**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**




**x** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




**For
      the quarterly period ended June 30, 2008**





**OR**





**o** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**Commission
      File Number**


**001-33956**




**ASIA
      TIME CORPORATION**


*(Exact
      name of small business issuer as specified in its charter)*





**Delaware**
              *(State
                or other jurisdiction of incorporation*
              *or
                organization)*
            
            **20-4062619**
              *(I.R.S.
                Employer Identification*
              *No.)***Room
                1601-1604, 16/F., CRE Centre**
              **889
                Cheung Sha Wan Road,**
              **Kowloon,
                Hong Kong******
              *(Address
                of principal executive offices)*
            
            **N/A**
              *(Zip
                Code)*





**(852)-23100101**


*(Registrant’s
      telephone number, including area code)*





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 whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
                  accelerated filer  o
              Accelerated
                  filer o
              Non-accelerated
                  filer  x
              Smaller
                  reporting company o*(Do
                  not check if a smaller**reporting
                  company)*





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes o    No x




There
      were 26,570,677 shares outstanding of registrant’s common stock, par value
      $0.0001 per share, as of August 18, 2008.










**ASIA
      TIME CORPORATION**


**FORM
      10-Q QUARTERLY REPORT**





**TABLE
      OF CONTENTS**





**Page**PART
                I - FINANCIAL INFORMATIONITEM
                1.
            FINANCIAL
                STATEMENTS
            1Condensed
                Consolidated Balance Sheets (Unaudited)
            2-3Condensed
                Consolidated Statements of Operations (Unaudited)
            4Condensed
                Consolidated Statements of Cash Flows (Unaudited)
            5-6Notes
                to Condensed Consolidated Financial Statements (Unaudited)
            7-38ITEM
                2.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION
            39ITEM
                3.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
            46ITEM
                4.
            CONTROLS
                AND PROCEDURES
            46PART
                II - OTHER INFORMATIONITEM
                1.
            LEGAL
                PROCEEDINGS
            48ITEM
                1A.
            RISK
                FACTORS
            48ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            48ITEM
                3.
            DEFAULTS
                UPON SENIOR SECURITIES
            48ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            48ITEM
                5.
            OTHER
                INFORMATION
            48ITEM
                6.
            EXHIBITS
            48SIGNATURES
            
            49










**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1.**  **FINANCIAL
      STATEMENTS**





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions to Form 10-Q.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      The accompanying unaudited financial statements reflect all adjustments that,
      in
      the opinion of management, are considered necessary for a fair presentation
      of
      the financial position, results of operations, and cash flows for the periods
      presented. The results of operations for such periods are not necessarily
      indicative of the results expected for the full fiscal year or for any future
      period. The accompanying unaudited financial statements should be read in
      conjunction with the audited financial statements of Asia Time Corporation
      as
      contained in its Annual Report on Form 10-K, as amended, as originally filed
      with the Securities and Exchange Commission on March 31, 2008.





1




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





CONDENSED
      CONSOLIDATED BALANCE SHEETS


(Stated
      in US Dollars)




***As
                of****Notes*
            
            ***June
                30,***
            
            ***December
                31,******2008***
            
            ***2007******(Unaudited)***
            
            ***(Audited)******$***
            ******
            ***$*****ASSETS**Current
                Assets :Cash
                and cash equivalents
            
            
            
            
            
            1,838,723
            
            
            6,258,119Restricted
                cash
            
            
            
            
            
            7,955,331
            
            
            8,248,879Accounts
                receivable
            
            
            
            
            
            20,922,873
            
            
            14,341,989Prepaid
                expenses and other
                receivables
            
            
            *7*
            
            
            14,547,132
            
            
            7,704,999Inventories,
                net
            
            
            *8*
            
            
            13,160,240
            
            
            12,370,970Total
                Current
                Assets
            
            
            
            
            
            58,424,299
            
            
            48,924,956Deferred
                tax
                assets
            
            
            *6*
            
            
            29,895
            
            
            29,929Property
                and equipment,
                net
            
            
            *9*
            
            
            4,967,897
            
            
            1,891,709Leasehold
                lands
            
            
            *10*
            
            
            -
            
            
            -Held-to-maturity
                investments
            
            
            *11*
            
            
            299,885
            
            
            300,231Intangible
                assets
            
            
            *12*
            
            
            27,975
            
            
            48,012Restricted
                cash
            
            
            
            
            
            256,180
            
            
            256,476**TOTAL
                ASSETS**
            
            
            
            
            
            64,006,131
            
            
            51,451,313**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****LIABILITIES**Current
                Liabilities :Accounts
                payable
            
            
            
            
            
            695,098
            
            
            1,310,809Other
                payables and accrued
                liabilities
            
            
            *13*
            
            
            743,457
            
            
            132,507Income
                taxes payable
            
            
            
            
            
            3,755,674
            
            
            2,293,887Bank
                borrowings
            
            
            *14*
            
            
            22,310,355
            
            
            20,438,479Total
                Current
                Liabilities
            
            
            
            
            
            27,504,584
            
            
            24,175,682Convertible
                bond payables
            
            
            *15*
            
            
            4,779,824
            
            
            345,461Deferred
                tax
                liabilities
            
            
            *6*
            
            
            56,888
            
            
            56,953**TOTAL
                LIABILITIES**
            
            
            
            
            
            32,341,296
            
            
            24,578,096**COMMITMENTS
                AND CONTINGENCIES**
            
            
            *18*





2


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





CONDENSED
      CONSOLIDATED BALANCE SHEETS *(Continued)*


(Stated
      in US Dollars)





***As
                of****Notes*
            
            ***June
                30,***
              ***2008***
              ***(Unaudited)***
            
            ***December
                31,***
              ***2007***
              ***(Audited)******$***
            **
            ***$*****STOCKHOLDERS’
                EQUITY**Preferred
                stock
            
            
            *16*Par
                value: 2008 – US$0.0001 (2007 - US$0.0001)Authorized:
                2008 – 10,000,000
                shares (2007 – 10,000,000 shares)Issued
                and outstanding: 2008 – 43,056 issued (2007 – 2,250,348
                issued)
            
            
            
            
            
            4
            
            
            225Common
                stock
            
            
            *16*Par
                value: 2008 US$0.0001 (2007 – US$0.0001)Authorized:
                100,000,000
                sharesIssued
                and outstanding: 2008 – 26,527,621 shares (2007 – 23,156,629
                shares)
            
            
            
            
            
