income
                before taxes
            
            
            -
            
            
            360,718
            
            
            
            
            
            360,718Income
                taxes
            
            
            -
            
            
            (136,117
            )
            
            
            
            
            (136,117
            )Net
                income
            
            
            -
            
            
            224,601
            
            
            
            
            
            224,601Earnings
                per share of common stock-Basic
            
            
            
            
            
            0.012
            (5)
            
            
            
            
            0.012-Diluted
            
            
            
            
            
            0.010
            (5)
            
            
            
            
            0.010Weighted
                average number of common stock-Basic
            
            
            
            
            
            19,454,420
            (6)
            
            
            
            
            19,454,420-Diluted
            
            
            
            
            
            21,704,768
            (7)
            
            
            
            
            21,704,768




30


**Notes
      to the Unaudited Condensed Combined Pro Forma Financial
      Information**





**(1)**
            Reflect
                the issuance of 19,454,420 shares of common stock by Asia Time Corporation
                for the reverse acquisition of all issued and outstanding shares
                of
                capital stock of Times Manufacture.




**(2)**
            Reflect
                the private placement of 2,250,348 shares of Series A Convertible
                Preferred Stock at $1.29 per share.




**(3)**
            Reflect
                the legal and professional fees of share
                exchange.




**(4)**
            Reflect
                a 1.371188519-for-one stock reverse split in the course of the share
                exchange.




**(5)**
            The
                historical earnings per share is computed based on the historical
                income
                of Times Manufacture as Times Manufacture is considered the accounting
                acquirer and thus the predecessor.




**(6)**
            The
                weighted average number of share used for computing the historical
                earnings per share is based on the number of shares issued in the
                reverse
                acquisition of Times Manufacture by Asia Time
                Corporation.




**(7)**
            Includes
                the dulutive effect of 2,250,348 shares of preferred stock being
                eligible
                to be converted in the ratio of 1:1 into each share of common
                stock.




31





**Item
      7. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





**Forward-Looking
      Statements**





*The
      following discussion should be read in conjunction with our consolidated
      financial statements and related notes included elsewhere in this report. This
      report contains forward-looking statements. The words “anticipated,” “believe,”
“expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and
      similar expressions are intended to identify forward-looking statements. These
      statements include, among others, information regarding future operations,
      future capital expenditures, and future net cash flow. Such statements reflect
      our management’s current views with respect to future events and financial
      performance and involve risks and uncertainties, including, without limitation,
      general economic and business conditions, changes in foreign, political, social,
      and economic conditions, regulatory initiatives and compliance with governmental
      regulations, the ability to achieve further market penetration and additional
      customers, and various other matters, many of which are beyond our control.
      Should one or more of these risks or uncertainties occur, or should underlying
      assumptions prove to be incorrect, actual results may vary materially and
      adversely from those anticipated, believed, estimated or otherwise indicated.
      Consequently, all of the forward-looking statements made in this report are
      qualified by these cautionary statements and there can be no assurance of the
      actual results or developments.*





**Overview**





We
      are a
      distributor of watch movements components used in the manufacture and assembly
      of watches to a wide variety of timepiece manufacturers. There are two
      categories of watch movements, quartz and mechanical. The main parts of an
      analog quartz watch movement are the battery; the oscillator, a piece of quartz
      that vibrates in response to the electric current; the integrated circuit,
      which
      divides the oscillations into seconds; the stepping motor, which drives the
      gear
      train; and the gear train itself, which makes the watch’s hands move. A digital
      watch movement has the same timing components as an analog quartz movement
      but
      has no stepping motor or gear train. To a lesser extent we also distribute
      complete analog-quartz and automatic watches with pricing between $20.00 to
      $50.00. Manufacturing for these watches is currently outsourced to third party
      factories in China.





Our
      core
      customer base consists primarily of large wholesalers, online retailers and
      small and medium-sized watch manufacturers that produce watches primarily for
      sale to customers in Hong Kong and China. To a lesser extent, we design watches
      for manufacturers and exporters of watches and manufacture and distribute
      complete watches primarily to online retailers and internet
      marketers.





We
      are
      mainly engaged in watch movement distribution business in Hong Kong and China
      which accounted to 90% of our revenue for the year ended December 31, 2006.
      We
      have distribution centers and strategically located sales offices throughout
      Hong Kong and the People’s Republic of China (“China” or “PRC”). We distribute
      more than 350 products from over 30 vendors, including such market leaders
      as
      Citizen Group, Seiko Corporation and ETA SA Manufacture Horlogere Suisse, to
      a
      base of over 300 customers primarily through our direct sales force. To enhance
      our ability to distribute watch movements we provide a variety of value-added
      services, including automated inventory management services; integration, design
      and development, management, and extended and post-sale support
      services.





**Corporate
      Structure**





We
      were
      incorporated in the State of Delaware on January 3, 2006. We were originally
      organized as a “blank check” shell company to investigate and acquire a target
      company or business seeking the perceived advantages of being a publicly held
      corporation. On January 23, 2007, we closed a share exchange transaction
      pursuant to which we (i) issued 19,454,420 shares of our common stock to acquire
      100% equity ownership of Times Manufacture & E-Commerce Corporation Limited,
      a British Virgin Islands corporation (“Times Manufacture”), which has eight
      wholly-owned subsidiaries, (ii) assumed the operations of Times Manufacture
      and
      its subsidiaries, and (iii) changed our name from SRKP 9, Inc. to Asia Time
      Corporation. Times Manufacture also paid an aggregate of $350,000 to the
      stockholders of SRKP 9, Inc. Times Manufacture was founded in January 2002
      and
      is based in Hong Kong.




32





With
      respect to this discussion, the terms “we” and “our” refer to Asia Time
      Corporation, its 100%-owned subsidiary Times Manufacture Times Manufacture
      and
      its subsidiaries, Times Manufacturing & E-Commerce Corporation Ltd., TME
      Enterprise Ltd., Citibond Design Ltd. and Megamooch Online Ltd., each of which
      is a British Virgin Islands corporation, and the Hong Kong corporate
      subsidiaries Billion Win International Enterprise Ltd., Goldcome Industrial
      Ltd., Citibond Industrial Ltd., and Megamooch International Ltd. Times
      Manufacture was founded in March 2002 and is based in Hong Kong.





We
      have
      re-aligned the structure and business functions of our subsidiaries in 2005
      to
      clearly define the scopes our business objectives in order to strengthen our
      ability to conduct our business operations. Held indirectly through Times
      Manufacturing & E-Commerce Corp. Ltd., Billion Win International Enterprise
      Limited, or Billion Win, is our central sourcing component. Billion Win procures
      and imports watch movements and distributes them to suppliers, volume users
      in
      China, and two of our subsidiaries, Goldcome Industrial Limited, or Goldcome,
      and Citibond Industrial Limited, or Citibond. Goldcome mainly focuses it
      distributions to wholesalers and large manufacturers and Citibond focuses on
      distributions to small to medium size manufacturers. Megamooch International
      Limited is a complete watch distributor and exporter targeting overseas buyers.
      Another two subsidiaries are held indirectly under TME Enterprise Ltd. and
      Citibond Design Ltd. is responsible for complete watch design for manufacturers
      and exporters and handles large volume watch movement transactions between
      buyers and sellers solely on a commission basis. Megamooch Online Ltd. operates
      for complete watch marketing and distribution, with manufacturing being
      outsourced, and focusing on overseas markets.





**Watch
      Movement Segment**





Hong
      Kong
      does not have watch movement manufacturing. Watch movements are largely imported
      from Japan and Switzerland. The growth of the watch movement segment business
      remains strong, the revenue for the watch movement segment of our business
      for
      the year ended December 31, 2006 was $73 million, with a gross profit $5.9
      million, a 24% and 48% growth respectively,
      compared to 58.8 million revenue and $4.0 million gross profit for the year
      ended December 31, 2005. The gross profit margin increased from 6.7% for the
      year ended December 31, 2005 to 8.1% for the year ended December 31, 2006,
      primarily due to more diversified products being promoted to customers and
      what
      our management believes to be an increase in market demand. We
      provide a wide product spectrum of products carrying all three major brands
      as
      well as middle-low end China movements. We believe this enables us to provide
      a
      convenient one stop provider for our customers and getting higher sales per
      customer. We
      began
      to target small to medium manufacturers in mid-2005 and our customer base has
      expanded to more than 300 watch manufacturers for Year 2006. In addition, we
      have extended our credit period from an average to 15 days to 30 days to major
      customers that have maintained a history of timely settlement of receivables.
      We
      believe that this extension lead to an increase of purchase orders from those
      customers. We review the credit status of each customer and periodically adjust
      the credit period to specific customers in an attempt to maximize business
      with
      each customer without suffering significant credit risk.





**Complete
      Watch Segment**





Revenue
      of our complete watch segment was $8.1 million for the year ended December
      31,
      2006, a 93% increase compared to the same period in 2005, in which revenue
      was
      $4.2 million. This segment contributed approximately 10% of our revenue in
      2006,
      as compared to 6.7% of revenue for the year ended December 31, 2005. We believe
      the increase was primarily contributed our offering of value-added design
      services to our customers at no extra charge. Our main market positioning in
      China is on the middle-class adult, daily, sporty and classy
      design.





**Recent
      Events**





***Completion
      of the Share Exchange***





On
      December 15, 2006, we entered into a share exchange agreement with the sole
      shareholder of Times Manufacture. Pursuant to the share exchange agreement
      (the
      "Exchange Agreement") we agreed to issue shares of our common stock in exchange
      for all of the issued and outstanding securities of Times Manufacture (the
      "Share Exchange"). The Share Exchange closed on January 23, 2007.




33





Upon
      the
      closing of the Share Exchange and pursuant to the terms of the Exchange
      Agreement, we issued an aggregate of 19,454,420 shares of our common stock
      to
      the sole shareholder of Times Manufacture in exchange for all of the issued
      and
      outstanding securities of Times Manufacture. Times Manufacture also paid an
      aggregate of $350,000 to the stockholders of SRKP 9, Inc. In addition, prior
      to
      the closing of the Share Exchange and the Private Placement, as described below,
      we effectuated a 1.371188519-for-one stock dividend such that there were
      3,702,209 shares of common stock outstanding immediately prior to the Share
      Exchange and Private Placement. We issued no fractional shares in connection
      with the Share Exchange.





Pursuant
      to the terms of the Share Exchange, we agreed to register a total of 3,702,209
      shares of common stock held by our shareholders immediately prior to the Share
      Exchange. Of these shares held by our shareholders, 1,703,017 shares would
      be
      covered by the registration statement filed in connection with the Private
      Placement (described below) and 1,999,192 shares will be included in a
      subsequent registration statement filed by us no later August 24, 2007, which
      is
      six months and 10 days after the date on which we filed the registration
      statement to register the shares issued in the Private Placement.





***The
      Private Placement***





On
      January 23, 2007, concurrently with the close of the Share Exchange, we
      conducted an initial closing of a private placement transaction pursuant to
      which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred
      Stock at $1.29 per share. On February 9, 2007, we conducted a second and final
      closing of the private placement pursuant to which we sold 501,320 shares of
      Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total
      of
      2,250,348 shares of Series A Convertible Preferred Stock were sold in the
      private placement for an aggregate gross proceeds of $2,902,946 (the "Private
      Placement"). Of the gross proceeds, $50,000 is represented by a subscription
      receivable from one investor. WestPark Capital, Inc. ("WestPark") acted as
      the
      placement agent for the Private Placement. For its services as placement agent,
      WestPark received an aggregate fee of approximately $261,265, which consisted
      of
      a commission equal to 9.0% of the gross proceeds from the financing. After
      commissions and expenses, we received net proceeds of approximately $2.3 million
      in the Private Placement.





Pursuant
      to Subscription Agreements entered into with the investors in the Private
      Placement, each share of the Series A Convertible Preferred Stock is convertible
      into shares of common stock at a conversion price equal to the per share
      purchase price. However, if we, at any time prior to the first trading day
      on
      which our common stock is quoted on the American Stock Exchange, Nasdaq Capital
      Market, Nasdaq Global Market or New York Stock Exchange (each a "Trading
      Market") sell or issue any shares of common stock in one or a series of
      transactions at an effective price less than such conversion price where the
      aggregate gross proceeds to us are at least $1.0 million, then the
      aforementioned conversion price shall be reduced to such effective price. Each
      share of the Series A Convertible Preferred Stock shall automatically convert
      into shares of common stock if (i) the closing price of our common stock on
      the Trading Market for any 10 consecutive trading day period exceeds $3.00
      per
      share, (ii) the shares of common stock underlying the Series A Convertible
      Preferred Stock are subject to an effective registration statement, and
      (iii) the daily trading volume of the common stock on a Trading Market
      exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon
      liquidation, the holders of the Series A Convertible Preferred Stock shall
      receive $1.29 per share of the Series A Convertible Preferred Stock then held
      prior to any other distribution or payment made to holders of the common stock.




We
      agreed
      to and did file a registration statement covering the common stock underlying
      the Series A Convertible Preferred Stock sold in the Private Placement within
      30
      days of the closing of the Share Exchange pursuant to the subscription agreement
      with each investor. The investors in the Private Placement also entered into
      a
      lock up agreement pursuant to which they agreed not to sell their shares until
      our common stock begins to be traded on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market or NASDAQ Capital Market after
      which the one-ninth of their shares will automatically be released from the
      lock
      up on a monthly basis.





Some
      of
      the controlling shareholders, control persons of WestPark were also, prior
      to
      the completion of the Share Exchange, shareholders and/or control persons of
      our
      company, including Richard Rappaport, who is the Chief Executive Officer of
      WestPark and was the President and a significant shareholder of our company
      prior to the Share Exchange, Anthony C. Pintsopoulos, who is the Chief Financial
      Officer of WestPark and an officer, director and significant shareholder of
      our
      company prior to the Share Exchange and Kevin DePrimio and Jason Stern, each
      employees of WestPark and shareholders of our company prior to the Share
      Exchange. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their
      executive and director positions with our company upon the closing of the Share
      Exchange. Affiliates of WestPark who own shares of our common stock have agreed
      to a lock-up whereby they shall not sell an aggregate of 1,528,933 shares of
      common stock held by them until that date which is nine months from the day
      that
      our common stock begins to be traded on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market, the OTC
      Bulletin Board or the Pink Sheets.




34





***Critical
      Accounting Policies and Estimates***





Financial
      Reporting Release No. 60 recommends that all companies include a discussion
      of
      critical accounting policies used in the preparation of their financial
      statements. The Securities and Exchange Commission (“SEC”) defines critical
      accounting policies as those that are, in management's view, most important
      to
      the portrayal of our financial condition and results of operations and those
      that require significant judgments and estimates.





The
      preparation of these consolidated financial statements requires our management
      to make estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenues and expenses, as well as the disclosure of contingent
      assets and liabilities at the date of our financial statements. We base our
      estimates on historical experience, actuarial valuations and various other
      factors that we believe to be reasonable under the circumstances, the results
      of
      which form the basis for making judgments about the carrying value of assets
      and
      liabilities that are not readily apparent from other sources. Some of those
      judgments can be subjective and complex and, consequently, actual results may
      differ from these estimates under different assumptions or conditions. While
      for
      any given estimate or assumption made by our management there may be other
      estimates or assumptions that are reasonable, we believe that, given the current
      facts and circumstances, it is unlikely that applying any such other reasonable
      estimate or assumption would materially impact the financial statements. The
      accounting principles we utilized in preparing our consolidated financial
      statements conform in all material respects to generally accepted accounting
      principles in the United States of America.





*Accounting
      for the impairment of long-lived assets*





The
      long-lived assets held and used by us are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of assets
      may not be recoverable. It is reasonably possible that these assets could become
      impaired as a result of technology or other industry changes. Determination
      of
      recoverability of assets to be held and used is by comparing the carrying amount
      of an asset to future net undiscounted cash flows to be generated by the
      assets.





If
      such
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount of fair value less costs to sell.





*Inventories*





Our
      inventories are stated at the lower of cost and net realizable value. Cost
      is
      determined using the first-in, first-out (FIFO) method. It excludes borrowing
      costs. Net realizable value is the estimated selling price in the ordinary
      course of business, less applicable variable selling expenses.





We
      evaluate our inventories for excess, obsolescence or other factors rendering
      inventories as unsellable at normal gross profit margins. Write-downs are
      recorded so that inventories reflect the approximate market value and take
      into
      account our contractual provisions with our suppliers governing price
      protections and stock rotations. Due to the large number of transactions and
      complexity of managing the process around price protections and stock rotations,
      estimates are made regarding the valuation of inventory at market
      value.





In
      addition, assumptions about future demand, market conditions and decisions
      to
      discontinue certain product lines can impact the decision to write-down
      inventories. If assumptions about future demand change and/or actual market
      conditions are different than those projected by management, additional
      write-downs of inventories may be required. In any case, actual results may
      be
      different than those estimated.




35





*Trade
      receivables*





Trade
      and
      other receivables are recognized initially at fair value and subsequently
      measured at amortized cost using the effective interest method, less provision
      for impairment. A provision for impairment of trade and other receivables is
      established when there is objective evidence that we will not be able to collect
      all amounts due according to the original terms of receivables. The amount
      of
      the provision is the difference between the asset’s carrying amount and the
      present value of estimated future cash flows, discounted at the effective
      interest rate. The amount of the provision is recognized in the income
      statement.





*Foreign
      currency translation*





Our
      consolidated financial statements are presented in United States dollars. Our
      functional currency is the Hong Kong Dollar (HKD). Our consolidated financial
      statements are translated into United States dollars from HKD at period-end
      exchange rates as to assets and liabilities and average exchange rates as to
      revenues and expenses. Capital accounts are translated at their historical
      exchange rates when the capital transactions occurred.





*Revenue
      recognition*





Sales
      of
      goods are recognized when a company has delivered goods to the customer, the
      customer has accepted the goods and collectibility of the related receivables
      is
      reasonably assured. Commission income is recognized in the accounting period
      in
      which the services are rendered, by reference to completion of the specific
      transaction assessed on the basis of the actual service provided as a proportion
      of the total services to be provided. Interest income is recognized on a
      time-proportion basis using the effective interest method. When a receivable
      is
      impaired, we reduce the carrying amount to our recoverable amount, being the
      estimated future cash flow discounted at original effective interest rate of
      the
      instrument, and continue unwinding the discount as interest income. Dividend
      income and insurance claims are recognized when the right to receive payment
      is
      established.





*Deferred
      income tax*





Deferred
      income tax is provided in full, using the liability method, on temporary
      differences arising between the tax bases of assets and liabilities and their
      carrying amounts in the consolidated financial statements. However, if the
      deferred income tax arises from initial recognition of an asset or liability
      in
      a transaction other than a business combination that at the time of the
      transaction affects neither accounting nor taxable profit or loss, it is not
      accounted for. Deferred income tax is determined using tax rates (and laws)
      that
      have been enacted or substantially enacted by the balance sheet date and are
      expected to apply when the related deferred income tax assets is realized or
      the
      deferred income tax liability is settled.





Deferred
      income tax assets are recognized to the extent that it is probable that future
      taxable profit will be available against which the temporary differences can
      be
      utilized.





*Income
      taxes*





We
      account for income tax using an asset and liability approach and allow for
      recognition of deferred tax benefits in future years. Under the asset and
      liability approach, deferred taxes are provided for the net tax effects of
      temporary differences between the carrying amounts of assets and liabilities
      for
      financial reporting purposes and the amounts used for income tax purposes.
      A
      valuation allowance is provided for deferred tax assets if it is more likely
      than not these items will either expire before we are able to realize its
      benefits, or that future realization is uncertain.