            2,653
            
            
            2,316Additional
                paid-in capital
            
            
            
            
            
            12,636,309
            
            
            13,481,036Accumulated
                other comprehensive
                income
            
            
            
            
            
            (71,190
            )
            
            (28,404
            )Retained
                earnings
            
            
            
            
            
            19,097,059
            
            
            13,418,044**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            
            
            
            31,664,835
            
            
            26,873,217**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            
            
            
            
            64,006,131
            
            
            51,451,313





See
      notes
      to condensed consolidated financial statements




3


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


(Stated
      in US Dollars)





***Three
                months ended***
              ***June
                30,***
            
            ***Six
                months ended***
              ***June
                30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            ******
            ***$***
            ******
            ***$***
            ******
            ***$***Net
                sales
            
            
            38,122,896
            
            
            20,869,437
            
            
            74,948,144
            
            
            41,987,579Cost
                of sales
            
            
            (32,854,691
            )
            
            (18,519,891
            )
            
            (64,000,989
            )
            
            (36,418,869
            )Gross
                profit
            
            
            5,268,205
            
            
            2,349,546
            
            
            10,947,155
            
            
            5,568,710Other
                operating income – Note 3
            
            
            25,894
            
            
            48,281
            
            
            51,557
            
            
            96,778Depreciation
            
            
            (307,338
            )
            
            (63,433
            )
            
            (614,911
            )
            
            (128,864
            )Administrative
                and other operating expenses, including stock-based
                compensation
            
            
            (727,196
            )
            
            (558,857
            )
            
            (2,310,387
            )
            
            (2,605,263
            )Income
                from operations
            
            
            4,259,565
            
            
            1,775,537
            
            
            8,073,414
            
            
            2,931,361Fees
                and costs related to reverse merger
            
            
            -
            
            
            -
            
            
            -
            
            
            (736,197
            )Non-operating
                income - Note 4
            
            
            63,896
            
            
            48,452
            
            
            110,748
            
            
            78,381Interest
                expenses – Note 5
            
            
            (423,204
            )
            
            (274,990
            )
            
            (1,024,838
            )
            
            (514,419
            )Income
                before taxes
            
            
            3,900,257
            
            
            1,548,999
            
            
            7,159,324
            
            
            1,759,126Income
                taxes - Note 6
            
            
            (668,663
            )
            
            (314,204
            )
            
            (1,480,309
            )
            
            (716,871
            )Net
                income
            
            
            3,231,594
            
            
            1,234,795
            
            
            5,679,015
            
            
            1,042,255Earnings
                per common share-
                Basic
            
            
            0.13
            
            
            0.05
            
            
            0.23
            
            
            0.05-
                Diluted
            
            
            0.11
            
            
            0.05
            
            
            0.21
            
            
            0.04Weighted
                average common shares-
                Basic
            
            
            25,698,807
            
            
            23,156,629
            
            
            24,879,527
            
            
            22,686,183-
                Diluted
            
            
            28,809,386
            
            
            25,406,977
            
            
            27,053,765
            
            
            24,606,260





See
      notes
      to consolidated financial statements.




4


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(Stated
      in US Dollars)





***Six
                months ended June 30,******2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)******$***
            ******
            ***$*****Cash
                flows from operating activities**Net
                income
            
            
            5,679,015
            
            
            1,042,255Adjustments
                to reconcile net
                income to net cashused
                in operating activities
                :Amortization
                of bond discount and bond interest
            
            
            219,765
            
            
            -Stock-based
                compensation
            
            
            700,000
            
            
            1,652,205Amortization
                of intangible
                assets
            
            
            20,007
            
            
            61,907Amortization
                of leasehold
                lands
            
            
            -
            
            
            11,522Depreciation
            
            
            614,910
            
            
            128,864Loss
                on disposal of plant and
                equipment
            
            
            -
            
            
            5,404Income
                taxes
            
            
            1,480,309
            
            
            716,871Changes
                in operating assets and
                liabilities :(Increase)
                decrease in -Accounts
                receivable
            
            
            (6,605,738
            )
            
            (6,317,232
            )Prepaid
                expenses and other
                receivables
            
            
            (6,859,648
            )
            
            (3,929,492
            )Inventories
            
            
            (804,545
            )
            
            2,231,701Increase
                (decrease) in -Accounts
                payable
            
            
            (614,945
            )
            
            748,048Other
                payables and accrued
                liabilities
            
            
            611,603
            
            
            (138,176
            )Income
                taxes
                payable
            
            
            (14,025
            )
            
            (111,908
            )Net
                cash used in operating activities
            
            
            (5,573,292
            )
            
            (3,898,031
            )**Cash
                flows from investing activities**Acquisition
                of plant and
                equipment
            
            
            (3,697,162
            )
            
            (3,824
            )Proceeds
                from disposal of plant
                and equipment
            
            
            -
            
            
            320Net
                cash used in investing activities
            
            
            (3,697,162
            )
            
            (3,504
            )**Cash
                flows from financing activities**Proceeds
                from issuance of common stock
            
            
            2,669,987
            
            
            -Proceeds
                from issuance of Series
                A convertible preferred stock
            
            
            -
            
            
            2,641,683Proceeds
                from new short-term bank loans
            
            
            -
            
            
            2,815,939Repayment
                of short-term bank
                loans
            
            
            (1,233,535
            )
            
            (2,247,211
            )Net
                advances under other
                short-term bank borrowings
            
            
            2,989,988
            
            
            1,969,237Increase
                in restricted
                cash
            
            
            284,396
            
            
            (1,440,370
            )Advances
                (from) to related
                parties
            
            
            -
            
            
            (9,057
            )Decrease
                (increase) in bank
                overdrafts
            
            
            141,375
            
            
            (66,923
            )Net
                cash provided by financing activities
            
            
            4,852,211
            
            
            3,663,298Net
                decrease in cash and cash equivalents
            
            
            (4,418,243
            )
            
            (238,237
            )Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            (1,153
            )
            
            (3,674
            )Cash
                and cash equivalents - beginning of period
            
            
            6,258,119
            
            
            316,621Cash
                and cash equivalents - end of period
            
            
            1,838,723
            
            
            74,710




5




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS *(Continued)*


(Stated
      in US Dollars)





***Six
                months ended June 30,******2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)******$***
            ******
            ***$***Supplemental
                disclosures of cash flow information :Cash
                paid for :Interest
            
            
            1,024,838
            
            
            514,419Income
                taxes
            
            
            14,025
            
            
            111,908




See
      notes
      to consolidated financial statements.




6





ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**1.**
            **Organization
                and nature of operations**





Asia
      Time
      Corporation (the “Company”), formerly SRKP 9, Inc., was incorporated in the
      State of Delaware on January 3, 2006. Effective January 23, 2007, the Company
      changed its name from SRKP 9, Inc. to Asia Time Corporation.





Recapitalization





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 Kwong
      Kai Shun, the sole shareholder of Times Manufacture (“Original Shareholder”).
      The closing of the Exchange Agreement occurred on January 23, 2007.





The
      Company effected 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. These
      financial statements give retroactive effect to this share split.





At
      the
      closing of the Exchange Agreement, the Company acquired all of the capital
      shares of Times Manufacture from the Original Shareholder, in exchange for
      which
      the Company issued 19,454,420 shares of its Common Stock to the Original
      Shareholder. The 19,454,420 shares of common stock issued to the Original
      Shareholder in conjunction with this transaction have been presented as
      outstanding for all periods presented.





The
      Original Shareholder of Times Manufacture acquired 84% of the Company’s issued
      and outstanding common stock in conjunction with the completion of the Exchange
      Agreement. Therefore, although Times Manufacture became the Company’s
      wholly-owned subsidiary, the transaction was accounted for as a recapitalization
      in the form of a reverse merger of Times Manufacture, whereby Times Manufacture
      was deemed to be the accounting acquirer and was deemed to have retroactively
      adopted the capital structure of SRKP 9, Inc. Since the transaction was
      accounted for as a reverse merger, the accompanying consolidated financial
      statements reflect the historical consolidated financial statements of Times
      Manufacture for all periods presented, and do not include the historical
      financial statements of SRKP 9, Inc. All costs associated with the reverse
      merger transaction were expensed as incurred.





The
      Company agreed to register the 1,999,192 shares of common stock that were held
      by certain of the Company’s shareholders immediately prior to the closing of the
      Exchange Agreement. If the Company fails to register 1,999,192 shares due to
      failure on the part of the Company, additional shares of its common stock shall
      be issued to the respective shareholders in the amount of 0.0333% of their
      respective shares for each calendar day until the registration becomes
      effective. There is no maximum potential consideration to be transferred in
      connection with the registration of these shares. The Company agreed to file
      a
      registration statement no later than the tenth day after the end of the six
      month period that immediately follows the filing date of the initial
      registration statement (the "Required Filing Date"). The Company agreed to
      use
      reasonable best efforts to cause such registration





7


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)








**1.**
            **Organization
                and nature of operations*********(Continued)***





statement
      to become effective within 120 days after the Required Filing Date or the actual
      filing date, whichever is earlier, or 150 days after the Required Filing Date
      or
      the actual filing date, whichever is earlier, if the registration statement
      is
      subject to a full review by the Securities and Exchange Commission (“SEC”). In
      addition, the Company agreed to use its reasonable best efforts to maintain
      the
      registration statement effective for a period of 24 months at the Company's
      expense.





Restructuring





For
      the
      purpose of the reverse takeover transaction (“RTO”), the companies comprising
      the group underwent a restructuring in December 2005 (the “Restructuring”), and
      the Company 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 with a designated value of
      $1.00
      of the company’s voting common stock, representing 99.99% of the voting power in
      the company.





Before
      acquisition of TME HK group, TME HK acquired all of the outstanding and issued
      shares of common stock of its subsidiaries (including BW, CI, GI and MI) from
      their then existing stockholders in consideration for the issuance of 10,000
      shares with a designated value of $1.00 of TME HK’s voting common
      stock.





Corporate
      Structure – Before Restructuring









8




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**1.**
            **Organization
                and nature of operations*********(Continued)***





Corporate
      Structure – After Restructuring







Description
      of business





The
      Company and its subsidiaries (together, the “Group”) are engaged in sales to
      distributors of completed watches and watch components.


**Name of company**
              
              **Place and date of**
                **incorporation**
              
              **Issued and fully**
                **paid capital**
              
              **Principal activities**Times
                  Manufacture & E-Commerce Corporation Ltd
              
              British
                  Virgin Islands
                March
                  21, 2002
              
              US$20,002
                Ordinary
              
              Investment
                  holdingTimes
                  Manufacturing & E-Commerce Corporation Ltd
                (“TME
                  HK”)
              
              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
 9


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)








**2.**
            **Summary
                of significant accounting
                policies**





The
      accompanying consolidated financial statements have been prepared in accordance
      with U.S. generally accepted accounting principles (“U.S. GAAP”).





Principle
      of Consolidation





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





Use
      of
      estimates





The
      preparation of the consolidated financial statements in conformity with U.S.
      generally accepted accounting principles requires management of the Group to
      make a number of estimates and assumptions relating to the reported amounts
      of
      assets and liabilities and the disclosure of contingent assets and liabilities
      at the date of the consolidated financial statements and the reported amounts
      of
      revenues and expenses during the period. Significant items subject to such
      estimates and assumptions include the recoverability of the carrying amount
      of
      property and equipment, intangible assets; the collectibility of accounts
      receivable; the realizability of deferred tax assets; the realizability of
      inventories; and amounts recorded for contingencies. These estimates are often
      based on complex judgments and assumptions that management believes to be
      reasonable but are inherently uncertain and unpredictable. Actual results may
      differ from those estimates.





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.





Restricted
      cash





Certain
      cash balances are held as security for short-term bank borrowings and are
      classified as restricted cash in the Company’s balance sheets.





10




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





Accounts
      receivable





Accounts
      receivable are stated at original amount less an 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 the original terms
      of
      the 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.





The
      Group
      has a credit policy in place and the exposure to credit risk is monitored on
      an
      ongoing basis credit evaluations are preferred on all customers requiring credit
      over a certain amount.





During
      the reporting period, the Group did not experience any bad debts 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,
      management makes judgments as to future demand requirements compared to current
      or committed inventory levels. The Company has vendor arrangements on the
      purchase of watch movements providing for price reduction paid in the form
      of
      additional watch movements. The percentage of additional movements to be
      received by the Company from these vendors is estimated and inventory costs
      are
      reduced to reflect the effect of these additional movements on the actual cost
      of the items in inventory. During the reporting period, the Company did not
      make
      any allowance for slow-moving or defective inventories.





Leasehold
      lands





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.