36


**Results
      of Operations**





The
      following table sets forth certain items in our statement of operations as
      a
      percentage of net sales for the periods shown:




Year
                ended December 31,2004
            
            2005
            
            2006Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100
            %Cost
                of sales
            
            
            94.6
            %
            
            90.1
            %
            
            88
            %Gross
                profit
            
            
            5.4
            %
            
            9.9
            %
            
            12
            %Administrative
                and other operating expenses
            
            
            4.0
            %
            
            2.7
            %
            
            2.0
            %Income
                from operations
            
            
            1.4
            %
            
            7.2
            %
            
            10
            %Other
                Income
            
            
            0.0
            %
            
            1.8
            %
            
            0.8
            %Interest
                expense
            
            
            0.4
            %
            
            0.8
            %
            
            1.3
            %Income
                before taxes
            
            
            1.0
            %
            
            8.2
            %
            
            9.5
            %Income
                taxes
            
            
            0.4
            %
            
            1.5
            %
            
            1.6
            %Net
                income
            
            
            0.6
            %
            
            6.7
            %
            
            7.9
            %





***Comparison
      of year ended December 31, 2006 (“Fiscal 2006”) with year ended
      December 31, 2005 (“Fiscal 2005”)***







Net
      sales
      for Fiscal 2006 were $81.1 million as compared to $63.1 million for
      Fiscal 2005, an increase of $18.0 million, or 28.6%. This increase was
      largely due to improved sale of watch movements, which was $73 million for
      Fiscal 2006, accounting for 90% of our revenue for the year, an increase of
      24.1% as compared to $58.9 million of watch movement sales for Fiscal 2005.
      Sales of completed watches for Fiscal 2006 were $8.1 million as compared to
      $4.2 million for Fiscal 2005, an increase of 90.1%.





Cost
      of
      sales for Fiscal 2006 was $71.4 million, or 88% of net sales, as compared to
      $56.8 million for Fiscal 2005, or 90.1% of net sales. The increase in total
      dollars was attributable to higher costs associated with our products and the
      decrease as a percentage of net sales was attributable to improved economy
      of
      scale and more trading volume of watch movements. Our increase in revenue was
      29% and our increase in cost of sales was 21% for Fiscal 2006 compared to Fiscal
      2005.





Gross
      profit for Fiscal 2006 was $9.7 million, or 12% of net sales, compared to
      $6.3 million, or 9.9% of net sales for Fiscal 2005. The increase in our
      gross profit margin for Fiscal 2006 is primarily due to the increase in sales
      of
      higher-margin products and economy of scale, in addition to the diversification
      of products over our current sales channels.





Administrative
      and other operating expenses were $1.3 million, or 2.0% of net sales, for
      Fiscal 2006, as compared to $1.7 million, or 2.7% of net sales, for Fiscal
      2005. The decrease as a percentage of net sales was primarily attributable
      to
      economy of scale. Management considers these expenses as a percentage of net
      sales to be a key performance indicator in managing our business.





Interest
      expense increased $546,000 to $1.1 million for Fiscal 2006, compared to $350,000
      for Fiscal 2005. This increase is primarily attributable to higher borrowing
      levels to maintain adequate inventory, and higher borrowing rates. Further
      increases in borrowing rates would further increase our interest expense, which
      would have a negative effect on our results of operations.





Net
      income for Fiscal 2006 was $6.4 million, compared to net income of $4.2 for
      Fiscal 2005.




37





***Comparison
      of year ended December 31, 2005 (“Fiscal 2005”) with year ended
      December 31, 2004 (“Fiscal 2004”)***





Net
      sales
      for Fiscal 2005 were $63.1 million as compared to $36.6 million for
      Fiscal 2004, an increase of $26.5 million, or 72.6%. This increase was
      largely due to improved sale of watch movements and completed watches. Sales
      of
      watch movements for Fiscal 2005 were $58.9 million as compared to
      $36.6 million for Fiscal 2004, an increase of 61.0%. Sales of completed
      watches for Fiscal 2005 were $4.2 million; there were no sales of completed
      watches for Fiscal 2004.





Cost
      of
      sales for Fiscal 2005 were $56.8 million or 90.1% of net sales, as compared
      to
      $34.6 million for Fiscal 2004 or 94.6% of net sales. The increase in total
      dollars was attributable to higher costs associated with our products and the
      decrease as a percentage of net sales was attributable to improved economy
      of
      scale.





Gross
      profit for Fiscal 2005 was $6.3 million, or 9.9% of net sales, compared to
      $2.0 million, or 5.4% of net sales for Fiscal 2004. The increase in our
      gross profit margin for Fiscal 2005 is primarily due to the increase in sales
      of
      higher-margin products and economy of scale.





Administrative
      and other operating expenses were $1.7 million, or 2.7% of net sales, for
      Fiscal 2005, as compared to $1.5 million, or 4.0% of net sales, for Fiscal
      2004. The decrease as a percentage of net sales was attributable to economy
      of
      scale.





Interest
      expense increased $350,000 for Fiscal 2005 to $515,000, compared to $165,000
      for
      Fiscal 2004. This increase is primarily attributable to higher borrowing levels
      to maintain adequate inventory, and higher borrowing rates.





During
      Fiscal 2005, we recorded a provision for income taxes of $949,000.





Net
      income for Fiscal 2005 was $4.2 million, compared to net income of $225,000
      for Fiscal 2004.





**Liquidity
      and Capital Resources**





To
      provide liquidity and flexibility in funding our operations, we borrow amounts
      under bank facilities and other external sources of financing. As of December
      31, 2006 we had general banking facilities amounted to $13.7 million for
      overdraft, letter of credit, trust receipt, invoice financing and export loans
      granted by ten banks. Interest on the facilities ranged from minus 2.0 to 0.75%
      over the Bank’s Best Lending Rate of Hong Kong (Prime Rate) or Hong Kong Inter
      Bank Offered Rate (HIBOR). These banking facilities were secured by the
      leasehold properties, time deposits and held-to maturity investments of the
      group and personal guarantees executed by our Chairman of the
      Board.





On
      January 23, 2007, concurrently with the close of the Share Exchange, we
      conducted an initial closing of a private placement transaction pursuant to
      which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred
      Stock at $1.29 per share. On February 9, 2007, we conducted a second and final
      closing of the private placement pursuant to which we sold 501,320 shares of
      Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total
      of
      2,250,348 shares of Series A Convertible Preferred Stock were sold in the
      private placement for an aggregate gross proceeds of $2,902,946 (the “Private
      Placement”). Of the gross proceeds, $50,000 is represented by a subscription
      receivable from one investor. WestPark Capital, Inc. (“WestPark”) acted as the
      placement agent for the Private Placement. For its services as placement agent,
      WestPark received an aggregate fee of approximately $261,265, which consisted
      of
      a commission equal to 9.0% of the gross proceeds from the financing. After
      commissions and expenses, we received net proceeds of approximately $2.3 million
      in the Private Placement.





Pursuant
      to Subscription Agreements entered into with the investors in the Private
      Placement, each share of the Series A Convertible Preferred Stock is convertible
      into shares of common stock at a conversion price equal to the per share
      purchase price. However, if we, at any time prior to the first trading day
      on
      which our common stock is quoted on the American Stock Exchange, Nasdaq Capital
      Market, Nasdaq Global Market or New York Stock Exchange (each a “Trading
      Market”) sell or issue any shares of common stock in one or a series of
      transactions at an effective price less than such conversion price where the
      aggregate gross proceeds to us are at least $1.0 million, then the
      aforementioned conversion price shall be reduced to such effective price. Each
      share of the Series A Convertible Preferred Stock shall automatically convert
      into shares of common stock if (i) the closing price of our common stock on
      the Trading Market for any 10 consecutive trading day period exceeds $3.00
      per
      share, (ii) the shares of common stock underlying the Series A Convertible
      Preferred Stock are subject to an effective registration statement, and
      (iii) the daily trading volume of the common stock on a Trading Market
      exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon
      liquidation, the holders of the Series A Convertible Preferred Stock shall
      receive $1.29 per share of the Series A Convertible Preferred Stock then held
      prior to any other distribution or payment made to holders of the common stock.




38





We
      agreed
      to file a registration statement covering the common stock underlying the Series
      A Convertible Preferred Stock sold in the Private Placement within 30 days
      of
      the closing of the Share Exchange pursuant to the subscription agreement with
      each investor.





For
      the
      year ended December 31, 2006, net cash provided by operating activities was
      approximately $163,000, as compared to net cash used in operating activities
      of
      $506,000 for the comparable period in 2005. The increase in net cash
      provided by operating activities is primarily attributable to increase in net
      income, partially offset by an increase in cash used for accounts receivable.
      Net cash used in investing activities was $860,000 for the year ended
      December 31, 2006, which was relatively similar to the $875,000 in cash used
      for
      the comparable period in 2005. Net cash provided by financing activities was
      $235,000 for the year ended December 31, 2006 as compared to $1.2 million
      for the comparable period in 2005. The decrease in net cash provided by
      financing activities was attributable to dividends paid of $2.5 million in
      2006
      as compared to $640,000 in 2005.





For
      fiscal year 2006, 2005 and 2004, our inventory turnover was 10.8, 10.8 and
      13.2
      times, respectively. The average days outstanding of our accounts receivable
      at
      December 31, 2006 were 29 days, as compared to 24 days at December 31, 2005.
      Inventory turnover and average days outstanding are key operating measures
      that
      management relies on to monitor our business. We have no plans for significant
      capital expenditures in the next 12 months.





Based
      upon our present plans, we believe that cash on hand, cash flow from operations
      and funds available under our bank facilities will be sufficient to fund our
      capital needs for the next 12 months. However, our ability to maintain
      sufficient liquidity depends partially on our ability to achieve anticipated
      levels of revenue, while continuing to control costs. If we did not have
      sufficient available cash, we would have to seek additional debt or equity
      financing through other external sources, which may not be available on
      acceptable terms, or at all. Failure to maintain financing arrangements on
      acceptable terms would have a material adverse effect on our business, results
      of operations and financial condition.





**Off-Balance
      Sheet Arrangements**





None.





**Contractual
      Obligations**





Other
      than those commitments and obligations being entered into in the normal course
      of business, we do not have any additional, material capital commitments and
      obligations due to other parties.





**Inflation
      and Seasonality**




Inflation
      and seasonality have not had a significant impact on our operations during
      the
      last two fiscal years.







**Change
      In Accountants**





On
      February 23, 2007, we dismissed AJ. Robbins, PC (“AJ. Robbins”) as our
      independent registered public accounting firm. We engaged AJ. Robbins to audit
      our financial statements for the period from January 3, 2006 (inception) to
      February 28, 2006 (collectively, the “Audited Financial Statements”). The
      decision to change accountants was approved and ratified by our Board of
      Directors. The report of AJ. Robbins on the Audited Financial Statements did
      not
      contain any adverse opinion or disclaimer of opinion and was not qualified
      or
      modified as to uncertainty, audit scope, or accounting principle, except for
      an
      explanatory paragraph relative to our ability to continue as a going concern.
      During the period beginning from the time we engaged AJ. Robbins as our auditors
      through February 23, 2007, there have been no disagreements with AJ. Robbins
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure with respect us, which disagreements
      if not resolved to the satisfaction of AJ. Robbins would have caused AJ. Robbins
      to make reference to the subject matter of the disagreements in connection
      with
      its reports on our financial statements for such periods.  We
      have
      engaged Dominic KF Chan & Co. as our independent registered public
      accounting firm, which was the independent registered public accounting firm
      for
      Times Manufacture prior to the Share Exchange.




39





**New
      Accounting Pronouncements**





In
      November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      151, “Inventory costs - an amendment of ARB No. 43, Chapter 4.” (“SFAS 151”).
      SFAS 151 amends ARB 43, Chapter 4 to clarify that “abnormal” amount of idle
      freight, handling costs and spoilage should be recognized as current period
      charges. SFAS 151 is effective for inventory costs incurred during fiscal years
      beginning after June 15, 2005.





In
      December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS
      123R”), which revises SFAS No. 123, “Accounting for Stock Based Compensation”,
      and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB
      25
      and the intrinsic value method of accounting, and requires companies to
      recognize in the financial statements the cost of employee services received
      in
      exchange for awards of equity instruments, based on the grant-date fair value
      of
      those awards. This cost is to be recognized over the period during which an
      employee is required to provide service in exchange for the award (typically
      the
      vesting period). SFAS 123R also requires that benefits associated with tax
      deductions in excess of recognized compensation cost be reported as a financing
      cash inflow, rather than as an operating cash flow as required under current
      literature. SFAS 123R permits companies to adopt its requirements using either
      a
“modified prospective” method, or a “modified retrospective” method. Under the
“modified prospective” method, compensation cost is recognized in the financial
      statements beginning with the effective date, based on the requirements of
      SFAS
      123R for all share-based awards granted or modified after that date, and based
      on the requirements of SFAS 123 for all unvested awards granted prior to the
      effective date of SFAS 123R. Under the “modified retrospective” method, the
      requirements are the same as under the “modified prospective” method, but this
      method also permits entities to restate financial statements of previous periods
      based on proforma disclosures made in accordance with SFAS 123. The Company
      is
      adopting SFAS 123R effective January 1, 2006 using the modified prospective
      method.




In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”
(“SFAS 154”), which changes the requirements for the accounting for and
      reporting of a change in accounting principle. The statement requires
      retrospective application to prior period financial statements of changes in
      accounting principle, unless impracticable to do so. It also requires that
      a
      change in the depreciation, amortization, or depletion method for long-lived
      non-financial assets be accounted as a change in accounting estimate, effected
      by a change in accounting principle. Accounting for error corrections and
      accounting estimate changes will continue under the guidance in APB Opinion
      20,
“Accounting Changes”, as carried forward in this pronouncement. The statement is
      effective for fiscal years beginning after December 15, 2005.





In
      November 2005, the FASB issued FSP Nos. FAS 115-1 and 124-1, “The Meaning of
      Other-Than-Temporary Impairment and Its Application to Certain Investments.”
This FSP addresses the determination as to when an investment is considered
      impaired, whether the impairment is ‘other-than-temporary’, and the measurement
      of an impairment loss. The investment is impaired if the fair value is less
      than
      cost. The impairment is ‘other-than-temporary’ for equity securities and debt
      securities that can contractually be prepaid or otherwise settled in such a
      way
      that the investor would not recover substantially all of its cost. If
‘other-than-temporary’, an impairment loss shall be recognized in earnings equal
      to the difference between the investment’s cost and its fair value. The guidance
      in this FSP is effective in reporting periods beginning after December 15,
      2005.





In
      February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
      Financial Instruments, which amends SFAS No. 133, Accounting for Derivative
      Instruments and Hedging Activities (“SFAS No. 155”), and SFAS No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities. SFAS No. 155 simplifies the accounting for certain derivatives
      embedded in other financial instruments by allowing them to be accounted for
      as
      a whole if the holder elects to account for the whole instrument on a fair
      value
      basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS
      No. 133 and SFAS No. 140. SFAS No. 155 is effective for all financial
      instruments acquired, issued or subject to a remeasurement event occurring
      in
      fiscal years beginning after September 15, 2006. Earlier adoption is permitted,
      provided the Company has not yet issued financial statements, including for
      interim periods, for that fiscal year. The Company does not believe the adoption
      of SFAS No. 155 will have a material impact on the Company’s consolidated
      financial position or results of operations.




40




The
      FASB
      released SFAS No. 156, “Accounting for Servicing of Financial Assets,” to
      simplify accounting for separately recognized servicing assets and servicing
      liabilities. SFAS No. 156 amends SFAS No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 156
      permits an entity to choose either the amortization method or the fair value
      measurement method for measuring each class of separately recognized servicing
      assets and servicing liabilities after they have been initially measured at
      fair
      value. SFAS No. 156 applies to all separately recognized servicing assets and
      liabilities acquired or issued after the beginning of an entity’s fiscal year
      that begins after September 15, 2006. SFAS No. 156 will be effective for the
      Company as of December 31, 2006, the beginning of the Company’s 2007 fiscal
      year. The Company does not believe the adoption of SFAS No. 156 will have a
      material impact on the Company’s consolidated financial position or results of
      operations.





In
      July
      2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
      interpretation requires that we recognize in our financial statements, the
      impact of a tax position, if that position is more likely than not of being
      sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year,
      with the cumulative effect of the change in accounting principle recorded as
      an
      adjustment to opening retained earnings. The Company is currently evaluating
      the
      effect of FIN 48 on its financial statements.





In
      September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value, and expands disclosures about fair value measurements. This Statement
      shall be effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. Earlier
      application is encouraged, provided that the reporting entity has not yet issued
      financial statements for that fiscal year, including any financial statements
      for an interim period within that fiscal year. The provisions of this statement
      should be applied prospectively as of the beginning of the fiscal year in which
      this Statement is initially applied, except in some circumstances where the
      statement shall be applied retrospectively. The Company is currently evaluating
      the effect, if any, of SFAS 157 on its financial statements.





The
      FASB
      released SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and
      Other Postretirement Plans: an amendment of FASB Statements No. 87, 88, 106,
      and
      132(R),” which requires an employer to recognize the over funded or under funded
      status of defined benefit and other postretirement plans as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through an adjustment
      to comprehensive income. This statement also requires an employer to measure
      the
      funded status of a plan as of the date of its year-end statement of financial
      position, with limited exceptions. The Company is required to initially
      recognize the funded status of its defined benefit and other postretirement
      plans as of December 31, 2006, and to provide the required disclosures in the
      Company’s 2006 annual report on Form 10-KSB. The Company is assessing the impact
      on the adoption of SFAS No. 158 will have on the Company’s consolidated
      financial position.





On
      February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of SFAS
      No.
      115.” The fair value option established by SFAS No. 159 permits all entities to
      choose to measure eligible items at fair value at specified election dates.
      A
      business entity will report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings (or another performance indicator
      if the business entity does not report earnings) at each subsequent reporting
      date. The fair value option: (a) may be applied instrument by instrument, with
      a
      few exceptions, such as investments otherwise accounted for by the equity
      method; (b) is irrevocable (unless a new election date occurs); and (c) is
      applied only to entire instruments and not to portions of instruments. SFAS
      No.
      159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of the previous fiscal year provided that the entity makes that choice in the
      first 120 days of that fiscal year and also elects to apply the provisions
      of
      SFAS. No.157. The Company does not early adopt this statement.


41


**Item
      7A. Quantitative and Qualitative Disclosures about Market
      Risk**




*Credit
      Risk.* **** We
      are
      exposed to credit risk from our cash at bank, fixed deposits and contract
      receivables. The credit risk on cash at bank and fixed deposits is limited
      because the counterparts are recognized financial institutions. Contract
      receivables are subject to credit evaluations. As we are getting more new
      customers and offering credit terms, financial efficiency, we believe that
      cash
      flow and controlling bad debt and late payment become more and more important.
      We carry out thorough research through public filing records available on our
      new customers, coupled with the employment of business intelligence information
      provider, before extending any credit to new customers. Different levels of
      credit periods and credit limits are granted to different customers according
      to
      their size, financial position, business position and payment history, among
      other factors, in order to offer the right credit terms to our customers to
      enhance competitiveness yet manage the risk. We have not recorded bad debt
      since
      inception.





*Foreign
      Currency Risk.* **** The
      functional currency of our company is the Hong Kong Dollar (HKD). In the future,
      we expect Renminbi (RMB) also to be a functional currency. Substantially all
      of
      our operations are conducted in the PRC. Our sales and purchases are conducted
      within the PRC in HKD and in the future will include RMB. Conversion of RMB
      into
      foreign currencies is regulated by the People’s Bank of China through a unified
      floating exchange rate system. Although the PRC government has stated its
      intention to support the value of the RMB, there can be no assurance that such
      exchange rate will not again become volatile or that the RMB will not devalue
      significantly against the U.S. Dollar. Exchange rate fluctuations may adversely
      affect the value, in U.S. Dollar terms, of our net assets and income derived
      from its operations in the PRC. In addition, the RMB is not freely convertible
      into foreign currency and all foreign exchange transactions must take place
      through authorized institutions.




*Country
      Risk.* **** The
      substantial portion of our business, assets and operations are located and
      conducted in Hong Kong and China. While these economies have experienced
      significant growth in the past twenty years, growth has been uneven, both
      geographically and among various sectors of the economy. The Chinese government
      has implemented various measures to encourage economic growth and guide the
      allocation of resources. Some of these measures benefit the overall economy
      of
      Hong Kong and China, but may also have a negative effect on us. For example,
      our
      operating results and financial condition may be adversely affected by
      government control over capital investments or changes in tax regulations
      applicable to us. If there are any changes in any policies by the Chinese
      government and our business is negatively affected as a result, then our
      financial results, including our ability to generate revenues and profits,
      will
      also be negatively affected.