11


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





Intangible
      assets





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





Amortization
      of intangible assets is provided using the straight-line method over their
      estimated useful lives as follows:





Trademarks
            
            
            20
            %Websites
            
            
            20
            %





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 recognized in the balance sheet at fair value plus transaction costs.
      Subsequently, they are stated in the balance sheet at amortized cost using
      the
      effective interest method less any identified impairment losses.





Investments
      are recognized / derecognized on the date the Company commits to  purchase
      / sell the investments or they expire.





Property
      and equipment





Property
      and equipment are stated at cost less accumulated depreciation.





Depreciation
      of property and equipment is provided using the straight-line method over their
      estimated useful lives as follows:-





Land
                and 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
            %





12


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





Property
      and equipment *(Continued)*





Property
      and equipment, and intangible assets subject to amortization are reviewed for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. Recoverability of assets
      to
      be held and used is measured by a comparison of the carrying amount of an asset
      to estimated undiscounted future cash flows expected to be generated by the
      asset. If the carrying amount of an asset exceeds its estimated future cash
      flows, an impairment charge is recognized by the amount by which the carrying
      amount of the asset exceeds the fair value of the asset. Assets to be disposed
      of are separately presented in the balance sheet and reported at the lower
      of
      the carrying amount or fair value less costs to sell, and are no longer
      depreciated.





Revenue
      recognition




Sales
      of
      goods represent the invoiced value of goods, net of sales returns, trade
      discounts and allowances.




The
      Company recognizes revenue when the goods are delivered and the customer takes
      ownership and assumes risk of loss, collection of the relevant receivable is
      probable, persuasive evidence of an arrangement exists, and the sales price
      is
      fixed or determinable. The Company provides pre and post sales service to its
      customers related to inventory management information in order to facilitate
      and
      manage sales to customers. By providing such services to keep track of
      customers’ inventory levels, the Company can manage and replenish inventory
      levels on a timely basis. The Company’s integration, design and development and
      management services provide customers with watch design assistance, components
      outsourcing or other project support, and are generally completed prior to
      a
      sale and do not continue post-delivery. There is no requirement that these
      services be provided for a sale to take place, nor is there any objective or
      reliable evidence of a separate fair value, or if no longer offered or ceased
      to
      be offered would a right of return be created for the goods sold. The Company
      believes these services are part of the sales process and are not a customer
      deliverable, and are therefore charged to selling expense or cost of sales,
      as
      appropriate.





Advertising
      and promotion expenses





Advertising
      and promotion expenses are charged to expense as incurred.





Advertising
      and promotion expenses amounted to $Nil during each of the three- and six-month
      periods ended June 30, 2008 and 2007.





13


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





Income
      taxes





Income
      taxes are accounted for under the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in income in the period that includes the enactment
      date.





Comprehensive
      income





Other
      comprehensive income refers to revenues, expenses, gains and losses that under
      U.S. GAAP are included in comprehensive income but are excluded from net income
      as these amounts are recorded as a component of stockholders’ equity. The
      Company’s other comprehensive income represented foreign currency translation
      adjustments.





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.




14


ASIA
        TIME
        CORPORATION
 (Formerly
        SRKP 9, Inc.)
 
 NOTES
        TO
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Stated
        in US Dollars)
 
 **2.**
              **Summary
                  of significant accounting policies*****(Continued)***
 
 Foreign
        currency translation
 
 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.
 
 ***Six months ended***
                ***June 30,******2008***
              
              ***2007***Six
                  months end HK$ : US$ exchange rate
              
              
              7.8070
              
              
              7.8130Average
                  quarterly HK$ : US$ exchange rate
              
              
              7.7972
              
              
              7.8117
 
 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.
 
 Basic
        and diluted earnings per share
 
 The
        Company computes earnings per share (“EPS’) in accordance with Statement of
        Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”),
        and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128
        requires companies with complex capital structures to present basic and diluted
        EPS. Basic EPS is measured as the income or loss available to common
        shareholders divided by the weighted average common shares outstanding for
        the
        period. Diluted EPS is similar to basic EPS but presents the dilutive effect
        on
        a per share basis of potential common shares (e.g., convertible securities,
        options, and warrants) as if they had been converted at the beginning of
        the
        periods presented, or issuance date, if later. Potential common shares that
        have
        an anti-dilutive effect (i.e., those that increase income per share or decrease
        loss per share) are excluded from the calculation of diluted
        EPS.




15




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***


Basic
        and diluted earnings per share *(Continued)*
 
 The
        calculation of diluted weighted average common shares outstanding for the
        three
        and six months ended June 30, 2008 and 2007 is based on the estimate fair
        value
        of the Company’s common stock during such periods applied to warrants and
        options using the treasury stock method to determine if they are dilutive.
        The
        Convertible Bond is included on an “as converted” basis when these shares are
        dilutive.
 
 The
        following tables are a reconciliation of the weighted average shares used
        in the
        computation of basic and diluted earnings per share for the periods
        presented:


***Three months ended***
              ***June 30,***
            
            ***Six months ended***
              ***June 30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            
            ***$***
            
            ***$***
            
            ***$***Numerator
                for basic and diluted earnings per share:Net
                income
            
            
            3,231,594
            
            
            1,234,795
            
            
            5,679,015
            
            
            1,042,255Denominator:Basic
                weighted average shares
            
            
            25,698,807
            
            
            23,156,629
            
            
            24,879,527
            
            
            22,686,183Effect
                of dilutive securities
            
            
            3,110,579
            
            
            2,250,348
            
            
            2,174,238
            
            
            1,920,077Diluted
                weighted average shares
            
            
            28,809,386
            
            
            25,406,977
            
            
            27,053,765
            
            
            24,606,260Basic
                earnings per share:
            
            
            0.13
            
            
            0.05
            
            
            0.23
            
            
            0.05Diluted
                earnings per share
            
            
            0.11
            
            
            0.05
            
            
            0.21
            
            
            0.04




16


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





Interest
      rate risk





The
      Group
      is exposed to interest rate risk arising from short-term variable rate
      borrowings from time to time. The Group’s future interest expense will fluctuate
      in line with any change in borrowing rates. The Group does not have any
      derivative financial instruments for the six months ended June 30, 2008 and
      2007
      and believes its exposure to interest rate risk is not
      material.





Stock-Based
      Compensation





Effective
      January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based
      Payment” (“SFAS 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based
      Compensation”. SFAS 123R requires that the Company measure the cost of employee
      services received in exchange for equity awards based on the grant date fair
      value of the awards, with the cost to be recognized as compensation expense
      in
      the Company’s financial statements over the vesting period of the awards.
      Accordingly, the Company recognizes compensation cost for equity-based
      compensation for all new or modified grants issued after December 31, 2005.
      The
      Company did not have equity awards outstanding at December 31,
      2005.





The
      Company accounts for stock option and warrant grants issued and vesting to
      non-employees in accordance with EITF 96-18, “Accounting for Equity Instruments
      that are Issued to Other Than Employees for Acquiring, or in Conjunction with
      Selling, Goods or Services”, and EITF 00-18, “Accounting Recognition for Certain
      Transactions involving Equity Instruments Granted to Other Than Employees”,
      whereas the value of the stock compensation is based upon the measurement date
      as determined at either (a) the date at which a performance commitment is
      reached or (b) at the date at which the necessary performance to earn the equity
      instruments is complete.





During
      the six months ended June 30, 2008 and 2007, the Company recorded $700,000
      and
      $1,652,205, respectively, as a charge to operations to recognize the grant
      date
      fair value of stock-based compensation in conjunction with the Escrow Agreement
      described at Note 16.


17


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**2.**
            **Summary
                of significant accounting policies*****(Continued)***





*Recently
      Issued Accounting Pronouncements*





In
      February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-1 *“Application
      of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
      Pronouncements. That address Fair Value Measurement for Purposes of Lease
      Classification or Measurement under Statement 13,” and FSP FAS 157-2, “Effective
      Date of FASB Statement No. 157.”* FSP FAS
      157-1 amends the scope of SFAS No. 157 and other accounting standards that
      address fair value measurements for purpose of lease classification or
      measurement under Statement 13. The FSP is effective on initial adoption of
      Statement 157, FSP FAS 157-2 defers the effective date of SFAS No. 157 to fiscal
      years beginning after November 15, 2008 for all nonfinancial assets and
      nonfinancial liabilities, exception those that are recognized or disclosed
      at
      fair value in the financial statements on a recurring basis. The Company does
      not expect the adoption of FSP FAS 157-1 and FSP FAS 157-2 will have a material
      impact on its consolidated financial statements.





In
      December 2007, the FASB issued SFAS No. 141(R), *“Business
      Combinations”* and SFAS
      No. 160, “Noncontrolling Interests in Consolidated Financial Statements – *an
      amendment to ARB No. 51”* .
      SFAS
      No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities,
      noncontrolling interests and goodwill acquired in business combination to be
      recorded at “full fair value” and require noncontrolling interests (previously
      referred to as minority interests) to be reported as a component of equity,
      which changes the accounting for transactions with noncontrolling interest
      holders. Both statements are effective for periods beginning on or after
      December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will
      be
      applied to business combinations occurring after the effective date. SFAS No.
      160 will be applied prospectively to all noncontrolling interests, including
      any
      that arose before the effective date. The Company is currently evaluating the
      impact of adopting SFAS No. 160 on its consolidated financial
      statements.





In
      March
      2008, the FASB issued SFAS No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities,”* which
      requires enhanced disclosures about an entity’s derivative and hedging
      activities. This Statement is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15, 2008. The Company
      does not expect the adoption of SFAS 161 will have a material impact on its
      results of operations and financial position.





In
      May
      2008, the FASB issued SFAS No. 162, *“The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      162”). This statement identifies the sources of accounting principles and the
      framework for selecting the principles used in the preparation of financial
      statements of nongovernmental entities that are presented in accordance with
      generally accepted accounting principles (“GAAP”). With the issuance of this
      statement, the FASB concluded that the GAAP hierarchy should be directed toward
      the entity and not its auditor, and reside in the accounting literature
      established by the FASB as opposed to the American Institute of Certified Public
      Accountants (“AICPA”) Statement on Auditing Standards No. 69, *“The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles.”* This
      statement is effective 60 days following the Securities and Exchange
      Commission’s approval of the Public Company Accounting Oversight Board
      amendments to AU Section 411, *“The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles.”* The
      Company does not expect the adoption of SFAS 162 will have a material impact
      on
      its results of operations and financial position.


18


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**3.**
            **Other
                operating income**





***Three months ended***
            
            ***Six months ended******June 30,***
            
            ***June 30,***
            
            ***June 30,***
            
            ***June 30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            ******
            ***$***
            ******
            ***$***
            ******
            ***$***License
                fee of intangible assets
            
            
            10,125
            
            
            32,571
            
            
            20,007
            
            
            65,287Rental
                income
            
            
            15,769
            
            
            15,710
            
            
            31,550
            
            
            31,49125,894
            
            
            48,281
            
            
            51,557
            
            
            96,778





**4.**
            **Non-operating
                income**





***Three months ended***
            
            ***Six months ended******June 30,***
            
            ***June 30,***
            
            ***June 30,***
            
            ***June 30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            
            ***$***
            
            ***$***
            
            ***$***Bank
                interest income
            
            
            63,896
            
            
            47,904
            
            
            110,748
            
            
            76,906Net
                exchange gains
            
            
            -
            
            
            548
            
            
            -
            
            
            1,47563,896
            
            
            48,452
            
            
            110,748
            
            
            78,381





**5.**
            **Interest
                expenses**





***Three months ended***
            
            ***Six months ended******June 30,***
            
            ***June 30,***
            
            ***June 30,***
            
            ***June 30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            
            ***$***
            
            ***$***
            
            ***$***Interest
                on trade related bank loan
            
            
            236,983
            
            
            248,538
            
            
            548,511
            
            
            468,040Interest
                and amortization on bonds
            
            
            177,595
            
            
            -
            
            
            459,764
            
            
            -Interest
                on short-term bank loans
            
            
            -
            
            
            7,181
            
            
            -
            
            
            16,764Interest
                on bank overdrafts
            
            
            8,295
            
            
            10,847
            
            
            15,901
            
            
            21,191Interest
                on other loans
            
            
            331
            
            
            8,424
            
            
            662
            
            
            8,424423,204
            
            
            274,990
            
            
            1,024,838
            
            
            514,419


19


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**6.**
            **Income
                taxes**





***Three months ended***
            
            ***Six months ended******June 30,***
            
            ***June 30,***
            
            ***June 30,***
            
            ***June 30,******2008***
            
            ***2007***
            
            ***2008***
            
            ***2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)******$***
            
            ***$***
            
            ***$***
            
            ***$***Hong
                Kong profits taxCurrent
                period
            
            
            668,663
            
            
            314,204
            
            
            1,480,309
            
            
            716,871





The
      Company’s subsidiaries operating in Hong Kong are subject to profits tax of
      16.5% (2007:17.5%) on the estimated assessable profits during the
      periods.