**Item
      8.  Financial Statements and Supplementary Data**





The
      information required by this Item 8 is incorporated by reference to Asia Time
      Corporation’s Consolidated Financial Statements and Independent Auditors’ Report
      beginning at page F-1 of this Form 10-K





**Item
      9. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





Not
      applicable.





**Item
      9A. Controls and Procedures**





*(a)
      Evaluation of disclosure controls and procedures*




As
      of
      December 31, 2006, our management, with the participation of our Chief Executive
      Officer, or “CEO,” who is also our Chief Financial Officer, or “CFO,” performed
      an evaluation of the effectiveness and the operation of our disclosure controls
      and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, or the “Exchange Act.” Based on that
      evaluation, our CEO/CFO concluded that our disclosure controls and procedures
      were effective as of December 31, 2006.




42




*(b)
      Changes in internal control over financial reporting*




Based
      on
      the evaluation of our management as required by paragraph (d) of Rule 13a-15
      or
      15d-15 of the Exchange Act, we believe that there were no changes in our
      internal control over financial reporting that occurred during our last fiscal
      year that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.





However,
      upon the closing of the Share Exchange on January 23, 2007, which occurred
      after
      the end of the fiscal year covered by this report, the internal control over
      financial reporting utilized by Times Manufacture prior to the Share Exchange
      became the internal control over financial reporting of our company. Upon
      closing of the Share Exchange, we (i) became the 100% parent of Times
      Manufacture, which has eight wholly-owned subsidiaries consisting of Times
      Manufacturing & E-Commerce Corporation Ltd., TME Enterprise Ltd., Citibond
      Design Ltd. and Megamooch Online Ltd., each of which is a British Virgin Islands
      corporation, and the Hong Kong incorporated subsidiaries Billion Win
      International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial
      Ltd., and Megamooch International Ltd., (ii) assumed the operations of Times
      Manufacture and its subsidiaries, and (iii) changed our name from SRKP 9, Inc.
      to Asia Time Corporation. Following the Share Exchange the sole business
      conducted by our company became the business conducted by Times Manufacture,
      and
      the officers and directors of Times Manufacture became the officers and
      directors of our company. We believe these changes will materially affect,
      or
      are reasonably likely to materially affect, our internal controls over financial
      reporting.





**Item
      9B. Other Information**





None.


43


**PART
      III**




**Item
      10.   Directors****,
      Executive Officers and Corporate Governance**




Upon
      closing of the Share Exchange, the following individuals were named to our
      board
      of directors and executive management:





Name
            
            Age
            
            PositionKwong
                Kai Shun
            
            43
            
            Chairman
                of the Board, Chief Executive Officer and Chief Financial
                OfficerMichael
                Mak
            
            60
            
            Director





*Kwong
      Kai Shun* has been
      the Chairman of the Board, Chief Executive Officer and Chief Financial Officer
      of Times Manufacture since 2002. Mr. Kwong was educated in Hong Kong,
      receiving a Post-Secondary Diploma in 1983. He started his career with Wah
      Kwong
      Hon Trading Ltd. In 1983; when he left four years later, he was sales manager
      for the optical and eyewear company. He held management positions with Zeiss
      Optical Co. and Wing Hing Optical Co. Ltd. for the next four years. In 1991,
      he
      founded and served as Managing Director for Song Lam Industrial Ltd. where
      he
      developed his network of contacts and connections throughout China and Southeast
      Asia. He joined Stanford International Holdings in 1999 and was part of
      management of BonusAmerica and resigned in 2005.





*Michael
      Mak* has been
      Director of Times Manufacture’s subsidiaries since 2005. Mr. Mak currently
      serves as President, CEO and a Director of BonusAmerica Worldwide Corp., a
      Nevada corporation. An independent entrepreneur, Mr. Mak founded Stanford
      International Holding Corporation in 1999 and BonusAmerica Corporation in 2002.
      He ran eCommerce, a direct marketing firm, from 1999 to present. Mr. Mak
      started his business career after high school at Berlin & Company (Hong
      Kong), a financial company, in 1963 as a foreign exchange dealer. He was
      promoted to Manager five years later, and made Associate Partner in 1972. He
      managed the organization until 1985 when he immigrated to the USA. He
      subsequently founded and managed the following corporations: Triwell
      International Corporation, 1985 to 2005, an importer and wholesaler of general
      merchandise; Unitex Trading Corporation, 1987 to present, a designer and
      manufacturer of brand-name leather goods and watches, wholesaling to department
      stores and specialties stores throughout North America; and Dingbats Inc.,
      1995
      to present, a designer and importer of timepieces and licensed watches to
      discount stores.





**Family
      Relationships**





None





**Director
      Compensation**





We
      do not
      currently have an established policy to provide compensation to members of
      our
      Board of Directors for their services in that capacity. We intend to develop
      such a policy in the near future.





**The
      Board of Directors and Committees**





Our
      Board
      of Directors does not maintain a separate audit, nominating or compensation
      committee. Functions customarily performed by such committees are performed
      by
      our Board of Directors as a whole. We are not required to maintain such
      committees under the rules applicable to companies that do not have securities
      listed or quoted on a national securities exchange or national quotation system.
      We intend to create board committees, including an independent audit committee,
      in the near future. We also are not currently required to maintain independent
      members of our Board of Directors. If we are successful in listing our common
      stock on the American Stock Exchange, it would be required to have, prior to
      listing, an independent audit committee formed, in compliance with the
      requirements for listing on the American Stock Exchange and in compliance with
      Rule 10A-3 of the Securities Exchange Act of 1934.




44





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Our
      securities are currently registered under Section 12 of the Securities Exchange
      Act of 1934, as amended. As a result, and pursuant to Rule 16a-2, our directors
      and officers and holders of 10% or more of our common stock are currently
      required to file statements of beneficial ownership with regards to their
      ownership of equity securities under Sections 13 or 16 of the Exchange Act.
      Our
      current officers, directors and beneficial holders of 10% or more of our equity
      securities became subject to such requirement and to date, based solely upon
      a
      review of Forms 3, 4, and 5 and any amendments thereto furnished to us during
      our most recent fiscal year, none of our officers or directors has failed to
      file on a timely basis, as disclosed in the above forms, reports required by
      Section 16(a) of the Exchange Act during the most recent fiscal
      year.





**Code
      of Ethics**





Subsequent
      to the Share Exchange, we have not yet adopted a code of business conduct and
      ethics that applies to our principal executive officer, principal financial
      officer, principal accounting officer or controller, or persons performing
      similar functions in that our sole officer and director serves in all the above
      capacities. We intend to adopt a code in the near future.




**Item
      11.   Executive Compensation**




**Compensation
      Discussion and Analysis**





Prior
      to
      the Share Exchange on January 23, 2007, we were a “blank check” shell company
      that was formed to investigate and acquire a target company or business seeking
      the perceived advantages of being a publicly held corporation.  The
      officers and directors of our company prior to the Share Exchange are no longer
      employed by or affiliated with our company.  Richard Rappaport and Anthony
      Pintsopolous, our President and Chief Financial Officer, respectively, during
      2006 prior to Share Exchange, received no compensation or other perquisites
      for
      serving in such capacity.





Our
      Chief
      Executive Officer, Chief Financial Officer and Chairman of the Board, Kwong
      Kai
      Shun, determined the compensation for our current executive officers that was
      earned and paid in fiscal 2006.  Compensation for our current executive
      officers, which consist solely of Kwon Kai Shun, is determined with the goal
      of
      attracting and retaining high quality executive officers and encouraging them
      to
      work as effectively as possible on our behalf.]  Key areas of corporate
      performance taken into account in setting compensation policies and decisions
      are growth of sales, cost control, profitability, and innovation.  The key
      factors may vary depending on which area of business a particular executive
      officer’s work is focused on.  Compensation is designed to reward executive
      officers for successfully meeting their individual functional objectives and
      for
      their contributions to our overall development.  For these reasons, the
      elements of compensation of our executive officers are salary, housing and
      bonus.  The salary and housing components of compensation are paid and
      rewarded to cover an appropriate level of living expenses for the executive
      officers and the bonus is paid to reward the executive officer for individual
      and company achievement. With respect to the amount of a bonus, we determine
      company achievement based on performance factors and results of operations
      such
      as revenues generated, cost of revenues, net income, and whether we obtain
      significant contracts. We determine achievement level of an executive based
      on
      performance factors such as contribution to the achievement of the company.





We
      believe that the salaries paid to our executive officers during 2006, 2005,
      and
      2004 are indicative of the objectives of our compensation program and reflect
      the fair value of the services provided to our company, as measured by the
      local
      market in Hong Kong and China.  We determine market rate by conducting a
      comparison with the local geographic area averages and industry averages in
      Hong
      Kong and China.   Currently, we have no specific plans to provide
      raises after we have become a company with securities publicly traded in the
      United States.  Although no specific plans have yet been discussed, we may
      adopt such a plan to provide raises to our executive officers in the
      future.  Adopting higher compensation in the future may be based on the
      increased amount of responsibilities to be assumed by each of the executive
      officers after we become a publicly listed company.  We may also expand the
      scope of our compensation, such as the possibility of granting options to
      executive officers and tying compensation to predetermined performance
      goals.





Our
      board
      of directors has not yet developed or considered a compensation program for
      our
      executive officers for fiscal 2007 and beyond.  It is expected that our
      board will seek to establish a compensation program for executive officers
      that
      will be designed to attract, as needed, individuals with the skills necessary
      for us achieve our business plan, to motivate those individuals, to reward
      those
      individuals fairly over time, and to retain those individuals who continue
      to
      perform at or above the levels that we expect.  We also expect that our
      executive compensation program will be designed to afford our executive officers
      a sense of ownership in our company and overall entrepreneurial spirit, and
      to
      link rewards to measurable company and individual performance.




45





In
      addition, our board of directors does not currently have a compensation
      committee. We anticipate that our board of directors will establish a
      compensation committee in fiscal 2007 that will be comprised of non-employee
      members of our board of directors. Our current expectation is that the
      compensation committee of our board of directors will perform, at least
      annually, a strategic review of the compensation program for our executive
      officers to determine whether it provides adequate incentives and motivation
      to
      our executive officers and whether it adequately compensates our executive
      officers relative to comparable officers in other companies with which we
      compete for executives. Those companies may or may not be public companies
      or
      companies located in Hong Kong or China or even, in all cases, companies in
      a
      similar business. For 2007, until such time as a formal compensation program
      and
      committee is established, which we expect will occur in 2007, our board of
      directors will determine the bonus levels for 2007 after the completion of
      the
      fiscal year. After the compensation committee is formed, it will make such
      determinations. Employment Agreements. On January 1, 2007, Kwong Kai Shun began
      receiving compensation under a plan pursuant to which he receives monthly
      compensation with respect to salary, housing and insurance in the amounts of
      $20,000, $3,000 and $1,000, respectively. Mr. Kwong will also receive an annual
      bonus equivalent to three months salary. The compensation for Mr. Kwong was
      set
      and approved by the Board of Directors.





**Summary
      Compensation Tables**





The
      following table sets forth information concerning the compensation for the
      three
      fiscal years ended December 31, 2006, 2005, and 2004 of the principal executive
      officer, principal financial officer, in addition to our three most highly
      compensated officers whose annual compensation exceeded $100,000, and up to
      two
      additional individuals for whom disclosure would have been required but for
      the
      fact that the individual was not serving as an executive officer of the
      registrant at the end of the last fiscal year.














**Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **All
                Other Compensation(2)**
            
            **Total**Kwong
                Kai Shun
            
            
            2006
            
            $
            61,538
            
            $
            12,312
            
            $
            73,850Chief
                Executive Officer, Chief Financial Officer and Chairman of the
                Board
            
            
            2005
            
            
            62,500
            
            
            13,500
            
            
            75,5002004
            
            
            62,000
            
            
            13,500
            
            
            75,500Richard
                Rappaport(1)
            
            
            2006
            
            
            —
            
            
            —
            
            
            —Former
                Chief Executive Officer and Former Director
            
            
            2005
            
            
            —
            
            
            —
            
            
            —2004
            
            
            —
            
            
            —
            
            
            —Anthony
                Pintsopoulos(1)
            
            
            2006
            
            
            —
            
            
            —
            
            
            —Former
                Chief Financial Officer and Former Director
            
            
            2005
            
            
            —
            
            
            —
            
            
            —2004
            
            
            —
            
            
            —
            
            
            —







(1)
            Messrs.
                Rappaport and Pintsopoulos resigned from all positions with the Company
                upon the close of the Share Exchange on January 23,
                2007.




(2)
            This
                relates to automobile, housing and medical personal
                benefits.




46





**Grants
      of Plan-Based Awards in 2006**





There
      were no option grants in 2006.





**Outstanding
      Equity Awards at 2006 Fiscal Year-End**




There
      were no option exercises or options outstanding in 2006.




**Option
      Exercises and Stock Vested in Fiscal 2006**




There
      were no option exercises or stock vested in 2006.





**Director
      Compensation**




Name
            
            Fees
                Earned or Paid in Cash
              ($)
            
            Stock
                Awards
              ($)
            
            Option
              Awards
                ($)
            
            Non-Equity
                Incentive Plan Compensation ($)
            
            Change
                in Pension Value and Nonqualified Deferred Compensation Earnings
            
            All
                Other Compensation
              ($)
            
            Total
              ($)All
                Directors (total of 2 persons)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -




For
      the
      year ended December 31, 2006, none of the members of our Board of Directors
      received compensation for his or her service as a director. We do not currently
      have an established policy to provide compensation to members of our Board
      of
      Directors for their services in that capacity. We intend to develop such a
      policy in the near future.





In
      January 1, 2007, Michael Mak began receiving compensation under a plan pursuant
      to which he receives monthly compensation with respect to salary, housing and
      insurance in the amounts of $15,000, $3,000 and $1,000, respectively. Mr. Mak
      will also receive an annual bonus equivalent to two months salary. The annual
      bonus is subject to a minimum achievement of US$2million annual profit
      -before-tax and is payable on the 31 st of March
      of each year. The compensation for Mr. Mak was set and approved by the Board
      of
      Directors.


47


**Item
      12.   Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters**





Beneficial
      ownership is determined in accordance with the rules of the SEC. In computing
      the number of shares beneficially owned by a person and the percentage of
      ownership of that person, shares of common stock subject to options and warrants
      held by that person that are currently exercisable or become exercisable within
      60 days of April 1, 2007 are deemed outstanding even if they have not actually
      been exercised. Those shares, however, are not deemed outstanding for the
      purpose of computing the percentage ownership of any other person.




Immediately
      after the closing of the Share Exchange and Private Offering, we had 23,156,629
      issued and outstanding shares of common stock, 2,250,348 shares of Series A
      Preferred Stock, no options and warrants to purchase shares of common
      stock.





The
      following table sets forth as of April 1, 2007 certain information with respect
      to beneficial ownership of our common stock immediately after the closing of
      the
      Share Exchange based on 23,156,629 issued and outstanding shares of common
      stock, by:







·
            Each
                person known to be the beneficial owner of 5% or more of the outstanding
                common stock of the company;




·
            Each
                executive officer;




·
            Each
                director; and




·
            All
                of the executive officers and directors as a
                group.




Unless
      otherwise indicated, the persons and entities named in the table have sole
      voting and sole investment power with respect to the shares set forth opposite
      the stockholder’s name, subject to community property laws, where applicable.
      Unless otherwise indicated, the address of each stockholder listed in the table
      is c/o Asia Time Corporation, Room 1601-1604, 16/F., CRE Centre, 889 Cheung
      Sha
      Wan Road, Kowloon, Hong Kong.








**Name
                and Address**
              **of
                Beneficial Owner**
            
            **Title**
            
            **Beneficially
                Owned**
            
            **Percent
                of Class Beneficially Owned*****Officers
                and directors***Kwong
                Kai Shun
            
            
            Chairman
                of the Board, Chief Executive Officer and Chief Financial
                Officer
            
            
            19,454,420
            
            
            84.0
            %Michael
                Mak
            
            
            Director
            
            
            —
            
            
            —Officers
                and Directors as a Group (2 persons)
            
            
            
            
            
            19,454,420
            
            
            84.0
            %***5%
                of more shareholders***Kam
                Yuen
              Suite
                2911 Shell Tower
              Times
                Square 1 Matheson Street
              Causeway
                Bay, Hong Kong
            
            
            
            
            
            1,550,388
            (1)
            
            6.3
            %Debbie
                Schwartzberg
              1900
                Avenue Of The Stars
              Suite
                301
              Los
                Angeles, CA 90067
            
            
            
            
            
            1,332,795
            
            
            5.8
            %Richard
                Rappaport
              1900
                Avenue Of The Stars
              Suite
                301
              Los
                Angeles, CA 90067
            
            
            
            
            
            1,332,795
            
            
            5.8
            %







(1)
            Represents
                775,194 shares of Series A Convertible Preferred Stock held by Success
                Day
                International Limited and 775,194 shares of Series A Convertible
                Preferred
                Stock held by Sino Sky Enterprise Limited. The Preferred Stock is
                convertible into shares of Common Stock. Mr. Kam Yuen may be deemed
                to be
                the beneficial owner of the shares as the majority shareholder of
                each of
                Success Day International Limited and Sino Sky Enterprise Limited.
                Mr. Kam
                Yuen disclaims beneficial ownership of the shares except to the extent
                of
                his pecuniary interest.


48


**Item
      13. Certain Relationships and Related Transactions****,
      and Director Independence**




**Times
      Manufacture & E-Commerce Corporation Limited**





Times
      Manufacture & E-Commerce Corporation Limited (“Times Manufacture”) is our
      wholly-owned subsidiary, which has interlocking executive and director positions
      with us.





**January
      2007 Share Exchange**





On
      January 23, 2007, we completed the Share Exchange with Times Manufacture and
      the
      former sole shareholder of Times Manufacture. At the closing, Times Manufacture
      became our wholly-owned subsidiary and 100% of the issued and outstanding
      securities of Times Manufacture were exchanged for our securities. An aggregate
      of 19,454,420 shares of our common stock were issued to this shareholder.
      Further to the Share Exchange, Times Manufacture paid an aggregate of $350,000
      to the shareholders of SRKP 9, Inc. As of the close of the Share Exchange,
      these
      shareholders owned approximately 84.0% of our issued and outstanding stock.
      Moreover, concurrent with the closing of the Share Exchange, our board appointed
      Kwong Kai Shun as Chairman of the Board, Chief Executive Officer and Chief
      Financial Officer, as well as Michael Mak as a director. Kwong Kai Shun is
      Chief
      Executive Officer and director of Times Manufacture.





**WestPark
      Capital, Inc.**





On
      January 23, 2007, concurrently with the close of the Share Exchange, we
      conducted an initial closing of a private placement transaction pursuant to
      which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred
      Stock at $1.29 per share. On February 9, 2007, we conducted a second and final
      closing of the private placement pursuant to which we sold 501,320 shares of
      Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total
      of
      2,250,348 shares of Series A Convertible Preferred Stock were sold in the
      private placement for an aggregate of $2,902,946 (the “Private Placement”).
      WestPark Capital, Inc. (“WestPark”) acted as the placement agent for the Private
      Placement. Of the gross proceeds, $50,000 is represented by a subscription
      receivable from one investor. For its services as placement agent, WestPark
      received an aggregate fee of approximately $261,265, which consisted of a
      commission equal to 9.0% of the gross proceeds from the financing. WestPark
      is
      also going to serve as the underwriter for a public offering that we intend
      to
      conduct. Upon the closing of the offering, we agreed to sell to WestPark
      Capital, Inc. warrants to purchase up to a number of shares of our common stock
      that will be determined. The warrants will be exercisable on their date of
      issuance at a per share exercise price equal to 120% of the public offering
      price, subject to standard anti-dilution adjustments for stock splits and
      similar transactions, and will expire five years. The holders of shares of
      common stock acquired upon exercise of the warrants have the right to include
      such shares in any future registration statements filed by us and to demand
      one
      registration for the shares. In addition, we have agreed to indemnify the
      underwriters against some liabilities, including liabilities under the
      Securities Act of 1933, as amended, and to contribute to payments that the
      underwriters may be required to make in respect thereof. We will pay WestPark
      a
      non-accountable expense allowance to be determined. We also agreed to retain
      WestPark as a consultant to assist us with shareholder and investor matters.
      The
      consulting arrangement will be for a period of 12 months, which will commence
      upon the closing of the offering, at a rate of $3,000 per month.