The
      Company’s subsidiaries that are incorporation in the British Virgin Islands are
      not subject to income taxes under that jurisdiction.


20


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)


**6.**
            **Income
                taxes (Continued)**  The
                major components of deferred tax recognized in the condensed consolidated
                balance sheets for the six months ended June 30, 2008 and the year
                ended
                December 31, 2007 respectively are as
                follows:





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$***Temporary
                difference on accelerated taxdepreciation
                on plant and equipment
            
            
            26,993
            
            
            27,024Deferred
                tax liabilities, net
            
            
            26,993
            
            
            27,024Recognized
                in the balance sheet:Net
                deferred tax assets
            
            
            (29,895
            )
            
            (29,929
            )Net
                deferred tax liabilities
            
            
            56,888
            
            
            56,95326,993
            
            
            27,024





Deferred
      tax assets of the Company relating to the tax effect of the change in valuation
      allowance of the Company has not been accounted for in the financial statements
      for the six months ended June 30, 2008 and the year ended December 31, 2007
      as
      management determined that it was more likely than not that these tax losses
      would not be utilized in the foreseeable future. There was no other significant
      unprovided deferred taxation of the Company at the balance sheet
      dates.


21


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**7.**
            **Prepaid
                expenses and other
                receivables**





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$***Rebate
                receivable
            
            
            2,437,812
            
            
            -Interest
                receivable
            
            
            -
            
            
            24,696Purchase
                deposits paid
            
            
            4,530,899
            
            
            7,553,332Deposit
                for acquisition
            
            
            7,442,039
            
            
            -Other
                deposits and prepayments
            
            
            136,382
            
            
            126,97114,547,132
            
            
            7,704,999





The
      purchase deposits represented advanced payments to suppliers for merchandises
      of
      inventories.





**8.**
            **Inventories**





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            ******
            ***$***Merchandises,
                at cost – completed watches
            
            
            2,587,691
            
            
            2,148,638Merchandises,
                at cost – watch movements
            
            
            10,572,549
            
            
            10,222,33213,160,240
            
            
            12,370,970





No
      inventories were written off during the six months ended June 30, 2008 and
      for
      the year ended December 31, 2007, respectively.


22


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**9.**
            **Property
                and equipment**




***As of******June 30,***
            
            ***December 31,******2008***
            
            ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$****Cost*Land
                and buildings
            
            
            1,186,674
            
            
            1,188,043Furniture
                and fixtures
            
            
            508,980
            
            
            488,901Office
                equipment
            
            
            228,078
            
            
            146,752Machinery
                and equipment
            
            
            1,194,953
            
            
            320,595Moulds
            
            
            3,489,305
            
            
            774,558Motor
                vehicles
            
            
            74,389
            
            
            74,4756,682,379
            
            
            2,993,324*Accumulated
                depreciation*Land
                and buildings
            
            
            82,918
            
            
            68,525Furniture
                and fixtures
            
            
            379,358
            
            
            331,751Office
                equipment
            
            
            133,345
            
            
            128,165Machinery
                and equipment
            
            
            257,535
            
            
            157,294Moulds
            
            
            817,048
            
            
            379,548Motor
                vehicles
            
            
            44,278
            
            
            36,3321,714,482
            
            
            1,101,615*Net*Land
                and buildings
            
            
            1,103,756
            
            
            1,119,518Furniture
                and fixtures
            
            
            129,622
            
            
            157,150Office
                equipment
            
            
            94,733
            
            
            18,587Machinery
                and equipment
            
            
            937,418
            
            
            163,301Moulds
            
            
            2,672,257
            
            
            395,010Motor
                vehicles
            
            
            30,111
            
            
            38,1434,967,897
            
            
            1,891,709





Depreciation
      expenses included in administrative and other operating expenses for the six
      months ended June 30, 2008 and 2007 were 614,911 and $128,864,
      respectively.





As
      at
      June 30, 2008 and December 31, 2007, the carrying amount of land and buildings
      pledged as security for the Group’s banking facilities amounted to $1,103,756
      and $1,119,518, respectively.


23


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**10.**
            **Leasehold
                lands**





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$****Cost*
            
            
            -
            
            
            949,514*Accumulated
                amortization*
            
            
            -
            
            
            -Transfer
                to property and equipment
            
            
            -
            
            
            (949,514
            )*Net*
            
            
            -
            
            
            -Analyzed
                for reporting purposes as:Current
                asset
            
            
            -
            
            
            -Non-current
                asset
            
            
            -
            
            
            --
            
            
            -





Amortization
      expenses included in administrative and other operating expenses for the six
      months ended June 30, 2008 and for the year ended December 31, 2007 were $Nil
      and $Nil respectively.





As
      at
      June 30, 2008 and December 31, 2007, the carrying amount of leasehold lands
      pledged as security for the Group’s banking facilities amounted to $Nil and
      $Nil, respectively.





**11.**
            **Held-to-maturity
                investments**





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$***Hang
                Seng Capital Guarantee Investment Fund-
                30,000 units at $10 each, interest rate at 10.5% in 3.75
                years*Cost*
            
            
            299,885
            
            
            300,231





As
      at
      June 30, 2008 and December 31, 2007, the carrying amount of held-to-maturity
      investments pledged as security for the Group’s banking facilities amounted to
      $299,885 and $300,231, respectively.


24


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**12.**
            **Intangible
                assets**




***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$****Cost*Trademarks
            
            
            199,821
            
            
            200,051Websites
            
            
            -
            
            
            -199,821
            
            
            200,051*Accumulated
                amortization*Trademarks
            
            
            171,846
            
            
            152,039Websites
            
            
            -
            
            
            -171,846
            
            
            152,039*Net*Trademarks
            
            
            27,975
            
            
            48,012Websites
            
            
            -
            
            
            -27,975
            
            
            48,012





Amortization
      expenses included in administrative and other operating expenses for the six
      months ended June 30, 2008 and 2007 were $20,007 and $91,907,
      respectively.