Some
      of
      the controlling shareholders, control persons of WestPark were also, prior
      to
      the completion of the Share Exchange, shareholders and/or control persons of
      our
      company, including Richard Rappaport, who is the Chief Executive Officer of
      WestPark and was the President and a significant shareholder of our company
      prior to the Share Exchange, Anthony C. Pintsopoulos, who is the Chief Financial
      Officer of WestPark and an officer, director and significant shareholder of
      our
      company prior to the Share Exchange and Kevin DePrimio and Jason Stern, each
      employees of WestPark and shareholders of our company prior to the Share
      Exchange. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their
      executive and director positions with our company upon the closing of the Share
      Exchange. Affiliates of WestPark who own shares of our common stock have agreed
      to a lock-up whereby they shall not sell an aggregate of 1,528,933 shares of
      common stock held by them until that date which is nine months from the day
      that
      our common stock begins to be traded on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market, the OTC
      Bulletin Board or the Pink Sheets.




49





**Agreement
      of** **Kwong
      Kai Shun**





In
      connection with the Private Placement, Kwong Kai Shun, our Chairman of the
      Board, Chief Executive Officer and Chief Financial Officer, entered into an
      agreement with the investors in the Private Placement. Mr. Kwong agreed to
      place 2,326,000 shares of his company common stock in escrow for possible
      distribution to the investors (the “Escrow Shares”). If our annual net income
      for 2006 or 2007 as set forth in its filings with the Securities and Exchange
      Commission is less than $6.3 million or $7.7 million, respectively, a
      portion if not all of the Escrow Shares will be transferred to the investors
      based upon our actual net income, if any, for such fiscal years. In addition,
      Mr. Kwong has agreed to purchase all shares of Series A Preferred
      Stock then held by such investors at a per-share purchase price of $1.29 if
      our
      common stock shall fail to be listed or quoted for trading on the American
      Stock
      Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New York
      Stock Exchange on or before June 30, 2007. The number of shares Mr. Kwong
      will distribute to shareholders will be determined by the number of common
      stock
      that have not been sold by the investors multiplied by the shortfall in a
      valuation agreed upon by the parties. In no circumstances will the shares
      distributed by Mr. Kwong exceed 2,326,000. Each shareholder will receive a
      pro
      rata amount of shares based on the number of the shares that they hold at the
      time of distribution. In the event that Mr. Kwong transfers share to investors,
      it is anticipated that the transfer will be effected under an exemption from
      registration pursuant to the Securities Act of 1933, as amended.







We
      believe that the WestPark Capital and Kwong Kai Shun arrangements are at fair
      market value and are on terms comparable to those that would have been reached
      in arm's-length negotiations had the parties been unaffiliated at the time
      of
      the negotiations.







**Director
      Independence**





See
      Item
      10 “Directors, Officers and Corporate Governance” for a discussion of board
      member independence.





**Policy
      for Approval of Related Party Transactions**





We
      do not
      currently have a formal related party approval policy for review and approval
      of
      transactions required to be disclosed pursuant to Item 404 (a) of Regulation
      S-K. We intend to adopt such a policy once we establish an audit committee,
      which we anticipate occurring in 2007.




**Item
      14. Principal Accounting Fees and Services** **.**




During
      the fiscal years ended December 31, 2006 and 2005, we retained Dominic K.
      F. Chan & Co., Certified Public Accountants to provide services as follows:





**Fees
                for the Year Ended December 31****Services**
            
            **2006**
            
            **2005**Audit
                fees(1)
            
            $
            62,695
            
            $
            100,000Audit-related
                fees(2)
            
            
            —
            
            $
            31,141Tax
                fees(3)
            
            
            —
            
            
            —All
                other fees
            
            
            —
            
            
            —Total
                audit and non-audit fees
            
            $
            62,695
            
            $
            131,141







(1)
              These
                  are fees for professional services performed by Dominic K. F. Chan
&
                  Co., Certified Public Accountants for the audit of our annual financial
                  statements, review of our quarterly reports, review of our Registration
                  Statement on Form S-1.





(2)
            Audit-Related
                Fees consist of fees billed for assurance and related services that
                are
                reasonably related to the performance of the audit or review of the
                Company's consolidated financial statements and are not reported
                under
                "Audit Fees."




50





(3)
            “Tax
                Fees” consist of fees billed for services rendered in connection with tax
                compliance, tax advice and tax
                planning.




**Pre-Approval
      Policy**





We
      do not
      maintain an audit committee. Our Board as a whole pre-approves all services
      provided by Dominic
      K. F. Chan & Co. and
      has
      concluded that such services are compatible with Dominic
      K. F. Chan & Co. 's
      independence as our auditors.




**PART
      IV**




**Item
      15. Exhibits and Financial Statement Schedules**





1.
      Financial Statements: See “Index to Consolidated Financial Statements” in Part
      II, Item 8 of this annual report on Form 10-K.





2.
      Financial Statement Schedule: Not applicable.




3.
      Exhibits: The exhibits listed in the accompanying “Index to Exhibits” are filed
      or incorporated by reference as part of this Form 10-K.




51




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, in the City of Kowloon, Hong Kong,
      on April 17, 2007.


**Asia
              Time
              Corporation**/s/ Kwong Kai ShunKwong
              Kai ShunChief
                Executive Officer, Chief Financial Officer
              and Chairman
                of the Board




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





SIGNATURE
            
            TITLE
            
            DATE/s/
                Kwong Kai Shun
            
            Chief
                Executive Officer, Chief Financial Officer and Chairman of the Board
                (Principal Executive Officer; Principal Financial and Accounting
                Officer)
            
            April
                17, 2007Kwong
                Kai Shun/s/
                Michael Mak
            
            Director
            
            April
                17, 2007Michael
                Mak




52


**Exhibit
      Index**




Exhibit
                No.
            
            Exhibit
                Description2.1
            
            Share
                Exchange Agreement, dated as of December 15, 2006, by and among the
                Registrant, Kwong Kai Shun and Times Manufacture & E-Commerce
                Corporation, Limited (incorporated by reference from Exhibit 2.1
                to
                Current Report on Form 8-K filed with the Securities and Exchange
                Commission on January 29, 2007).3.1
            
            Certificate
                of Incorporation (incorporated by reference from Exhibit 3.1 to the
                Registration Statement on Form 10-SB (File No. 000-51981) filed with
                the
                Securities and Exchange Commission on May 5, 2006).3.2
            
            Bylaws
                (incorporated by reference from Exhibit 3.2 to the Registration Statement
                on Form 10-SB (File No. 000-51981) filed with the Securities and
                Exchange
                Commission on May 5, 2006).3.3
            
            Articles
                of Merger Effecting Name Change (incorporated by reference from Exhibit
                3.3 to Current Report on Form 8-K filed with the Securities and Exchange
                Commission on January 29, 2007).3.4
            
            Certificate
                Of Designations, Preferences And Rights Of Series A Convertible Preferred
                Stock (incorporated by reference from Exhibit 3.4 to Current Report
                on
                Form 8-K filed with the Securities and Exchange Commission on January
                29,
                2007).4.1
            
            Specimen
                Certificate of Common Stock (incorporated by reference to Exhibit
                4.1 of
                the Registrant's Registration Statement on Form SB-2 filed August
                20,
                2004).10.1
            
            Form
                of Subscription Agreement dated as of January 23, 2007 and February
                9,
                2007 (incorporated by reference from Exhibit 10.1 to Current Report
                on
                Form 8-K filed with the Securities and Exchange Commission on February
                13,
                2007).21.1
            
            List
                of Subsidiaries (incorporated by reference from Exhibit 21.1 to Current
                Report on Form 8-K filed with the Securities and Exchange Commission
                on
                January 29, 2007).31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Item 601(b)(31) of Regulation S-K, as adopted pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
            
            Certifications
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.







* This
      exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities
      Exchange Act of 1934 or otherwise subject to the liabilities of that section,
      nor shall it be deemed incorporated by reference in any filing under the
      Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
      before or after the date hereof and irrespective of any general incorporation
      language in any filings.




53


**ASIA
      TIME CORPORATION**





**FINANCIAL
      STATEMENTS**





**(Stated
      in US dollars)**





CONTENTS
            
            PAGES**DECEMBER
                31, 2006 AND 2005**Report
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheet
            
            F-3Consolidated
                Income Statement
            
            F-5Consolidated
                Statement of Stockholders’ Equity
            
            F-6Consolidated
                Statement of Cash Flows
            
            F-7Notes
                to Consolidated Financial Statements
            
            F-9**DECEMBER
                31, 2005 AND 2004**Report
                of Independent Registered Public Accounting Firm
            
            F-35Consolidated
                Balance Sheet
            
            F-36Consolidated
                Income Statement
            
            F-38Consolidated
                Statement of Stockholders’ Equity
            
            F-39Consolidated
                Statement of Cash Flows
            
            F-40Notes
                to Consolidated Financial Statements
            
            F-42




F-1




**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors and Stockholders of


Asia
      Time
      Corporation


(Formerly
      SRKP 9, Inc.)





We
      have
      audited the accompanying consolidated balance sheets of Asia Time Corporation
      (the “Company”) and its subsidiaries (collectively referred as the “Group”) as
      of December 31, 2006 and 2005, and the related consolidated income statement,
      stockholders’ equity and cash flows for the years ended December 31, 2006 and
      2005. These consolidated financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of the Company
      and
      its subsidiaries as of December 31, 2006 and 2005, and the consolidated results
      of their operations and their cash flows for the years ended December 31, 2006
      and 2005, in conformity with accounting principles generally accepted in the
      United States of America.







Dominic
      K.F. Chan & Co


Certified
      Public Accountants


Hong
      Kong


April
      12,
      2007





F-2


**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      BALANCE SHEETS**


**(Stated
      in US Dollars)**




***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$****ASSETS**Current
                Assets :Cash
                and cash equivalents
            
            
            319,814
            
            
            780,090Restricted
                cash
            
            
            4,523,679
            
            
            4,306,474Accounts
                receivable
            
            
            8,188,985
            
            
            4,829,586Prepaid
                expenses and other receivables - Note 9
            
            
            2,126,133
            
            
            394,236Tax
                prepayment
            
            
            767
            
            
            16,367Inventories,
                net - Note 10
            
            
            6,620,361
            
            
            6,584,792Prepaid
                lease payments - Note 12
            
            
            22,958
            
            
            7,993Total
                Current Assets
            
            
            21,802,697
            
            
            16,919,538Deferred
                tax assets - Note 7
            
            
            14,042
            
            
            -Plant
                and equipment, net - Note 11
            
            
            890,258
            
            
            682,901Leasehold
                lands - Note 12
            
            
            895,322
            
            
            315,939Held-to-maturity
                investments - Note 13
            
            
            301,196
            
            
            301,954Intangible
                assets - Note 14
            
            
            337,836
            
            
            584,149Restricted
                cash
            
            
            257,301
            
            
            -**TOTAL
                ASSETS**
            
            
            24,498,652
            
            
            18,804,481**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****LIABILITIES**Current
                Liabilities :Accounts
                payable
            
            
            770,360
            
            
            1,236,418Other
                payables and accrued liabilities - Note 15
            
            
            190,358
            
            
            145,249Advance
                from related parties - Note 16
            
            
            33,000
            
            
            28,854Income
                tax payable
            
            
            1,453,051
            
            
            864,205Unearned
                income - Note 17
            
            
            -
            
            
            1,598,314Bank
                borrowings - Note 18
            
            
            13,205,167
            
            
            10,064,129Total
                Current Liabilities
            
            
            15,651,936
            
            
            13,937,169Deferred
                tax liabilities - Note 7
            
            
            31,711
            
            
            -**TOTAL
                LIABILITIES**
            
            
            15,683,647
            
            
            13,937,169**COMMITMENTS
                AND CONTINGENCIES - Note 20**




See
      notes
      to Consolidated Financial Statements




F-3


**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      BALANCE SHEETS (Cont’d)**


**(Stated
      in US Dollars)**





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$****STOCKHOLDERS’
                EQUITY**Preferred
                stockPar
                value : 2006 - US$0.0001 (2005 - none)Authorized:
                2006 - 10,000,000 shares (2005 - none)Issued
                and outstanding: 2006 - none issued (2005 - none)
            
            
            -
            
            
            -Common
                stockPar
                value : 2006 - US$0.0001 (2005 - US$0.0001)Authorized:
                2006 - 100,000,000 shares (2005 - 100,000,000)Issued
                and outstanding: 2006 - 23,156,629 shares (2005 -
                23,156,629)
            
            
            2,316
            
            
            2,316Additional
                paid-in capital
            
            
            656,095
            
            
            653,928Accumulated
                other comprehensive income
            
            
            7,470
            
            
            13,549Retained
                earnings
            
            
            8,149,124
            
            
            4,197,519**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            8,815,005
            
            
            4,867,312**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            
            24,498,652
            
            
            18,804,481




See
      notes
      to consolidated financial statements




F-4


**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      STATEMENT****OF INCOME**


**(Stated
      in US Dollars** )




***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Net
                sales
            
            
            81,134,275
            
            
            63,078,409Cost
                of sales - Note 22
            
            
            (71,393,755
            )
            
            (56,813,199
            )Gross
                profit
            
            
            9,740,520
            
            
            6,265,210Depreciation
            
            
            (325,995
            )
            
            (259,127
            )Administrative
                and other operating expenses - Note 23
            
            
            (1,291,837
            )
            
            (1,436,069
            )Income
                from operations
            
            
            8,122,688
            
            
            4,570,014Other
                income - Note 5
            
            
            661,587
            
            
            1,094,772Interest
                expenses - Note 6
            
            
            (1,060,536
            )
            
            (514,637
            )Income
                before taxes
            
            
            7,723,739
            
            
            5,150,149Income
                taxes - Note 7
            
            
            (1,325,761
            )
            
            (948,933
            )Net
                income
            
            
            6,397,978
            
            
            4,201,216Earnings
                per share of common stock - Note 8-
                Basic
            
            
            0.27
            
            
            0.18-
                Diluted
            
            
            0.25
            
            
            0.16Weighted
                average number of common stock - Note 8-
                Basic
            
            
            23,156,629
            
            
            23,156,629-
                Diluted
            
            
            25,406,977
            
            
            25,406,977




See
      notes
      to consolidated financial statements




F-5


**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      STATEMENTS OF**


**SHAREHOLDERS’
      EQUITY**


**(Stated
      in US Dollars)**


***Accumulated******Additional***
              
              ***other******Common
                  stock***
              
              ***paid-in***
              
              ***comprehensive***
              
              ***Retained******Shares***
              
              ***Amount***
              
              ***capital***
              
              ***income***
              
              ***earnings***
              
              ***Total*******
              **$**
              ****
              **$**
              ****
              **$**
              ****
              **$**
              
              $Balance,
                  January 1, 2005
              
              
              23,156,629
              
              
              2,316
              
              
              653,928
              
              
              412
              
              
              639,151
              
              
              1,295,807Comprehensive
                  incomeNet
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,201,216
              
              
              4,201,216Foreign
                  currency translationadjustments
              
              
              -
              
              
              -
              
              
              -
              
              
              13,137
              
              
              -
              
              
              13,137Total
                  comprehensive income
              
              
              -
              
              
              -
              
              
              -
              
              
              13,137
              
              
              4,201,216
              
              
              4,214,353Dividends
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (642,848
              )
              
              (642,848
              )Balance,
                  December 31, 2005
              
              
              23,156,629
              
              
              2,316
              
              
              653,928
              
              
              13,549
              
              
              4,197,519
              
              
              4,867,312Issuance
                  of common stock
              
              
              -
              
              
              -
              
              
              2,167
              
              
              -
              
              
              -
              
              
              2,167Comprehensive
                  incomeNet
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,397,978
              
              
              6,397,978Foreign
                  currency translationadjustments
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,079
              )
              
              -
              
              
              (6,079
              )Total
                  comprehensive income
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,079
              )
              
              6,397,978
              
              
              6,391,899Dividends
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,446,373
              )
              
              (2,446,373
              )***Balance,
                  December 31, 2006***
              
              
              23,156,629
              
              
              2,316
              
              
              656,095
              
              
              7,470
              
              
              8,149,124
              
              
              8,815,005




See
      notes
      to consolidated financial statements




F-6


**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      STATEMENTS OF**


**CASH
      FLOWS**


**(Stated
      in US Dollars)**




***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$****Cash
                flows from operating activities**Net
                income
            
            
            6,397,978
            
            
            4,201,216Adjustments
                to reconcile net income to net cash flowsprovided
                by operating activities :Amortisation
                of intangible assets
            
            
            154,436
            
            
            154,438Amortisation
                of leasehold lands
            
            
            23,247
            
            
            7,968Depreciation
            
            
            325,995
            
            
            259,127Loss
                on disposal of plant and equipment
            
            
            7,715
            
            
            -Gain
                on disposal of intangible assets
            
            
            (210,594
            )
            
            -Income
                taxes
            
            
            1,325,761
            
            
            948,933Changes
                in operating assets and liabilities :Accounts
                receivable
            
            
            (3,369,347
            )
            
            (1,445,937
            )Prepaid
                expenses and other receivables
            
            
            (1,731,789
            )
            
            334,759Inventories
            
            
            (52,056
            )
            
            (2,633,977
            )Accounts
                payable
            
            
            (462,658
            )
            
            (573,017
            )Other
                payables and accrued liabilities
            
            
            45,445
            
            
            103,007Advance
                from related parties
            
            
            4,237
            
            
            (60,511
            )Income
                tax payable
            
            
            (701,921
            )
            
            (199,079
            )Unearned
                income
            
            
            (1,593,280
            )
            
            (1,603,082
            )Net
                cash flows provided by / (used in) operating activities
            
            
            163,169
            
            
            (506,155
            )**Cash
                flows from investing activities**Acquisition
                of leasehold lands
            
            
            (618,025
            )
            
            (330,884
            )Acquisition
                of held-to-maturity investments
            
            
            -
            
            
            (301,007
            )Acquisition
                of plant and equipment
            
            
            (544,678
            )
            
            (243,504
            )Proceeds
                from disposal of plant and equipment
            
            
            2,031
            
            
            -Proceeds
                from disposal of intangible assets
            
            
            300,849
            
            
            -Net
                cash flows used in investing activities
            
            
            (859,823
            )
            
            (875,395
            )**Cash
                flows from financing activities**Proceeds
                from issuance of common stocks
            
            
            2,167
            
            
            -Proceeds
                from new short-term bank loans
            
            
            1,700,622
            
            
            346,622Repayment
                of short-term bank loans
            
            
            (525,535
            )
            
            (408,211
            )Net
                advancement of other bank borrowings
            
            
            1,789,269
            
            
            2,946,182Increase
                in restricted cash
            
            
            (484,997
            )
            
            (755,170
            )Increase/(decrease)
                in bank overdrafts
            
            
            199,893
            
            
            (250,997
            )Dividends
                paid
            
            
            (2,446,373
            )
            
            (642,848
            )Net
                cash flows provided by financing activities
            
            
            235,046
            
            
            1,235,578Net
                increase in cash and cash equivalents
            
            
            (461,608
            )
            
            (145,972
            )Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            1,332
            
            
            14,575Cash
                and cash equivalents - beginning of year
            
            
            780,090
            
            
            911,487Cash
                and cash equivalents - end of year
            
            
            319,814
            
            
            780,090





See
      notes
      to consolidated financial statements




F-7





**ASIA
      TIME CORPORATION**


**(formerly
      known as SRKP 9, Inc.)**





**CONSOLIDATED
      STATEMENTS OF**


**CASH
      FLOWS (Cont’d)**


**(Stated
      in US Dollars)**




***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Supplemental
                disclosures for cash flow information :Cash
                paid for :Interest
            
            
            1,060,536
            
            
            514,637Income
                taxes
            
            
            701,921
            
            
            199,079





See
      notes
      to consolidated financial statements **.**




F-8


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**1.**
            **Change
                of company name**





Effect
      from January 23, 2007, the Company changed its name from SRKP 9, Inc. to Asia
      Time Corporation (the “Company”).