Estimated
      aggregate future amortization expenses for the succeeding three years as of
      June
      30, 2008 were as follows:





***$***2008
            
            
            27,975


25


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**13.**
            **Other
                payables and accrued
                liabilities**




***As of******June 30,***
                ***2008***
              
              ***December 31,***
                ***2007******(Unaudited)***
              
              ***(Audited)******$***
              ******
              ***$***
              ******Accrued
                  expenses
              
              
              301,606
              
              
              92,249Deposit
                  received
              
              
              401,952
              
              
              -Sales
                  deposits received
              
              
              39,899
              
              
              40,258743,457
              
              
              132,507





**14.**
            **Bank
                borrowings**





***As of******June 30,***
              ***2008***
            
            ***December 31,***
              ***2007******(Unaudited)***
            
            ***(Audited)******$***
            
            ***$***Secured:Bank
                overdrafts repayable on demand
            
            
            669,039
            
            
            528,451Repayable
                within one yearShort
                term bank loans
            
            
            988,745
            
            
            2,223,290Other
                trade related bank loans
            
            
            20,652,571
            
            
            17,686,73822,310,355
            
            
            20,438,479





As
      of
      June 30, 2008, the Company’s banking facilities are composed of the
      following:


**Amount****Facilities granted**
              
              **Granted**
              
              **Utilized**
              
              **Unused*****$***
              
              ***$***
              
              ***$***Bank
                  overdrafts
              
              
              694,860
              
              
              669,039
              
              
              25,821Other
                  short terms bank loans
              
              
              988,745
              
              
              988,745
              
              
              -Other
                  trade related facilities
              
              
              20,725,660
              
              
              20,652,571
              
              
              73,08922,409,265
              
              
              22,310,355
              
              
              98,910





26


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)


**14.**
            **Bank
                borrowings*****(Continued)***





As
      of
      June 30, 2008, the above short-term banking borrowings were secured by the
      following:




(a)
            first
                fixed legal charge over leasehold land and buildings with carrying
                amounts
                of $1,103,756 (note 9 and 10);  (b)
            charge
              over restricted cash of totally
              $8,211,511;  (c)
            charge
              over held-to-maturity investments of $299,885 (note 11);
              and




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





(e)
            Other
                financial covenant:-





The
      bank
      borrowings require one of the Company’s subsidiaries to be secured by an
      Insurance Policy of $2,570,463 and a director as the insured party.





The
      bank
      borrowings require one of the Company’s subsidiaries to maintain a minimum net
      worth of $5,251,697.





The
      Company was in compliance with this requirement at June 30, 2008.





The
      interest rates of short-terms bank loans were at 6.25%
      to 8.00% per
      annum with various maturity rates.





The
      interest rates of other trade related bank loans were at Hong Kong Prime Rate
      minus 0.75% to 2% per annum.





**15.**
            **Convertible
                Bonds and Bond Warrants**





On
      November 13, 2007, the Company completed a financing transaction with ABN AMRO
      Bank N.V. (the “Subscriber”) issuing (i) $8,000,000 Variable Rate Convertible
      Bonds due in 2012 (the “Bonds”) and (ii) warrants to purchase an aggregate of
      600,000 shares of the Company’s common stock, subject to adjustments for stock
      splits or reorganizations as net forth in the warrant, that expire in 2010
      (the
“Warrants“).





The
      Bonds
      were subscribed at a price equal to 97% of their principal amount, which is
      the
      issue price of 100% less a 3% commission to the Subscriber. The Bonds were
      issued pursuant to, and are subject to the terms and conditions of, a trust
      deed
      dated November 13, 2007, as amended, between the Company and The Bank of New
      York, London Branch (the “Trust Deed“). The Bonds are also subject to a paying
      and conversion agency agreement dated November 13, 2007 between the Company,
      The
      Bank of New York, and The Bank of New York, London Branch. The terms and
      conditions of the Bonds, as set forth in the Trust Deed include, among other
      thing, the following terms:


27


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**15.**
            **Convertible
                Bonds and Bond Warrants*****(Continued)***





*-
      Interest Rate* .
      The
      Bonds bear cash interest from November 13, 2007 at the rate of 6% per annum
      for
      the first year after November 13, 2007 and 3% per annum thereafter, of the
      principal amount of the Bonds.





*-
      Conversion.* Each
      Bond is convertible at the option of the holder at any time on a date that
      is
      365 days after the date that the Company’s securities are traded on the American
      Stock Exchange (“AMEX”) through March 28, 2012, into shares of the Company’s
      common stock at an initial conversion price equal to the price per share at
      which shares are sold in the Company’s proposed initial public offering of
      common stock on the American Stock Exchange (“AMEX”) with minimum gross proceeds
      of $2,000,000. If no initial public offering occurs prior to conversion, the
      conversion price per share will be $2.00, subject to adjustment in accordance
      with the terms and conditions of the Bonds. The conversion price was adjusted
      to
      $3.50 based on the Company’s initial public offering completed in February 2008.
      The conversion price is subject to adjustment in certain events, including
      the
      Company’s issuance of additional shares of common stock or rights to purchase
      common stock at a per share or per share exercise or conversion price,
      respectively, at less than the applicable per share conversion price of the
      Bonds. If for the period of 20 consecutive trading days immediately prior to
      April 12, 2009 or February 18, 2012, the conversion price for the Bonds is
      higher than the average closing price for the shares, then the conversion price
      will be reset to such average closing price; provided that, the conversion
      price
      will not be reset lower than 70% of the then existing conversion price. In
      addition, the Trust Deed provides that the conversion price of the Bonds cannot
      be adjusted to lower than $0.25 per share of common stock (as adjusted for
      stock
      splits, stock dividends, spin-offs, rights offerings, recapitalizations and
      similar events).





*-
      Mandatory Redemptions.* If
      either (i) the Company’s common stock (including the shares of common stock
      issuable upon conversion of the Bonds and exercise of the Warrants) are not
      listed on AMEX on or before August 13, 2008 or (ii) the Company breaches certain
      of its obligations to timely register the Bonds, Warrants and underlying shares
      pursuant to the registration rights agreement dated November 13, 2007 entered
      into by and between the Subscriber and the Company, then holders of the Bonds
      can require the Company to redeem the Bonds at 104.53% of the principal amount
      of the Bonds at any time after November 13, 2008. In addition, at any time
      after
      November 13, 2010, holders of the Bonds can require the Company to redeem the
      Bonds at 126.51% of the principal amount. The Company is required to redeem
      any
      outstanding Bonds at 150.87% of its principal amount on November 13,
      2012.