**2.**
            **Corporation
                information****and
                reorganization**





Asia
      Time
      Corporation (the “Company”) (formerly SRKP 9, Inc.) was incorporated in the
      State of Delaware on January 3, 2006.





Recapitalisation





The
      Company entered into an Exchange Agreement dated December 15, 2006 (the
“Exchange Agreement”) with Times Manufacture & E-Commerce Corporation
      Limited, a British Virgin Islands corporation (“Times Manufacture”) and Mr.
      Kwong Kai Shun, the sole shareholder of the 100% of the capital shares of Times
      Manufacture, (“Original Shareholder”). The closing of the Exchange Agreement
      occurred on January 23, 2007.





The
      Company effectuated a 1.371188519-for-one stock reverse split in the course
      of
      the share exchange process such that there were 3,702,209 shares of common
      stock
      outstanding immediately prior to the closing of the Exchange
      Agreement.





At
      the
      closing of the Exchange Agreement, the Company acquired all of Times
      Manufacture’s capital shares (the “Times Manufacture Shares”) from the Original
      Shareholder, and the Original Shareholder transferred and contributed all of
      his
      Times Manufacture Shares to the Company. In exchange, the Company issued
      19,454,420 shares of its Common Stock to the Original Shareholder.





As
      a
      result of the closing of the Exchange Agreement, Times Manufacture became the
      wholly owned subsidiary of the Company and became the Company’s main operational
      business. The Exchange transaction, for accounting and financial reporting
      purposes, is deemed to be a reverse takeover transaction (“RTO”).





The
      RTO
      has been accounted for as a recapitalization of the Company whereby the
      historical financial statements and operations of Times Manufacture become
      the
      historical financial statements of the Company, with no adjustment to the
      carrying value of the assets and liabilities. The accompanying consolidated
      financial statements reflect the recapitalization of the stockholders’ equity as
      if the transaction occurred as of the beginning of the first period
      presented.





For
      the
      purpose of presenting the financial statements on a consistent basis, the
      consolidated financial statements have been prepared as if the Company had
      been
      in existence since the beginning of the earliest period presented and throughout
      the whole periods covered by these financial statements, though SRKP 9, Inc.
      is
      established in January 2006 and therefore the figures presented for the common
      stock of the Company as a recapitalization in Year 2005 is for comparative
      purpose.




F-9





ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Corporation
                information****and
                reorganization (Cont’d)**





Restructuring





For
      the
      purpose of RTO, the companies comprising Times Manufacture group underwent
      the
      restructuring on December, 2005 (the “Re-structuring”), Times Manufacture
      acquired all of the outstanding and issued shares of common stock of its
      subsidiaries (including Times Manufacturing & E-Commerce Corporation Limited
      (“TMEHK”), Billion Win International Enterprise Limited (“BW”), Citibond
      Industrial Limited (“CI”), Goldcome Industrial Limited (“GI”) and Megamooch
      International Limited (“MI”)) from their then existing stockholders in
      consideration for the issuance of 20,000 shares of $1 each of the company’s
      voting common stock, representing 99.99% of the voting power in Times
      Manufacture.





Times
      Manufacture Corporate Structure - Before Restructuring








F-10




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Corporation
                information****and
                reorganization (Cont’d)**





Times
      Manufacture Corporate Structure - After Restructuring







**3.**
            **Description
                of business**





The
      Company and its subsidiaries is engaged in trading of completed watches and
      watch components.





Name
                of company
            
            Place
                and date of
              incorporation
            
            Issued
                and fully paid
              capital
            
            Principal
                activitiesTimes
                Manufacture & E-Commerce Corporation Ltd
            
            British
                Virgin Islands
              March
                21, 2002
            
            US$20,002
              Ordinary
            
            Investment
                holdingTimes
                Manufacturing & E-Commerce Corporation Ltd
            
            British
                Virgin Islands
              January
                2, 2002
            
            US$20,000
              Ordinary
            
            Investment
                holdingBillion
                Win International Enterprise Ltd (“BW”)
            
            Hong
                Kong
              March
                5, 2001
            
            HK$5,000,000
              Ordinary
            
            Trading
                of watch componentsGoldcome
                Industrial Ltd (“GI”)
            
            Hong
                Kong
              March
                2, 2001
            
            HK$10,000
              Ordinary
            
            Trading
                of watch componentsCitibond
                Industrial Ltd (“CI”)
            
            Hong
                Kong
              February
                28, 2003
            
            HK$1,000
              Ordinary
            
            Trading
                of watch componentsMegamooch
                International Ltd (“MI”)
            
            Hong
                Kong
              April
                2, 2001
            
            HK$100
              Ordinary
            
            Trading
                of watches and watch componentsTME
                Enterprise Ltd
            
            British
                Virgin Islands
              November
                28, 2003
            
            US$2
              Ordinary
            
            Investment
                holdingCitibond
                Design Ltd
            
            British
                Virgin Islands
              August
                1, 2003
            
            US$2
              Ordinary
            
            InactiveMegamooch
                Online Ltd
            
            British
                Virgin Islands
              June
                6, 2003
            
            US$2
              Ordinary
            
            Trading
                of watches and watch components





F-11


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting
                policies**





Basis
      of presentation and consolidation





On
      January 23, 2007, the RTO were completed. Accordingly, accounting for
      recapitalization is adopted for the preparation of consolidated financial
      statements. Generally, this means that the consolidated financial statements
      are
      issued under the name of the legal parent, the Company, but a continuation
      of
      consolidated financial statements of Times Manufacture.





The
      comparative figures represent the financial position of Times Manufacture group
      and the results of their operations and their cash flows.





On
      December, 2005, the Restructuring was completed and accordingly, accounting
      for
      recapitalization is adopted for the preparation of the comparative figures
      of
      the consolidated financial statements. It means that the consolidated financial
      statements for the year ended December 31, 2005 are issued under the name of
      the
      legal parent, Times Manufacture, but includes the consolidated financial
      statements of TME Enterprise Limited, Citibond Design Limited and Megamooch
      Online Limited and the combined financial statements of TMEHK, BW, CI, GI and
      MI.





The
      accompanying consolidated financial statements of the Company have been prepared
      in accordance with generally accepted accounting principles in the United States
      of America.





The
      consolidated financial statements include the accounts of the Company and its
      subsidiaries. All significant inter-company accounts and transactions have
      been
      eliminated in consolidation.





The
      results of subsidiaries acquired or disposed of during the years are included
      in
      the consolidated income statement from the effective date of acquisition or
      up
      to the effective date of disposal.





The
      Company also evaluates consolidation of entities under Financial Accounting
      Standards Board (FASB) Interpretation No.46, “Consolidation of Variable Interest
      Entities” (FIN 46). FIN 46 requires management to evaluate whether an entity or
      interest is a variable interest entity and whether the Company is the primary
      beneficiary. Consolidation is required if both of these criteria are met. The
      Company does not have any variable interest entities requiring consolidation.





Use
      of
      estimates





In
      preparing financial statements in conformity with accounting principles
      generally accepted in the United States of America, management makes estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the dates of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting periods. These accounts and estimates include, but are not limited
      to,
      the valuation of accounts receivable, inventories, deferred income taxes and
      the
      estimation on useful lives of property, plant and equipment and intangible
      assets. Actual results could differ from those estimates.





F-12


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Concentrations
      of credit risk





Financial
      instruments that potentially subject the Group to significant concentrations
      of
      credit risk consist principally of accounts receivable. The Group extends credit
      based on an evaluation of the customer’s financial condition, generally without
      requiring collateral or other security. In
      order
      to minimize the credit risk, the management of the Group has delegated a team
      responsibility for determination of credit limits, credit approvals and other
      monitoring procedures to ensure that follow-up action is taken to recover
      overdue debts. Further, the
      Group
      reviews the recoverable amount of each individual trade debt at each balance
      sheet date to ensure that adequate impairment losses are made for irrecoverable
      amounts. In this regard, the directors of the Group consider that the Group’s
      credit risk is significantly reduced. Other
      than set forth below, no customers represented 10% or more of the Group’s net
      sales and accounts receivable.





At
      December 31, 2006 and 2005, customers represented 10% or more of the Group’s net
      sales and their related accounts receivable are:





**Year
                ended December 31****2006**
            
            **2005**$
            
            
            $Net
                sales
            
            
            18,522,641
            
            
            22,160,635Accounts
                receivable
            
            
            1,463,565
            
            
            -




Cash
      and cash equivalents





Cash
      and
      cash equivalents include all cash, deposits in banks and other highly liquid
      investments with initial maturities of three months or less.




Restricted
      cash





Deposits
      in banks for securities of bank overdrafts and borrowings that are restricted
      in
      use are classified as restricted cash.




Accounts
      receivable





Accounts
      receivable are stated at original amount less allowance made for doubtful
      receivables, if any, based on a review of all outstanding amounts at the year
      end. An allowance is also made when there is objective evidence that the Group
      will not be able to collect all amounts due according to original terms of
      receivables. Bad debts are written off when identified. The Group extends
      unsecured credit to customers in the normal course of business and believes
      all
      accounts receivable in excess of the allowances for doubtful receivables to
      be
      fully collectible. The Group does not accrue interest on trade accounts
      receivable.




F-13




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Accounts
      receivable (Cont’d)





During
      the reporting years, the Group had no bad debt experienced and, accordingly,
      did
      not make any allowance for doubtful debts.




Inventories





Inventories
      are stated at the lower of cost or market. Cost is determined on a first-in,
      first-out basis and includes only purchase costs. There are no significant
      freight charges, inspection costs and warehousing costs incurred for any of
      the
      periods presented. In assessing the ultimate realization of inventories, the
      management makes judgments as to future demand requirements compared to current
      or committed inventory levels. The Group’s reserve requirements generally
      increase as the management projected demand requirements; decrease due to market
      conditions, product life cycle changes. During the reporting years, the Company
      did not make any allowance for slow-moving or defective
      inventories.




Leasehold
      land





Leasehold
      lands, representing upfront payment for land use rights, are capitalized at
      their acquisition cost and amortized using the straight-line method over the
      lease terms.




Intangible
      assets





Intangible
      assets with limited useful lives are stated at cost less accumulated
      amortisation and accumulated impairment losses.





Amortisation
      of intangible assets is provided using the straight-line method over their
      estimated useful lives at the following annual rates :-





Trademarks
            
            
            20
            %Websites
            
            
            20
            %





F-14


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Held-to-maturity
      investments





The
      company’s policies for investments in debt and equity securities are as
      follows:





Non-derivative
      financial assets with fixed or determinable payments and fixed maturities that
      the company has the positive ability and intention to hold to maturity are
      classified as held-to-maturity securities. Held-to-maturity securities are
      initially recognised in the balance sheet at fair value plus transaction costs.
      Subsequently, they are stated in the balance sheet at amortised cost using
      the
      effective interest method less any identified impairment losses.





Investments
      are recognised / derecognised on the date the company commits to  purchase
      / sell the investments or they expire.




Plant
      and equipment





Plant
      and
      equipment are stated at cost less accumulated depreciation. Cost represents
      the
      purchase price of the asset and other costs incurred to bring the asset into
      its
      existing use. Maintenance, repairs and betterments, including replacement of
      minor items, are charged to expense; major additions to physical properties
      are
      capitalized.





Depreciation
      of plant and equipment is provided using the straight-line method over their
      estimated useful lives at the following annual rates :-





Buildings
            
            over
                the unexpired lease termFurniture
                and fixtures
            
            
            20
                - 25
            %Office
                equipment
            
            
            25
                - 33
            %Machinery
                and equipment
            
            
            25
                - 33
            %Moulds
            
            
            33
            %Motor
                vehicles
            
            
            25
                - 33
            %





Upon
      sale
      or disposition, the applicable amounts of asset cost and accumulated
      depreciation are removed from the accounts and the net amount less proceeds
      from
      disposal is charged or credited to income.




Impairment
      of long-lived assets





Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of the assets may not be recoverable. The
      Group recognizes impairment of long-lived assets in the event that the net
      book
      values of such assets exceed the future undiscounted cashflows attributable
      to
      such assets.





No
      impairment of long-lived assets was recognized for any of the years
      presented.





F-15


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Revenue
      recognition





Revenue
      from sales of the Group’s products is recognized when the significant risks and
      rewards of ownership have been transferred to the buyer at the time of delivery
      and the sales price is fixed or determinable and collection is reasonably
      assured.




Unearned
      income





Unearned
      income is revenue received from customers for the goods sold or services
      rendered that the earning process has not been completed as the significant
      risks and rewards for the performance of services or goods being sold has not
      transferred from the Group to the customers taking into account the conditions
      as stipulated in SFAS No. 48 have not all been satisfied and it is impracticable
      to ascertain a reasonable estimate of loss or provision without sufficient
      objective evidence in quantified amount.




Advertising
      expenses





Advertising
      expenses are charged to expense as incurred.





Advertising
      expenses amounted to $2,502 and $19,718 during 2006 and 2005 respectively are
      included in administrative and other operating expenses.




Income
      taxes





The
      Group
      uses the asset and liability method of accounting for income taxes pursuant
      to
      SFAS No. 109 “Accounting for Income Taxes”. Under the asset and liability method
      of SFAS 109, deferred tax assets and liabilities are recognized for the future
      tax consequences attributable to temporary differences between the financial
      statements carrying amounts of existing assets and liabilities and loss carry
      forwards and their respective tax bases. Deferred tax assets and liabilities
      are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. Valuation allowances are established when necessary to reduce deferred
      tax assets to the amount expected to be realized.





F-16


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Comprehensive
      income





The
      Group
      has adopted SFAS 130, “Reporting Comprehensive Income”, which establishes
      standards for reporting and display of comprehensive income, its components
      and
      accumulated balances. Accumulated other comprehensive income represents the
      accumulated balance of foreign currency translation adjustments of the Group.




Foreign
      currency translation





The
      functional currency of the Group is Hong Kong dollars (“HK$”). The Group
      maintains its financial statements in the functional currency. Monetary assets
      and liabilities denominated in currencies other than the functional currency
      are
      translated into the functional currency at rates of exchange prevailing at
      the
      balance sheet dates. Transactions denominated in currencies other than the
      functional currency are translated into the functional currency at the exchanges
      rates prevailing at the dates of the transaction. Exchange gains or losses
      arising from foreign currency transactions are included in the determination
      of
      net income for the respective periods.





For
      financial reporting purposes, the financial statements of the Group which are
      prepared using the functional currency have been translated into United States
      dollars. Assets and liabilities are translated at the exchange rates at the
      balance sheet dates and revenue and expenses are translated at the average
      exchange rates and stockholders’ equity is translated at historical exchange
      rates. Any translation adjustments resulting are not included in determining
      net
      income but are included in foreign exchange adjustment to other comprehensive
      income, a component of stockholders’ equity.





2006
            
            2005Year
                end HK$ : US$ exchange rate
            
            
            7.7730
            
            
            7.7535Average
                yearly HK$ : US$ exchange rate
            
            
            7.7783
            
            
            7.7778




Fair
      value of financial instruments





The
      carrying values of the Group’s financial instruments, including cash and cash
      equivalents, restricted cash, trade and other receivables, deposits, trade
      and
      other payables approximate their fair values due to the short-term maturity
      of
      such instruments. The
      carrying amounts of borrowings approximate their fair values because the
      applicable interest rates approximate current market rates.




F-17


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Basic
      and diluted earnings per share





The
      Company reports basic earnings or loss per share in accordance with SFAS No.
      128, “Earnings Per Share”. Basic earnings per share is computed using the
      weighted average number of shares outstanding during the periods presented.
      The
      weighted average number of shares of the Company represents the common stock
      outstanding during the years.




Recent
      accounting pronouncements





In
      November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      151, “Inventory costs - an amendment of ARB No. 43, Chapter 4.” (“SFAS 151”).
      SFAS 151 amends ARB 43, Chapter 4 to clarify that “abnormal” amount of idle
      freight, handling costs and spoilage should be recognized as current period
      charges. SFAS 151 is effective for inventory costs incurred during fiscal years
      beginning after June 15, 2005.





In
      December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS
      123R”), which revises SFAS No. 123, “Accounting for Stock Based Compensation”,
      and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB
      25
      and the intrinsic value method of accounting, and requires companies to
      recognize in the financial statements the cost of employee services received
      in
      exchange for awards of equity instruments, based on the grant-date fair value
      of
      those awards. This cost is to be recognized over the period during which an
      employee is required to provide service in exchange for the award (typically
      the
      vesting period). SFAS 123R also requires that benefits associated with tax
      deductions in excess of recognized compensation cost be reported as a financing
      cash inflow, rather than as an operating cash flow as required under current
      literature.





SFAS
      123R
      permits companies to adopt its requirements using either a “modified
      prospective” method, or a “modified retrospective” method.





Under
      the
“modified prospective” method, compensation cost is recognized in the financial
      statements beginning with the effective date, based on the requirements of
      SFAS
      123R for all share-based awards granted or modified after that date, and based
      on the requirements of SFAS 123 for all unvested awards granted prior to the
      effective date of SFAS 123R. Under the “modified retrospective” method, the
      requirements are the same as under the “modified prospective” method, but this
      method also permits entities to restate financial statements of previous periods
      based on proforma disclosures made in accordance with SFAS 123. The Company
      is
      adopting SFAS 123R effective January 1, 2006 using the modified prospective
      method.




F-18


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Recent
      accounting pronouncements (Cont’d)





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”
(“SFAS 154”), which changes the requirements for the accounting for and
      reporting of a change in accounting principle. The statement requires
      retrospective application to prior period financial statements of changes in
      accounting principle, unless impracticable to do so. It also requires that
      a
      change in the depreciation, amortization, or depletion method for long-lived
      non-financial assets be accounted as a change in accounting estimate, effected
      by a change in accounting principle. Accounting for error corrections and
      accounting estimate changes will continue under the guidance in APB Opinion
      20,
“Accounting Changes”, as carried forward in this pronouncement. The statement is
      effective for fiscal years beginning after December 15, 2005.





In
      November 2005, the FASB issued FSP Nos. FAS 115-1 and 124-1, “The Meaning of
      Other-Than-Temporary Impairment and Its Application to Certain Investments.”
This FSP addresses the determination as to when an investment is considered
      impaired, whether the impairment is ‘other-than-temporary’, and the measurement
      of an impairment loss. The investment is impaired if the fair value is less
      than
      cost. The impairment is ‘other-than-temporary’ for equity securities and debt
      securities that can contractually be prepaid or otherwise settled in such a
      way
      that the investor would not recover substantially all of its cost. If
‘other-than-temporary’, an impairment loss shall be recognized in earnings equal
      to the difference between the investment’s cost and its fair value. The guidance
      in this FSP is effective in reporting periods beginning after December 15,
      2005.





In
      February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
      Financial Instruments, which amends SFAS No. 133, Accounting for Derivative
      Instruments and Hedging Activities (“SFAS No. 155”), and SFAS No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities. SFAS No. 155 simplifies the accounting for certain derivatives
      embedded in other financial instruments by allowing them to be accounted for
      as
      a whole if the holder elects to account for the whole instrument on a fair
      value
      basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS
      No. 133 and SFAS No. 140. SFAS No. 155 is effective for all financial
      instruments acquired, issued or subject to a remeasurement event occurring
      in
      fiscal years beginning after September 15, 2006. Earlier adoption is permitted,
      provided the Company has not yet issued financial statements, including for
      interim periods, for that fiscal year. The Company does not believe the adoption
      of SFAS No. 155 will have a material impact on the Company’s consolidated
      financial position or results of operations.





F-19


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Recent
      accounting pronouncements (Cont’d)





The
      FASB
      released SFAS No. 156, “Accounting for Servicing of Financial Assets,” to
      simplify accounting for separately recognized servicing assets and servicing
      liabilities. SFAS No. 156 amends SFAS No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 156
      permits an entity to choose either the amortization method or the fair value
      measurement method for measuring each class of separately recognized servicing
      assets and servicing liabilities after they have been initially measured at
      fair
      value. SFAS No. 156 applies to all separately recognized servicing assets and
      liabilities acquired or issued after the beginning of an entity’s fiscal year
      that begins after September 15, 2006. SFAS No. 156 will be effective for the
      Company as of December 31, 2006, the beginning of the Company’s 2007 fiscal
      year. The Company does not believe the adoption of SFAS No. 156 will have a
      material impact on the Company’s consolidated financial position or results of
      operations.





In
      July
      2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
      interpretation requires that we recognize in our financial statements, the
      impact of a tax position, if that position is more likely than not of being
      sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year,
      with the cumulative effect of the change in accounting principle recorded as
      an
      adjustment to opening retained earnings. The Company is currently evaluating
      the
      effect of FIN 48 on its financial statements.





In
      September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value, and expands disclosures about fair value measurements. This Statement
      shall be effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. Earlier
      application is encouraged, provided that the reporting entity has not yet issued
      financial statements for that fiscal year, including any financial statements
      for an interim period within that fiscal year. The provisions of this statement
      should be applied prospectively as of the beginning of the fiscal year in which
      this Statement is initially applied, except in some circumstances where the
      statement shall be applied retrospectively. The Company is currently evaluating
      the effect, if any, of SFAS 157 on its financial statements.




F-20


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**4.**
            **Summary
                of significant accounting policies
                (Cont’d)**





Recent
      accounting pronouncements (Cont’d)





The
      FASB
      released SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and
      Other Postretirement Plans: an amendment of FASB Statements No. 87, 88, 106,
      and
      132(R),” which requires an employer to recognize the over funded or under funded
      status of defined benefit and other postretirement plans as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through an adjustment
      to comprehensive income. This statement also requires an employer to measure
      the
      funded status of a plan as of the date of its year-end statement of financial
      position, with limited exceptions. The Company is required to initially
      recognize the funded status of its defined benefit and other postretirement
      plans as of December 31, 2006, and to provide the required disclosures in the
      Company’s 2006 annual report on Form 10-KSB. The Company is assessing the impact
      on the adoption of SFAS No. 158 will have on the Company’s consolidated
      financial position.





On
      February 15, 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of SFAS
      No.
      115.” The fair value option established by SFAS No. 159 permits all entities to
      choose to measure eligible items at fair value at specified election dates.
      A
      business entity will report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings (or another performance indicator
      if the business entity does not report earnings) at each subsequent reporting
      date. The fair value option: (a) may be applied instrument by instrument, with
      a
      few exceptions, such as investments otherwise accounted for by the equity
      method; (b) is irrevocable (unless a new election date occurs); and (c) is
      applied only to entire instruments and not to portions of instruments. SFAS
      No.
      159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of the previous fiscal year provided that the entity makes that choice in the
      first 120 days of that fiscal year and also elects to apply the provisions
      of
      SFAS. No.157. The Company does not early adopt this statement.




F-21


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**5.**
            **Other
                income**




***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Bank
                interest income
            
            
            208,854
            
            
            76,358Commission
                income
            
            
            -
            
            
            771,432Dividend
                income
            
            
            8,977
            
            
            4,481Gain
                on disposal of intangible assets
            
            
            210,594
            
            
            -Insurance
                compensation
            
            
            -
            
            
            8,325Licence
                fee of intangible assets
            
            
            167,138
            
            
            167,141Net
                exchange gains
            
            
            1,078
            
            
            1,302Other
                interest income
            
            
            18,635
            
            
            49,440Rental
                income
            
            
            46,284
            
            
            -Sundry
                income
            
            
            27
            
            
            16,293661,587
            
            
            1,094,772




**6.**
            **Interest
                expenses**





***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Interest
                on bank trust receipts
            
            
            981,184
            
            
            457,983Interest
                on short-term bank loans
            
            
            25,322
            
            
            6,254Interest
                on bank overdrafts
            
            
            54,030
            
            
            45,302Interest
                on other loans
            
            
            -
            
            
            5,0981,060,536
            
            
            514,637




**7.**
            **Income
                taxes**





***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Hong
                Kong profits taxCurrent
                year
            
            
            1,311,479
            
            
            948,933Over
                provision in prior year
            
            
            (3,375
            )
            
            -1,308,104
            
            
            948,933Deferred
                taxes
            
            
            17,657
            
            
            -1,325,761
            
            
            948,933





F-22


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**7.**
            **Income
                taxes (Cont’d)**





The
      following table accounts for the differences between the actual tax provision
      and the amounts obtained by applying the applicable statutory income tax rate
      of
      17.5% to income before taxes for the years ended December 31, 2006 and 2005
      respectively.





***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Income
                before taxes
            
            
            7,723,739
            
            
            5,150,149Provision
                for income taxes at Hong Kong incometax
                rate
            
            
            1,351,654
            
            
            901,276Recognition
                of temporary differences not recognized previously
            
            
            24,659
            
            
            -Temporary
                differences not recognised
            
            
            (12,377
            )
            
            45,927Income
                not subject to tax
            
            
            (43,870
            )
            
            (14,147
            )Non-deductible
                expenses for income tax purposes
            
            
            7,363
            
            
            27Over
                provision in prior year
            
            
            (3,375
            )
            
            -Utilisation
                of tax losses not recognized previously
            
            
            -
            
            
            (35,068
            )Unused
                tax losses not recognised
            
            
            1,707
            
            
            50,9181,325,761
            
            
            948,933





The
      major
      components of deferred tax recognized in the consolidated balance sheets as
      of
      December 31, 2006 and 2005 are as follows :-





***At
                December 31******2006***
            
            ***2005*****$**
            ****
            **$**Temporary
                difference on accelerated taxdepreciation
                on plant and equipment
            
            
            17,669
            
            
            -Deferred
                tax liabilities, net
            
            
            17,669
            
            
            -Recognized
                in the balance sheet:Net
                deferred tax assets
            
            
            (14,042
            )
            
            -Net
                deferred tax liabilities
            
            
            31,711
            
            
            -17,669
            
            
            -





F-23


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**8.**
            **Earnings
                per share**





As
      per
      Note 24, the Company has placed 1,749,028 and 501,320 shares of Convertible
      preferred stock on January 23, 2007 and February 9, 2007 respectively. These
      2,250,348 shares of convertible preferred stock are issued at $1.29 and being
      eligible to be converted in the ratio of 1:1 into each share of common stock.
      The Earnings Per Share on a dilutive basis has been calculated with the
      assumption that all such convertible preferred stock have been fully converted
      into common stock, resulting in 25,406,977 shares of common stock being
      outstanding as if in the periods presented that form the basis for the number
      of
      common stock being outstanding on a dilutive earnings per share
      calculation.




**9.**
            **Prepaid
                expenses and other
                receivables**





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Rental
                receivable
            
            
            46,314
            
            
            -Interest
                receivable
            
            
            20,218
            
            
            -Purchase
                deposits paid
            
            
            1,530,372
            
            
            361,221Sales
                proceeds of intangible assets receivable
            
            
            301,042
            
            
            -Other
                deposits and prepayments
            
            
            228,187
            
            
            33,0152,126,133
            
            
            394,236




**10.**
            **Inventories**




***At
                December 31******2006***
            
            ***2005******$***
            
            ***$***Merchandises,
                at cost - completed watches
            
            
            1,745,648
            
            
            3,630,754Merchandises,
                at cost - watch movements
            
            
            4,874,713
            
            
            2,954,0386,620,361
            
            
            6,584,792





F-24


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**11.**
            **Plant
                and equipment**





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$***Cost*Buildings
            
            
            242,350
            
            
            104,008Furniture
                and fixtures
            
            
            492,866
            
            
            478,811Office
                equipment
            
            
            145,911
            
            
            137,410Machinery
                and equipment
            
            
            321,626
            
            
            128,974Moulds
            
            
            384,665
            
            
            230,863Motor
                vehicles
            
            
            45,928
            
            
            26,3751,633,346
            
            
            1,106,441*Accumulated
                depreciation*Buildings
            
            
            8,441
            
            
            2,542Furniture
                and fixtures
            
            
            237,508
            
            
            140,271Office
                equipment
            
            
            100,612
            
            
            68,766Machinery
                and equipment
            
            
            93,475
            
            
            32,447Moulds
            
            
            276,936
            
            
            153,139Motor
                vehicles
            
            
            26,116
            
            
            26,375743,088
            
            
            423,540*Net*Buildings
            
            
            233,909
            
            
            101,466Furniture
                and fixtures
            
            
            255,358
            
            
            338,540Office
                equipment
            
            
            45,299
            
            
            68,644Machinery
                and equipment
            
            
            228,151
            
            
            96,527Moulds
            
            
            107,729
            
            
            77,724Motor
                vehicles
            
            
            19,812
            
            
            -890,258
            
            
            682,901





Depreciation
      expenses included in administrative and other operating expenses for the years
      ended 2006 and 2005 are $325,995 and $259,127 respectively.





As
      at
      December, 2006 and 2005, the carrying amount of buildings pledged as security
      for the Group’s banking facilities amounted to $233,909 and $101,466
      respectively.




F-25


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**12.**
            **Leasehold
                lands**




***At
                December 31******2006***
            
            ***2005******$***
            
            ***$****Cost*
            
            
            949,514
            
            
            331,924*Accumulated
                amortization*
            
            
            31,234
            
            
            7,992*Net*
            
            
            918,280
            
            
            323,932Analyzed
                for reporting purposes as:Current
                asset
            
            
            22,958
            
            
            7,993Non-current
                asset
            
            
            895,322
            
            
            315,939918,280
            
            
            323,932




Amortisation
      expenses included in administrative and other operating expenses for the years
      ended 2006 and 2005 are $23,247 and $7,968 respectively.





As
      at
      December, 2006 and 2005, the carrying amount of leasehold lands pledged as
      security for the Group’s banking facilities amounted to $918,280 and $323,932
      respectively.




**13.**
            **Held-to-maturity
                investments**





***At
                December 31,******2006***
            
            ***2005***$
            
            $Hang
                Seng Capital Guarantee Investment Fund-
                30,000 units at $10 each, interest rate at 10.5% in 3.75
                years*Cost*
            
            
            301,196
            
            
            301,954*Fair
                value*
            
            
            294,410
            
            
            275,100





As
      at
      December, 2006 and 2005, the carrying amount of held-to-maturity investments
      pledged as security for the Group’s banking facilities amounted to $301,196 and
      $301,954 respectively.




F-26


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**14.**
            **Intangible
                assets**





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$***Cost*Trademarks
            
            
            200,695
            
            
            201,199Websites
            
            
            421,459
            
            
            573,418622,154
            
            
            774,617*Accumulated
                amortisation*Trademarks
            
            
            112,389
            
            
            72,431Websites
            
            
            171,929
            
            
            118,037284,318
            
            
            190,468*Net*Trademarks
            
            
            88,306
            
            
            128,768Websites
            
            
            249,530
            
            
            455,381337,836
            
            
            584,149





Amortisation
      expenses included in administrative and other operating expenses for the years
      ended 2006 and 2005 are $ 154,436 and
      $154,438 respectively.





Estimated
      aggregate future amortization expenses for the succeeding three years as of
      December 31, 2006 were as follows:





**$**2007
            
            
            124,4302008
            
            
            124,4302009
            
            
            88,976337,836





F-27


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**15.**
            **Other
                payables and accrued
                liabilities**





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Accrued
                expenses
            
            
            181,352
            
            
            145,249Sales
                deposits received
            
            
            9,006
            
            
            -190,358
            
            
            145,249




**16.**
            **Advance
                from related****parties**





Advance
      from related parties for working capital are as follows:





***At
                December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Advance
                from a director
            
            
            -
            
            
            28,854Advance
                from shareholders
            
            
            33,000
            
            
            -33,000
            
            
            28,854





The
      above
      advances are interest-free, unsecured and the have no fixed repayment
      terms.




**17.**
            **Unearned
                income**





Unearned
      income is the amount received from a customer, which is an unrelated party,
      for
      the goods sold that were given nine months credit period (2005: one year) and
      were only required to pay the Group after the expiration of the credit period
      from the day such goods were supplied and delivered. Since there is a
      possibility that the customer may return the goods, revenue is not recognized
      until the time stipulated in the contract for rejection has expired and no
      goods
      is returned in due course to substantiate the risk and reward for such trading
      activities carried out by the Group are matched and recognized under the U.S.
      GAAP.




F-28


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**18.**
            **Bank
                borrowings**




***At
                December 31******2006***
            
            ***2005******$***
            
            ***$***Secured:Bank
                overdrafts repayable on demand
            
            
            551,714
            
            
            352,577Repayable
                within one yearNon-recurring
                bank loans
            
            
            1,469,866
            
            
            294,764Other
                bank borrowings
            
            
            11,183,587
            
            
            9,416,78813,205,167
            
            
            10,064,129





As
      of
      December 31, 2006, the Company’s banking facilities are composed of the
      following:




**Amount****Facilities
                granted**
            
            **Granted**
            
            **Utilized**
            
            **Unused****$**
            ****
            **$**
            ****
            **$**Bank
                overdrafts
            
            
            643,252
            
            
            551,714
            
            
            91,538Non-recurring
                bank loans
            
            
            1,469,866
            
            
            1,469,866
            
            
            -Other
                facilities including:-
                Outstanding letter of credit-
                Letter of credit under trust receipt-
                Invoice /account payable financing
            
            
            11,578,541
            
            
            11,183,587
            
            
            394,95413,691,659
            
            
            13,205,167
            
            
            486,492





As
      of
      December 31, 2006, the above banking borrowings were secured by the
      following:





(a)
            first
                fixed legal charge over leasehold land and buildings with carrying
                amounts
                of $1,152,189 (note 11 and 12);





(b)  charge
      over bank deposits of $4,780,980;





(c)  charge
      over held-to-maturity investments of $301,196 (note 13);and





(d)
            personal
                guarantee executed by a director of the
                Company;





One
      of
      the subsidiaries, Billion Win International Enterprise Limited, should maintain
      a minimum net worth of $1,286,504.





The
      interest rates of short-terms notes payable were at 7.5% to 8.375% per annum
      with various maturity rates.





The
      interest rates of non-recurring bank loans were at Hong Kong Prime Rate minus
      0.75% to 2% per annum.





F-29


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**19.**
            **Pension
                plans**





The
      Group
      participates in a defined contribution pension scheme under the Mandatory
      Provident Fund Schemes Ordinance “MPF Scheme” for all its eligible employees in
      Hong Kong.





The
      MPF
      Scheme is available to all employees aged 18 to 64 with at least 60 days of
      service in the employment in Hong Kong. Contributions are made by the Group’s
      subsidiary operating in Hong Kong at 5% of the participants’ relevant income
      with a ceiling of HK$20,000. The participants are entitled to 100% of the
      Group’s contributions together with accrued returns irrespective of their length
      of service with the Group, but the benefits are required by law to be preserved
      until the retirement age of 65. The only obligation of the Group with respect
      to
      MPF Scheme is to make the required contributions under the plan.





The
      assets of the schemes are controlled by trustees and held separately from those
      of the Group. Total pension cost was $18,749 and $18,802 during 2006 and 2005
      respectively.




**20.**
            **Commitments
                and contingencies**





Operating
      leases commitments





The
      Company leases office premises under various non-cancelable operating lease
      agreements that expire at various dates through years 2007 to 2008,  with
      an
      option to renew the lease. All leases are on a fixed repayment basis. None
      of
      the leases includes contingent rentals. Minimum future commitments under these
      agreements payable as of December 31, 2006 are as follows :-





Year
                ending December 31
            
            ***$***2007
            
            
            89,0112008
            
            
            70,272159,283





Rental
      expenses for the years ended 2006 and 2005 were $103,624 and $138,262
      respectively.





F-30


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**21**
            **Segment
                Information**





For
      management purposes, the Group is currently organized into two major principal
      activities - trading of watch movements (components) and trading of completed
      watches. These principal activities are the basis on which the Group reports
      its
      primary segment information.





Watch
            
            Completed2006
            
            movements
            
            watches
            
            **Total****$**
            ****
            **$**
            
            ***$***Sales
            
            
            73,047,632
            
            
            8,086,643
            
            
            81,134,275Cost
                of sales
            
            
            (67,125,406
            )
            
            (4,268,349
            )
            
            (71,393,755
            )Segment
                result
            
            
            5,922,226
            
            
            3,818,294
            
            
            9,740,520Acquisition
                of leasehold lands
            
            
            618,025
            
            
            -
            
            
            618,025Acquisition
                to plant and equipment
            
            
            158,227
            
            
            386,451
            
            
            544,678Depreciation
            
            
            159,003
            
            
            166,992
            
            
            325,995Amortization
                of intangible assets
            
            
            -
            
            
            154,436
            
            
            154,436Amortization
                of leasehold lands
            
            
            23,247
            
            
            -
            
            
            23,247Watch
            
            
            Completed2005
            
            
            movements
            
            
            watches
            
            
            **Total****$**
            ****
            
            **$**
            
            
            ***$***Sales
            
            
            58,843,209
            
            
            4,235,200
            
            
            63,078,409Cost
                of sales
            
            
            (54,856,836
            )
            
            (1,956,363
            )
            
            (56,813,199
            )Segment
                result
            
            
            3,986,373
            
            
            2,278,837
            
            
            6,265,210Acquisition
                of leasehold lands
            
            
            330,884
            
            
            -
            
            
            330,884Acquisition
                to plant and equipment
            
            
            243,504
            
            
            -
            
            
            243,504Depreciation
            
            
            183,180
            
            
            75,947
            
            
            259,127Amortization
                of intangible assets
            
            
            -
            
            
            154,438
            
            
            154,438Amortization
                of leasehold lands
            
            
            7,968
            
            
            -
            
            
            7,968





The
      Group’s operations are primarily in Hong Kong and China and the Group’s sales,
      gross profit and total assets attributable to other geographical areas are
      less
      than **** 10%
      of
      the Group’s corresponding consolidated totals for the years ended December, 2006
      and 2005. Consequently, no segment information by geographical areas is
      presented.





F-31





ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**22.**
            **Cost
                of sales**





***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$**Opening
                inventories
            
            
            6,584,792
            
            
            3,931,124Purchase
            
            
            71,429,324
            
            
            59,466,867Less
                : closing inventories
            
            
            (6,620,361
            )
            
            (6,584,792
            )71,393,755
            
            
            56,813,199





**23.**
            **Administrative
                and other operating
                expenses**





***Year
                ended December 31,******2006***
            
            ***2005*****$**
            ****
            **$****Administrative
                expenses**Accounting
                fee
            
            
            -
            
            
            20,121Advertising
            
            
            2,502
            
            
            19,718Auditor’s
                remuneration
            
            
            62,695
            
            
            131,141Director’s
                remuneration
            
            
            61,713
            
            
            20,571Legal
                and professional fees
            
            
            36,093
            
            
            255,758Mandatory
                provident fund contributions
            
            
            18,749
            
            
            18,802Staff
                salaries
            
            
            444,903
            
            
            451,684Other
                administrative expenses
            
            
            11,187
            
            
            9,150637,842
            
            
            926,945




F-32


ASIA
        TIME
        CORPORATION
 (Formerly
        SRKP 9, Inc.)
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 (Stated
        in US Dollars)
 
 **23.**
              **Administrative
                  and other operating expenses
                  (cont’d)**
  ***Year
                  ended December 31,******2006***
              
              ***2005***$
              
              $**Other
                  operating expenses**Amortization
                  of intangible assets
              
              
              154,436
              
              
              154,438Amortization
                  of leasehold lands
              
              
              23,247
              
              
              7,968Bank
                  charges
              
              
              132,814
              
              
              60,735Building
                  management fee
              
              
              10,830
              
              
              14,512Consultancy
                  fee
              
              
              109,701
              
              
              50,770Electricity
                  and water
              
              
              12,936
              
              
              12,255Loss
                  on disposal of plant and equipment
              
              
              7,715
              
              
              -Motor
                  vehicle expenses
              
              
              11,361
              
              
              13,937Rent
                  and rates
              
              
              108,312
              
              
              138,992Telephone
              
              
              10,465
              
              
              10,849Other
                  operating expenses
              
              
              72,178
              
              
              44,668653,995
              
              
              509,1241,291,837
              
              
              1,436,069
  F-33
  ASIA
        TIME
        CORPORATION
 (Formerly
        SRKP 9, Inc.)
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 (Stated
        in US Dollars)
  **24.**
              **Events
                  after balance sheet date**
 
 Private
        placement
 
 The
        Company entered into two subscription agreements (the “Subscription Agreement”)
        with certain investors pursuant to which the Company sold an aggregate of
        2,250,348 shares of Series A Convertible Preferred Stock (“Series A Preferred
        Stock”) at $1.29 per share for an aggregate gross proceeds of $2,902,946
 
 At
        the
        initial closing of the Subscription Agreement on January 23, 2007, the Company
        sold an aggregate of 1,749,028 shares of Series A Preferred Stock. At the
        second
        and final closing of the Subscription Agreement on February 9, 2007, the
        Company
        sold an aggregate of 501,320 shares of Series A Preferred Stock.
 
 Each
        share of the Company’s Series A Preferred Stock is convertible into shares of
        common stock at a conversion price equal to the share purchase price, subject
        to
        adjustments.
 
 **25.**
              **Comparative
                  amounts**
 
 Certain
        amounts included in prior years’ consolidated financial statements have been
        reclassified to conform to the current year’s presentation on the basis of
        recapitalization accounting. These reclassifications had no effect on reported
        total assets, liabilities, shareholders’ equity, or net income.
  F-34


DC logo
            榍泚福會痸師事務所**Dominic
                K.F. Chan & Co.,***Certified
                Public Accountants
                (Practising)*




Room
      2105, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon,
      HK.
      Tel.: 2780 0607 Fax: 2780 0013





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To:     
      The board of directors and stockholders of


Times
      Manufacture & E-Commerce Corporation Limited





We
      have
      audited the accompanying combined balance sheet of Times Manufacture &
E-Commerce Corporation Limited (the “Company”) and its subsidiaries as of
      December 31, 2005 and 2004 and the related combined statement of income,
      stockholders' equity and cash flows for the year then ended. These combined
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these combined financial statements
      based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





As
      mentioned in note 1 to the financial statements, pursuant to a group
      reorganization (the “Reorganization”) which was completed in December, 2005, the
      Company became the ultimate holding company of its commonly controlled entities
      by the acquisition of 100% equity interests of the then ultimate holding company
      of them. Each of the Company and its commonly controlled entities has common
      controlling stockholders and accordingly the Reorganization is treated as if
      it
      is a single business combination and the financial information relating to
      the
      Company and its subsidiaries for the year ended December 31, 2005 was prepared
      on a combined basis.





In
      our
      opinion, on the basis of presentation set out in note 1, the financial
      statements referred to above present fairly, in all material respects, the
      combined financial position of the Company as of December 31, 2005 and the
      combined results of its operations and its cash flows for the year then ended,
      in conformity with accounting principles generally accepted in the United States
      of America.




Dominic
      K. F. Chan & Co.


Certified
      Public Accountants (Practising)





HONG
      KONG,




F-35




**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                BALANCE SHEET****AS
                AT DECEMBER 31, 2005****(Stated
                in US Dollars)**





Notes
            
            2005
            
            2004**ASSETS**Current
                assetsCash
                and cash equivalents
            
            
            
            
            $
            780,090
            
            $
            911,487Restricted
                bank deposits
            
            
            
            
            
            4,306,474
            
            
            3,551,304Trade
                and other receivables
            
            
            6
            
            
            5,223,822
            
            
            4,148,160Tax
                prepayment
            
            
            
            
            
            16,367
            
            
            -Inventories
            
            
            7
            
            
            6,584,792
            
            
            3,931,124Prepaid
                lease payments - land use rights
            
            
            8
            
            
            7,993
            
            
            -Total
                current assets
            
            
            
            
            $
            16,919,538
            
            $
            12,542,075Leasehold
                land and land use rights
            
            
            8
            
            
            315,939
            
            
            -Intangible
                assets
            
            
            9
            
            
            584,149
            
            
            736,934Held-to-maturity
                investments
            
            
            10
            
            
            301,954
            
            
            -Plant
                and equipment, net
            
            
            11
            
            
            682,901
            
            
            696,552**TOTAL
                ASSETS**
            
            
            
            
            $
            18,804,481
            
            $
            13,975,561**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesTrade
                and other payables
            
            
            12
            
            $
            1,410,521
            
            $
            1,987,989Short-term
                bank loans
            
            
            
            
            
            294,764
            
            
            129,631Notes
                payable
            
            
            
            
            
            9,416,788
            
            
            6,668,530Unearned
                income
            
            
            13
            
            
            1,598,314
            
            
            3,197,160Income
                tax payable
            
            
            
            
            
            864,205
            
            
            95,640Bank
                overdrafts
            
            
            
            
            
            352,577
            
            
            602,614Total
                current liabilities
            
            
            
            
            $
            13,937,169
            
            $
            12,681,564**TOTAL
                LIABILITIES**
            
            
            
            
            $
            13,937,169
            
            $
            12,681,564




F-36





**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                BALANCE SHEET (Continued)****AS
                AT DECEMBER 31, 2005****(Stated
                in US Dollars)**





Notes
            
            2005
            
            2004**STOCKHOLDERS’
                EQUITY**Common
                stock
            
            
            14
            
            $
            20,002
            
            $
            654,434Share
                premium
            
            
            
            
            
            636,242
            
            
            -Accumulated
                other comprehensive income
            
            
            
            
            
            13,549
            
            
            412Retained
                earnings
            
            
            
            
            
            4,197,519
            
            
            639,151$
            4,867,312
            
            $
            1,293,997**TOTAL
                LIABILITIES AND STOCKHOLDERS’****EQUITY**
            
            
            
            
            $
            18,804,481
            
            $
            13,975,561




See
      notes to combined financial
      statements




F-37




**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                STATEMENT OF INCOME****FOR
                THE YEAR ENDED DECEMBER 31, 2005****(Stated
                in US Dollars)**




Notes
            
            2005
            
            2004Net
                sales
            
            
            
            
            $
            63,078,409
            
            $
            36,553,084Cost
                of sales
            
            
            
            
            
            (56,813,199
            )
            
            (34,584,844
            )Gross
                profit
            
            
            
            
            $
            6,265,210
            
            $
            1,968,240Administrative
                and other operating expenses
            
            
            
            
            
            (1,695,196
            )
            
            (1,471,011
            )Income
                from operations
            
            
            
            
            $
            4,570,014
            
            $
            497,229Interest
                expenses
            
            
            15
            
            
            (514,637
            )
            
            (164,558
            )Other
                income
            
            
            16
            
            
            1,094,772
            
            
            28,047Income
                before taxes
            
            
            
            
            $
            5,150,149
            
            $
            360,718Income
                taxes
            
            
            17
            
            
            (948,933
            )
            
            (136,117
            )Net
                income
            
            
            
            
            $
            4,201,216
            
            $
            224,601




See
      notes
      to combined financial statements




F-38





**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                STATEMENT OF STOCKHOLDERS’ EQUITY****FOR
                THE YEAR ENDED DECEMBER 31, 2005****(Stated
                in US Dollars)**





AccumulatedotherCommon
            
            Share
            
            comprehensive
            
            Retainedstock
            
            premium
            
            income
            
            earnings
            
            TotalBalance,
                January 1, 2004
            
            $
            644,436
            
            $
            -
            
            $
            (705
            )
            $
            414,550
            
            $
            1,058,281Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            224,601
            
            
            224,601Issue
                of ordinary shares
            
            
            9,998
            
            
            -
            
            
            -
            
            
            -
            
            
            9,998Foreign
                currency translationadjustment
            
            
            -
            
            
            -
            
            
            1,117
            
            
            -
            
            
            1,117Balance,
                December 31, 2004
            
            $
            654,434
            
            $
            -
            
            $
            412
            
            $
            639,151
            
            $
            1,293,997Balance,
                January 1, 2005
            
            $
            654,434
            
            $
            -
            
            $
            412
            
            $
            639,151
            
            $
            1,293,997Net
                income
            
            
            -
            
            
            
            
            
            -
            
            
            4,201,216
            
            
            4,201,216Issue
                of ordinary shares
            
            
            20,000
            
            
            -
            
            
            -
            
            
            -
            
            
            20,000Effect
                of reorganization
            
            
            (654,432
            )
            
            636,242
            
            
            -
            
            
            -
            
            
            (18,190
            )Dividends
            
            
            -
            
            
            -
            
            
            -
            
            
            (642,848
            )
            
            (642,848
            )Foreign
                currency translationadjustment
            
            
            -
            
            
            -
            
            
            13,137
            
            
            -
            
            
            13,137Balance,
                December 31, 2005
            
            $
            20,002
            
            $
            636,242
            
            $
            13,549
            
            $
            4,197,519
            
            $
            4,867,312




See
      notes
      to combined financial statements




F-39





**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                STATEMENT OF CASH FLOWS****FOR
                THE YEAR ENDED DECEMBER 31, 2005****(Stated
                in US Dollars)**





2005
            
            2004Cash
                flows from operating activitiesNet
                income
            
            $
            4,201,216
            
            $
            224,601Adjustments
                to reconcile net income to net cashprovided
                by operating activities:-Depreciation
            
            
            259,127
            
            
            126,225Amortization
                of intangible assets
            
            
            154,438
            
            
            35,382Amortization
                of leasehold land and land use rights
            
            
            7,968
            
            
            -Dividend
                income
            
            
            (4,481
            )
            
            -Changes
                in operating assets and liabilities:-Increase
                in trade receivables
            
            
            (1,445,937
            )
            
            (1,997,310
            )Increase
                in inventories
            
            
            (2,633,977
            )
            
            (2,601,377
            )Decrease
                in deposits and prepayment
            
            
            334,759
            
            
            310(Decrease)/increase
                in amount due to a director
            
            
            (60,511
            )
            
            122,571(Decrease)/increase
                in trade and other payables
            
            
            (2,073,092
            )
            
            3,730,524Increase
                in income tax payable
            
            
            749,854
            
            
            59,412Net
                cash flows used in operating activities
            
            $
            (510,636
            )
            $
            (299,662
            )Cash
                flows from investing activitiesAcquisition
                of land use rights
            
            $
            (330,884
            )
            $
            -Acquisition
                of intangible assets
            
            
            -
            
            
            (771,063
            )Acquisition
                of held-to-maturity investments
            
            
            (301,007
            )
            
            -Purchase
                of plant and equipment
            
            
            (243,504
            )
            
            (781,095
            )Dividends
                received
            
            
            4,481
            
            
            -Net
                cash used in investing activities
            
            $
            (870,914
            )
            $
            (1,552,158
            )





F-40





**TIMES
                MANUFACTURE & E-COMMERCE CORPORATION
                LIMITED****COMBINED
                STATEMENTS OF CASH FLOWS (Continued)****FOR
                THE YEAR ENDED DECEMBER 31, 2005****(Stated
                in US Dollars)**




2005
                  
                  2004Cash
                      flows from financing activitiesProceeds
                      from short-term bank loans
                  
                  $
                  346,622
                  
                  $
                  140,937Repayment
                      of bank loans
                  
                  
                  (408,211
                  )
                  
                  (11,527
                  )Repayment
                      of a capital lease
                  
                  
                  -
                  
                  
                  (6,975
                  )Increase
                      in notes payable
                  
                  
                  2,946,182
                  
                  
                  4,176,477Dividends
                      paid
                  
                  
                  (642,848
                  )
                  
                  -Increase
                      in restricted bank deposits
                  
                  
                  (755,170
                  )
                  
                  (2,255,598
                  )Net
                      cash provided by financing activities
                  
                  $
                  1,486,575
                  
                  $
                  2,043,314Net
                      increase in cash and cash equivalents
                  
                  $
                  105,025
                  
                  $
                  191,494Effect
                      of foreign currency translation on cash andcash
                      equivalents
                  
                  
                  13,615
                  
                  
                  6,181Cash
                      and cash equivalents - beginning of year
                  
                  
                  308,873
                  
                  
                  111,198Cash
                      and cash equivalents - end of year
                  
                  $
                  427,513
                  
                  $
                  308,873Analysis
                      of the balances of cash and cash equivalentsBank
                      balances and cash
                  
                  $
                  780,090
                  
                  $
                  911,487Bank
                      overdrafts
                  
                  
                  (352,577
                  )
                  
                  (602,614
                  )$
                  427,513
                  
                  $
                  308,873Supplemental
                      disclosures for cash flow information:-Cash
                      (paid) / refund for :
                  
                  $
                  
                  
                  $Interest
                  
                  
                  (514,637
                  )
                  
                  (164,558
                  )Income
                      taxes
                  
                  
                  (199,079
                  )
                  
                  (76,858
                  )




See
      notes
      to combined financial statements




F-41


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**








**1.**  **GROUP
      REORGANIZATION AND BASIS OF PRESENTATION**





Times
      Manufacture & E-Commerce Corporation Limited (the
“Company”) was incorporated in the British Virgin Islands on March
      21,
      2002 under
      the
      International Business Companies Act, British Virgin Islands. Pursuant to a
      group reorganization (the “Reorganization”) which was completed in December,
      2005, the Company became the ultimate holding company of the then ultimate
      holding company of the commonly controlled entities by the acquisition of 100%
      of the issued and outstanding common stock of the then ultimate holding company
      of the commonly controlled entities. In return and exchange for the acquired
      interests in the then ultimate holding company of the commonly controlled
      entities, the Company issued 20,000 shares of voting common stock to the
      shareholders of the then ultimate holding company of the commonly controlled
      entities. As of December 31, 2005, the particulars of the commonly controlled
      entities are as follows :-





***Name
                of company***
            
            ***Place
                and date of incorporation***
            
            ***Attributable
                equity interest %***
            
            ***Issued
                and fully paid capital***
            
            ***Principal
                activities***Billion
                Win International Enterprise Ltd (“BW”)
            
            Hong
                Kong
              March
                5, 2001
            
            100
            
            HK$5,000,000
              Ordinary
            
            Trading
                of watch componentsCitibond
                Industrial Ltd (“CI”)
            
            Hong
                Kong
              February
                28, 2003
            
            100
            
            HK$1,000
              Ordinary
            
            Trading
                of watch componentsGoldcome
                Industrial Ltd (“GI”)
            
            Hong
                Kong
              March
                2, 2001
            
            100
            
            HK$10,000
              Ordinary
            
            Trading
                of watch componentsMegamooch
                International Ltd (“MI”)
            
            Hong
                Kong
              April
                2, 2001
            
            100
            
            HK$100
              Ordinary
            
            Trading
                of watches and watch components





Each
      of
      the Company, BW, CI, GI and MI has common controlling stockholders. Accordingly,
      the Reorganization is treated as if it is a single business combination and
      the
      financial information relating to the Company and its commonly controlled
      entities, now comprising the subsidiaries of the Company, (the “Group”) for the
      year ended December 31, 2005 (the “Relevant period”) was prepared on a combined
      basis.





The
      combined statement of operations and combined statement of cash flows of the
      companies now comprising the Group have been prepared as if the current group
      structure had been in existence throughout the Relevant Period, or since their
      respective dates of incorporation where this is a shorter period.





The
      combined balance sheet of the Group as at December 31, 2005 have been prepared
      to present the assets and liabilities of the companies now comprising the Group
      as at the respective dates as if the current group structure had been in
      existence as at those dates.




F-42


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**2.**  **PRINCIPAL
      ACTIVITIES**





The
      Company is principally
      engaging in the holding
      of investments. T he
      subsidiaries are
      principally engaged in the trading of completed watches and watch
      components.








**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





*(a)*
            *Method
                of Accounting*





The
      Group
      maintains its general ledger and journals with the accrual method accounting
      for
      financial reporting purposes. The combined financial statements and notes are
      representations of management. Accounting policies adopted by the Group conform
      to generally accepted accounting principles in the United States of America
      and
      have been consistently applied in the presentation of combined financial
      statements, which are compiled on the accrual basis of accounting.








*(b)*
            *Principles
                of combination*





The
      combined financial statements are presented in US Dollars and include the
      accounts of the Company and its subsidiaries. All significant inter-company
      balances and transactions are eliminated in combination.





As
      of
      December 31, 2005, the particulars of the subsidiaries are as
      follows:





Name
                of company
            
            Place
                and date of incorporation
            
            Attributable
                equity interest %
            
            Issued
                and fully paid capital
            
            Principal
                activitiesTimes
                Manufacturing & E-Commerce Corporation Ltd (“TMEHK”)
              (Formerly
                known as Win Link Commodities Ltd)
            
            British
                Virgin Islands
              January
                2, 2002
            
            100
            
            US$20,000
              Ordinary
            
            Investment
                holdingBillion
                Win International Enterprise Ltd (“BW”)
            
            Hong
                Kong
              March
                5, 2001
            
            100
            
            HK$5,000,000
              Ordinary
            
            Trading
                of watch componentsCitibond
                Industrial Ltd (“CI”)
            
            Hong
                Kong
              February
                28, 2003
            
            100
            
            HK$1,000
              Ordinary
            
            Trading
                of watch componentsGoldcome
                Industrial Ltd (“GI”)
            
            Hong
                Kong
              March
                2, 2001
            
            100
            
            HK$10,000
              Ordinary
            
            Trading
                of watch componentsMegamooch
                International Ltd (“MI”)
            
            Hong
                Kong
              April
                2, 2001
            
            100
            
            HK$100
              Ordinary
            
            Trading
                of watches and watch components




F-43




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(b)* *Principles
      of combination (Cont’d)*





Name
                of company
            
            Place
                and date of incorporation
            
            Attributable
                equity interest %
            
            Issued
                and fully paid capital
            
            Principal
                activitiesTME
                Enterprise Ltd
              (Formerly
                known as Thousands Magic Corp.)
            
            British
                Virgin Islands
              November
                28, 2003
            
            100
            
            US$2
              Ordinary
            
            Investment
                holdingCitibond
                Design Ltd
              (Formerly
                known as Nuts and Oat Ltd)
            
            British
                Virgin Islands
              August
                1, 2003
            
            100
            
            US$2
              Ordinary
            
            Trading
                agencyMegamooch
                Online Ltd
              (Formerly
                known as Castle Rich Ltd)
            
            British
                Virgin Islands
              June
                6, 2003
            
            100
            
            US$2
              Ordinary
            
            Trading
                of watches and watch components




*(c)*
            *Use
                of estimates*





The
      preparation of the combined financial statements in conformity with generally
      accepted accounting principles in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the combined financial statements and the reported amounts of
      revenues and expenses during the reporting periods. Management makes these
      estimates using the best information available at the time the estimates are
      made; however actual results could differ materially from those
      estimates.





*(d)*
            *Intangible
                assets*





Intangible
      assets, are stated at cost less amortization and accumulated impairment loss.
      Amortization is provided over their estimated useful lives, using the
      straight-line method. Estimated useful lives of the intangibles are as follows:





Trademarks
            
            
            5
                yearsWebsites
            
            
            5
                years








*(e)*
            *Leasehold
                land and land use rights*





The
      leasehold land and land use rights, representing upfront payment for land use
      right, is initially recognised at cost and released to income statement over
      the
      lease term on a straight-line basis.




F-44


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(f)*
            *Plant
                and equipment*





Plant
      and
      equipment are carried at cost less accumulated depreciation. Depreciation is
      provided over their estimated useful lives, using the straight-line method.
      Estimated useful lives are as follows:


Buildings
              41
                  yearsFurniture
                  & fixtures
              4
                  -
                  5 yearsOffice
                  equipment
              3
                  -
                  4 yearsMachinery
                  & equipment
              3
                  -
                  4 yearsMould
              3
                  yearsMotor
                  vehicles
              3
                  -
                  4 years




The
      cost
      and related accumulated depreciation of assets sold or otherwise retired are
      eliminated from the accounts and any gain or loss is included in the statement
      of income. The cost of maintenance and repairs is charged to income as incurred,
      whereas significant renewals and betterments are capitalized.





*(g)*
            *Accounting
                for the Impairment of Long-Lived
                Assets*





The
      long-lived assets held and used by the Group are reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying amount
      of
      assets may not be recoverable. It is reasonably possible that these assets
      could
      become impaired as a result of technology or other industry changes.
      Determination of recoverability of assets to be held and used is by comparing
      the carrying amount of an asset to future net undiscounted cash flows to be
      generated by the assets.





If
      such
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





During
      the reporting year, there was no impairment loss.





*(h)*
            *Inventories*





Inventories
      are stated at the lower of cost and net realizable value. Cost is determined
      using the first-in, first-out (FIFO) method. It excludes borrowing costs. Net
      realizable value is the estimated selling price in the ordinary course of
      business, less applicable variable selling expenses.




F-45




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(i)*
            *Trade
                Receivables*





Trade
      and
      other receivables are recognized initially at fair value and subsequently
      measured at amortised cost using the effective interest method, less provision
      for impairment. A provision for impairment of trade and other receivables is
      established when there is objective evidence that the Group will not be able
      to
      collect all amounts due according to the original terms of receivables. The
      amount of the provision is the difference between the asset’s carrying amount
      and the present value of estimated future cash flows, discounted at the
      effective interest rate. The amount of the provision is recognized in the income
      statement.There is no doubtful debt for the years ended December 31, 2005 and
      2004 respectively.





*(j)*
            *Unearned
                income*





Unearned
      income is revenue received from customers for the goods sold or services
      rendered that the earning process has not been completed as the significant
      risks and rewards for the performance of services or goods being sold has not
      transferred from the Group to the customers taking into account the conditions
      as stipulated in SFAS No. 48 have not all been satisfied and it is impracticable
      to ascertain a reasonable estimate of loss or provision without sufficient
      objective evidence in quantified amount.




*(k)*
            *Cash
                and cash equivalents*





The
      Group
      considers all highly liquid investments purchased with original maturities
      of
      three months or less to be cash equivalents. The Group maintains bank accounts
      only in Hong Kong. The Group does not maintain any bank accounts in the United
      States of America.




*(l)*
            *Restricted
                bank deposits*





Restricted
      bank deposits represents pledged time deposits on account to secure bank loans,
      notes payable and bank overdrafts.





*(m)*
            *Held-to-maturity
                investments*





Held-to-maturity
      investments are non-derivative financial assets with fixed or determinable
      payments and fixed maturities that the Group’s management has the positive
      intention and ability to hold to maturity.




F-46




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(n)*
            *Foreign
                currency translation*





The
      accompanying combined financial statements are presented in United States
      dollars. The functional currency of the Group is the Hong Kong Dollar (HKD).
      The
      combined financial statements are translated into United States dollars from
      HKD
      at year-end exchange rates as to assets and liabilities and average exchange
      rates as to revenues and expenses. Capital accounts are translated at their
      historical exchange rates when the capital transactions occurred.




**2005**
            
            **2004**Year
                end HKD : US$ exchange rate
            
            
            7.75350
            
            
            7.77600Average
                yearly HKD : US$ exchange rate
            
            
            7.77788
            
            
            7.78925




*(o)*
            *Revenue
                recognition*





Sales
      of
      goods are recognized when the Group has delivered goods to the customer, the
      customer has accepted the goods and collectibility of the related receivables
      is
      reasonably assured.





Commission
      income are recognized in the accounting period in which the services are
      rendered, by reference to completion of the specific transaction assessed on
      the
      basis of the actual service provided as a proportion of the total services
      to be
      provided.





Interest
      income is recognized on a time-proportion basis using the effective interest
      method. When a receivable is impaired, the Group reduces the carrying amount
      to
      its recoverable amount, being the estimated future cash flow discounted at
      original effective interest rate of the instrument, and continues unwinding
      the
      discount as interest income.





Dividend
      income and insurance claims are recognized when the right to receive payment
      is
      established.





*(p)*
            *Borrowings*





Borrowings
      are recognized initially at fair value, net of transaction costs incurred.
      Transaction costs are incremental costs that are directly attributable to the
      acquisition, issue or disposal of a financial asset or financial liability,
      including fees and commissions paid to agents, advisers, brokers and dealers,
      levies by regulatory agencies and securities exchanges, and transfer taxes
      and
      duties. Borrowings are subsequently stated at amortised cost; any difference
      between the proceeds (net of transaction costs) and the redemption value is
      recognized in the income statement over the period of the borrowings using
      the
      effective interest method.





Borrowings
      are classified as current liabilities unless the Group has an unconditional
      right to defer settlement of the liability for at least 12 months after the
      balance sheet date.




F-47




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(q)*
            *Deferred
                income tax*





Deferred
      income tax is provided in full, using the liability method, on temporary
      differences arising between the tax bases of assets and liabilities and their
      carrying amounts in the combined financial statements. However, if the deferred
      income tax arises from initial recognition of an asset or liability in a
      transaction other than a business combination that at the time of the
      transaction affects neither accounting nor taxable profit or loss, it is not
      accounted for. Deferred income tax is determined using tax rates (and laws)
      that
      have been enacted or substantially enacted by the balance sheet date and are
      expected to apply when the related deferred income tax asset is realized or
      the
      deferred income tax liability is settled.





Deferred
      income tax assets are recognized to the extent that it is probable that future
      taxable profit will be available against which the temporary differences can
      be
      utilized.





At
      the
      year end, the Group did not have any material deferred income tax and no
      deferred tax had been recognised accordingly.





*(r)*
            *Income
                taxes*





The
      Group
      accounts for income tax using an asset and liability approach and allows for
      recognition of deferred tax benefits in future years. Under the asset and
      liability approach, deferred taxes are provided for the net tax effects of
      temporary differences between the carrying amounts of assets and liabilities
      for
      financial reporting purposes and the amounts used for income tax purposes.
      A
      valuation allowance is provided for deferred tax assets if it is more likely
      than not these items will either expire before the Group is able to realize
      their benefits, or that future realization is uncertain.





The
      Group
      is operating in Hong Kong. In accordance with the relevant tax laws and
      regulations of Hong Kong, the corporation profits tax of 17.5% on the assessable
      profits of the Group is $948,933 for the year 2005 (2004 : $136,117).





*(s)*
            *Advertising*





The
      Group
      expensed all advertising costs as incurred.





*(t)*
            *Shipping
                and handling*





All
      shipping and handling are expensed as incurred and outbound freight is not
      billed to customers.




F-48




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(u)*
            *Retirement
                benefits*





Retirement
      benefits in the form of contributions under defined contribution retirement
      plans to the relevant authorities are charged to the statements of income as
      incurred. The retirement benefit expenses included in general and administrative
      expenses were $18,802 for the year ended December 31, 2005 (2004 : $15,346).





*(v)*
            *Comprehensive
                income*





Comprehensive
      income is defined to include all changes in equity except those resulting from
      investments by owners and distributions to owners. Among other disclosures,
      all
      items that are required to be recognized under current accounting standards
      as
      components of comprehensive income are required to be reported in a financial
      statement that is presented with the same prominence as other consolidated
      financial statements. The Group’s current component of other comprehensive
      income is the foreign currency translation adjustment.





*(w)*
            *Recent
                accounting pronouncements*




In
      May
      2005, the FASB issued a SFAS 154, “Accounting Changes and Error Corrections” to
      replace APB Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting
      Accounting Changes in Interim Financial Statements” requiring retrospective
      application to prior periods financial statements of changes in accounting
      principle, unless it is impracticable to determine either the period-specific
      effects or the cumulative effect of the change.  When it is impracticable
      to determine the period-specific effects of an accounting change on one or
      more
      individual prior periods presented, SFAS 154 requires the new accounting
      principle be applied to the balances of assets and liabilities as of the
      beginning of the earliest period for which retrospective application is
      practicable and that a corresponding adjustment be made to the opening balance
      of retained earnings (or other appropriate components of equity or net assets
      in
      the statement of financial position) for that period rather than being reported
      in an income statement.  When it is impracticable to determine the
      cumulative effect of applying a change in accounting principle to all prior
      periods, SFAS 154 requires that the new accounting principle be applied as
      if it
      were adopted prospectively from the earliest date practicable.  The
      effective date for this statement is for accounting changes and corrections
      of
      errors made in fiscal year beginning after December 15, 2005.




F-49




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**





*(w)*  *Recent
      accounting pronouncements (Cont’d)*




In
      February 2006, the FASB issued a SFAS 155, “Accounting for Certain Hybrid
      Financial Instruments” to amend FASB Statements No. 133, Accounting for
      Derivative Instruments and Hedging Activities, and No. 140, Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
      This statement permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation and eliminate the prohibition on a qualifying special-purpose entity
      from holding a derivative financial instrument that pertains to a beneficial
      interest other than another derivative financial instrument.  This
      statement is effective for all financial instruments acquired or issued after
      the beginning of an entity’s first fiscal year that begins after September 15,
      2006.




The
      Group
      does not anticipate that the adoption of these two standards will have a
      material impact on these combined financial statements.




**4.**  **FINANCIAL
      RISK MANAGEMENT** ****





The
      Group’s major financial instruments include debtors, held-to-maturity
      investments, creditors and bank deposits. Details of these financial instruments
      are disclosed in the respective notes. The risks associated with these financial
      instruments and the policies on how to mitigate these risks are set out below.
      The management manages and monitors these exposures to ensure appropriate are
      implemented on a timely and effective manner.





(a)
            Currency
                risk





Certain
      debtors, deposits and prepayments and held-to-maturity investments and creditors
      of the Group are denominated in foreign currencies. The Group currently has
      a
      foreign currency hedging policy. The management monitors foreign exchange
      exposure and will consider hedging significant foreign currency exposure should
      the need arises.





(b)
            Credit
                risk





The
      Group’s maximum exposure to credit risk in the event of the counterparties
      failure to perform their obligations as at 31st December 2005 in relation to
      each class of recognised financial assets is the carrying amount of those assets
      as stated in the balance sheet. In order to minimize the credit risk, the
      management of the Group has delegated a team responsible for determination
      of
      credit limits, credit approvals and other monitoring procedures to ensure that
      follow-up action is taken to recover overdue debts. In addition, the Group
      reviews the recoverable amount of each individual trade debt at each balance
      sheet date to ensure that adequate impairment losses are made for irrecoverable
      amounts. In this regard, the directors of the Group consider that the Group’s
      credit risk is significantly reduced.





The
      credit risk for bank deposits and bank balances exposed is considered minimal
      as
      such amounts are placed with banks with good credit ratings.




F-50




**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**5.**  **CRITICAL
      ACCOUNTING ESTIMATES AND JUDGEMENTS**





The
      Group
      makes estimates and assumptions concerning the future. The resulting accounting
      estimates will, by definition, seldom equal the related actual results. The
      estimates and assumptions that have a significant risk of causing a material
      adjustment to the carrying amounts of assets and liabilities within the next
      financial year are discussed below.





(a)
            Estimate
                of fair value of the land use right and
                building





The
      Group
      determines the fair value of land use right and building relying on the
      valuation performed by Dynasty Premium Asset Valuation & Real Estate
      Consultancy Limited.





(b)
            Allowance
                on bad and doubtful debts





The
      policy for allowance of bad and doubtful debts of the Group is the evaluation
      of
      collectability and aging analysis of accounts and on management’s judgment. A
      considerable amount of judgment is required in assessing the ultimate
      realisation of these receivables, including conditions of customers of the
      Group
      were to deteriorate, resulting in an impairment of their ability to make
      payments, additional allowances may be required.





**6.**  **TRADE
      AND OTHER RECEIVABLES**





2005
            
            2004Trade
                receivables
            
            $
            4,829,586
            
            $
            3,369,326Amount
                due from a director
            
            
            -
            
            
            50,900Deposits
                and prepayments
            
            
            394,236
            
            
            727,934$
            5,223,822
            
            $
            4,148,160





The
      amount due from a director is unsecured, interest free, and has no fixed
      repayment terms.





**7.**  **INVENTORIES**





2005
            
            2004Merchandises
            
            $
            6,584,792
            
            $
            3,931,124




F-51





**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**8.**  **LEASEHOLD
      LAND AND LAND USE RIGHTS**


2005
              
              2004In
                  Hong Kong held on:Leases
                  of between 10 to 50 years
              
              $
              323,932
              
              $
              -Additions
              
              
              323,932
              
              
              -Amortization
                    of prepaid operating lease payment
              
              $
              323,932
              
              $
              -Analyzed
                  for reporting purposes as:Current
                  asset
              
              
              7,993
              
              
              -Non-current
                  asset
              
              
              315,939
              
              
              -$
              323,932
              
              $
              -


Amortization
      expense for the year ended 2005 was $7,968 (2004 : Nil).





The
      asset
      has been pledged to the bank for securing banking facilities.





**9.**  **INTANGIBLE
      ASSETS**




2005
            
            2004Trademarks
            
            $
            128,768
            
            $
            168,518Websites
            
            
            455,381
            
            
            568,416$
            584,149
            
            $
            736,934




Amortization
      expense for the year ended 2005 was $154,438 (2004: $35,382).





**10.**  **HELD-TO-MATURITY
      INVESTMENTS**





The
      investments are 30,000 units at $10.00 each of Hang Seng Capital Guarantee
      Investment fund at the total interest rate of 10.5% for 3.75 years. The asset
      has been pledged to the bank for securing banking facilities.




F-52





**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**11.**  **PLANT
      AND EQUIPMENT, NET**





2005
            
            2004At
                costBuildings
            
            $
            104,008
            
            $
            -Furniture
                & fixtures
            
            
            478,811
            
            
            350,425Office
                equipment
            
            
            11,413
            
            
            11,380Machinery
                & equipment
            
            
            254,971
            
            
            241,378Mould
            
            
            230,863
            
            
            230,195Motor
                vehicles
            
            
            26,375
            
            
            26,299$
            1,106,441
            
            $
            859,677*Less**:
                Accumulated depreciation*Buildings
            
            $
            2,542
            
            $
            -Furniture
                & fixtures
            
            
            140,271
            
            
            21,049Office
                equipment
            
            
            9,031
            
            
            6,262Machinery
                & equipment
            
            
            92,182
            
            
            35,391Mould
            
            
            153,139
            
            
            76,732Motor
                vehicles
            
            
            26,375
            
            
            23,691$
            423,540
            
            $
            163,125$
            682,901
            
            $
            696,552





Depreciation
      expense for the years ended 2005 was $259,127 (2004: $126,225).





The
      buildings have been pledged to the bank for securing banking
      facilities.





**12.**  **TRADE
      AND OTHER PAYABLES**





2005
            
            2004Trade
                payables
            
            $
            1,236,418
            
            $
            1,805,995Amount
                due to a director
            
            
            28,854
            
            
            140,196Accruals
                and deposit received
            
            
            145,249
            
            
            41,798$
            1,410,521
            
            $
            1,987,989





Amount
      due to a director is unsecured, interest free, and has no fixed repayment
      terms.




F-53


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**13.**  **UNEARNED
      INCOME**





Unearned
      income is the amount received from a customer, which is an unrelated party,
      in
      its first year of business transacted for the goods sold that were given a
      one-year credit period and were only required to pay the Group after the
      expiration of one year from the day such goods were supplied and delivered.
      Since there is a possibility that the customer may return the goods, revenue
      is
      not recognized until the time stipulated in the contract for rejection has
      expired and no goods is returned in due course to substantiate the risk and
      reward for such trading activities carried out by the Group are matched and
      recognized under the U.S. GAAP.





**14.**  **COMMON
      STOCK**





On
      December 31, 2005, the issued common stock of the Company was increase to
      $20,002 by the issue of 20,000 ordinary shares..





For
      the
      purpose of this report, the combined common stock of the Group as at December
      31, 2004 represented the aggregate amount of nominal value of the common stock
      of the Company, TMEHK, BW, GI, CI and MI.





**15.**  **INTEREST
      EXPENSES**





2005
            
            2004Interest
                on bank trust receipts
            
            $
            457,983
            
            $
            139,209Interest
                on short-term bank loans
            
            
            6,254
            
            
            14,505Interest
                on bank overdrafts
            
            
            45,302
            
            
            6,648Interest
                element of a capital lease
            
            
            -
            
            
            1,947Interest
                on other loans
            
            
            5,098
            
            
            2,249$
            514,637
            
            $
            164,558





F-54


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**16.**  **OTHER
      INCOME**





2005
            
            2004Dividend
                received
            
            $
            4,481
            
            $
            -Bank
                interest income - saving accounts
            
            
            1,083
            
            
            11,719Bank
                interest income - fixed deposits
            
            
            75,275
            
            
            4,001Other
                interest income
            
            
            49,440
            
            
            -Commission
                income
            
            
            771,432
            
            
            -Net
                exchange gains
            
            
            1,302
            
            
            170Insurance
                compensation
            
            
            8,325
            
            
            -Licence
                fee of intangible assets
            
            
            167,141
            
            
            -Services
                fee income
            
            
            -
            
            
            11,477Overpaid
                by customer
            
            
            -
            
            
            383Sundry
                income
            
            
            16,293
            
            
            297$
            1,094,772
            
            $
            28,047




**17.**  **INCOME
      TAXES**





The
      following table accounts for the differences between the actual tax provision
      and the amounts obtained by applying the relevant applicable corporation income
      tax rate to income before tax for the year ended December 31, 2005 :




2005
            
            2004Profit
                before taxation
            
            $
            5,150,149
            
            $
            360,718Calculated
                at taxation rate of 17.5% (2004:17.5%)
            
            
            901,276
            
            
            63,126Income
                not subject to taxation
            
            
            (14,147
            )
            
            (1
            )Expenses
                not deductible
            
            
            27
            
            
            418Temporary
                differences not recognised
            
            
            45,927
            
            
            (44,228
            )Utilisation
                of tax loss in previous year
            
            
            (35,068
            )
            
            (1,327
            )Unused
                tax losses not recognised
            
            
            50,918
            
            
            118,129Taxation
                charge
            
            $
            948,933
            
            $
            136,117





F-55


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**18.**  **RELATED
      PARTIES TRANSACTIONS**





The
      following material transactions with related parties during the years were
      in
      the opinion of the directors, carried out in the ordinary course of business
      and
      on normal commercial terms:





(a)
            Purchase
                of trademarks from Stanford International Holding Corporation, a
                related
                Company of which the director of the related company is the director
                of
                the subsidiaries of the Company, in the year 2004 at a consideration
                of
                $120,000.





(b)
            Purchase
                of trademarks from Mr. Mak Ho Fong, a director of the subsidiaries
                of the
                Company, in the year 2004 at a consideration of $80,000.





(c)
            Purchase
                of websites from Stanford International Holding Corporation, a related
                Company of which the director of the related company is the director
                of
                the subsidiaries of the Company, in the year 2004 at a consideration
                of
                $570,000.




**19.**  **COMMITMENTS**





The
      Group
      occupies office spaces for administrative purposes which are rented from third
      parties. Accordingly, for the year ended December 31, 2005, the Group recognized
      rental expenses for these spaces of $138,262 (2004 : $53,575).





The
      Group
      has commitments with respect to non-cancelable operating leases for these
      offices, as follows:





2005
            
            2004Not
                later than one year
            
            $
            76,613
            
            $
            63,751Later
                than one year
            
            
            63,844
            
            
            -$
            140,457
            
            $
            63,751





F-56


**TIMES
      MANUFACTURE & E-COMMERCE CORPORATION LIMITED**





**NOTES
      TO COMBINED FINANCIAL STATEMENTS**


**(Stated
      in US Dollars)**





**20.**  **BUSINESS
      SEGMENTS**





For
      management purposes, the Group is currently organized into two major principal
      activities - trading of watch movements (components) and trading of completed
      watches. These principal activities are the basis on which the Group reports
      its
      primary segment information.





Watch
            
            Completed2005
            
            movements
            
            watches
            
            **Total**Sales
            
            $
            58,843,209
            
            $
            4,235,200
            
            $
            63,078,409Cost
                of sales
            
            
            (54,856,836
            )
            
            (1,956,363
            )
            
            (56,813,199
            )Segment
                result
            
            $
            3,986,373
            
            $
            2,278,837
            
            $
            6,265,210




Watch
              
              Completed2004
              
              movements
              
              watches
              
              **Total**Sales
              
              $
              36,553,084
              
              $
              -
              
              $
              36,553,084Cost
                  of sales
              
              
              (34,584,844
              )
              
              -
              
              
              (34,584,844
              )Segment
                  result
              
              $
              1,968,240
              
              $
              -
              
              $
              1,968,240




F-57