On
      November 13, 2007, the Company entered into a warrant instrument with the
      Subscriber pursuant to which the Subscriber purchased the Warrants from the
      Company (the “Warrants Instrument”). The Warrants, which are represented by a
      global certificate, are also subject to a warrant agency agreement by and among
      the Company, The Bank of New York and The Bank of New York, London Branch dated
      November 13, 2007 (the “Warrant Agency Agreement”). Pursuant to the terms and
      conditions of the Warrant Instrument and the Warrant Agency Agreement, the
      Warrants vested on November 13, 2007 and will terminate on November 13, 2010.
      The Warrants are exercisable at a per share exercise price of $0.01. The Company
      has agreed to list the Warrant on AMEX, or any alternative stock exchange by
      November 13, 2008.


28


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**15.**
            **Convertible
                Bonds and Bond Warrants*****(Continued)***





On
      November 13, 2007 the Company also entered into a registration rights agreement
      with the Subscriber pursuant to which the Company agreed to include the Bonds,
      the Warrants, and the shares of common stock underlying the Bonds and Warrants
      in a pre-effective amendment to registration statement that the Company have
      on
      file with the SEC. Subsequently, the Company verbally agreed with the Subscriber
      not to include the Subscriber’s securities in this registration statement and to
      register them in a separate registration statement to be filed promptly after
      the effective date of this registration statement.





At
      November 13, 2007, the date of issuance, the Company determined the fair value
      of the Bonds to be $7,760,000. The warrants and the beneficial conversion
      feature were $1,652,701 and $6,107,299 respectively, which were determined
      under
      the Black-Scholes valuation method. They are included under stockholders’ equity
      as additional paid in capital-stock warrants and additional paid in
      capital-beneficial conversion feature respectively in accordance with guidance
      of APB 14 and EITF No. 98-5.Accordingly, the interest discount on the warrants
      and beneficial conversion feature were recorded, and are being amortized by
      the
      interest method of 5 years. The Beneficial Conversion Feature was calculated
      using a $2 conversion price. The conversion rate effective with the Company’s
      initial public offering in February 2008 increased to $3.50. This change in
      the
      conversion rate will result in a reduction of the Beneficial Conversion Feature
      by approximately $4 million dollars and will result in a reduction in additional
      paid in capital and increase the bonds payable. The overall result in a
      reduction in bond discounts.





As
      addressed in an earlier paragraph under Mandatory Redemptions, the Company
      will
      redeem each bond at 150.87% of its principal amount on November 13, 2012 (the
      maturity date). On the basis of this commitment, the Company has determined
      the
      total redemption premium to be $4,069,600, which is an addition to the original
      face value of the Bonds of $8,000,000. This redemption premium is to be
      amortized to interest expense over the term of the Bonds by the interest method.
      Interest expense on the accretion of redemption premium for the period from
      November 13, 2007 to June 30, 2008 amounted to $219,765 as disclosed in the
      following schedule of Convertible Bonds Payable.


29


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**15.**
            **Convertible
                Bonds and Bond Warrants*****(Continued)***





Because
      of the fact that the $8,000,000 Variable Rate Convertible Bonds contain three
      separate securities and yet merged into one package, the bond security must
      identify its constituents and establish the individual value as determined
      by
      the Issuer as follows:


(1)
              Convertible
                  Bonds
              $
              8,000,000(2)
              Bond
                  Discount
              $
              240,000(3)
              Warrants
              $
              1,652,701(4)
              Beneficial
                  Conversion Feature
              $
              1,892,701





The
      above
      items (2), (3), and (4) are to be amortized to interest expense over the term
      of
      the Bonds by the effective interest method as disclosed in the table
      below.





The
      Convertible Bonds Payable, net consists of the following:-





For the six months ended June 30, 2008
            
            ***$***Convertible
                Bonds Payable
            
            
            8,000,000Less:
                Interest discount - Warrants
            
            
            (1,652,701
            )Less:
                Interest discount - Beneficial conversion feature
            
            
            (1,892,701
            )Less:
                Bond discount
            
            
            (240,000
            )Accretion
                of interest discount - Warrant
            
            
            44,374Accretion
                of interest discount - Beneficial conversion feature
            
            
            434,179Amortization
                of bond discount to interest expense
            
            
            6,4446%
                Interest Payable
            
            
            14,896Accretion
                of redemption premium
            
            
            65,333Net
            
            
            4,779,824





**16.**
            **Common
                stock and****convertible****preferred
                stock**





The
      Company conducted a private placement (“Private Placement”) pursuant to
      subscription agreements (the “Subscription Agreement”) entered into by the
      Company and certain investors. Pursuant to the Private Placement, 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 aggregate gross proceeds of
      $2,902,947.





At
      the
      initial closing of the Private Placement 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 Private Placement on February 9, 2007, the Company sold
      an
      aggregate of 501,320 shares of Series A Preferred Stock.





The
      shares of the Company’s Series A Preferred Stock are convertible into shares of
      common stock at a conversion price equal to the share purchase price, subject
      to
      adjustments. Accordingly, each share of Series A Preferred Stock is initially
      convertible into one share of common stock.


30


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**16.**
            **Common
                stock and****convertible****preferred
                stock*****(Continued)***





If
      the
      Company at any time prior to the first trading day on which the 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”) sells or
      issues 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 the Company are at least $1,000,000, 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 the 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.





The
      Company 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. The Company agreed to a penalty
      provision with respect to its obligation to register the Series A Convertible
      Preferred Stock. If the Company fails to register the Series A Convertible
      Preferred Stock due to failure on the part of the Company, the Company will
      pay
      to the holders of Series A Convertible Preferred Stock a cash payment equal
      to
      0.0333% of the purchase price of their respective shares for each business
      day
      of the failure. There is no maximum potential consideration to be transferred.
      The Company is required to file the registration statement no later than 30
      days
      after the consummation of the Private Placement and agreed to use reasonable
      best efforts to cause such Registration Statement to become effective within
      150
      days after the closing of the Private Placement, or 180 days if the Registration
      Statement is subject to a full review by the SEC. The Company is also required
      to use its reasonable best effort to maintain the Registration Statement
      effective for a period of 24 months at the Company's expense.





The
      investors in the Private Placement also entered into a lock-up agreement
      pursuant to which they agreed not to sell their shares until the Company common
      stock begins to be listed or quoted on the New York Stock Exchange, American
      Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin
      Board, after which their shares will automatically be released from the lock
      up
      every 30 days on a pro rata over a nine month period beginning on the date
      that
      is 30 days after listing or quotation of the shares.





In
      connection with the Private Placement, in January and February 2007, Kwong
      Kai
      Shun, the Company's Chairman of the Board, Chief Executive Officer and Chief
      Financial Officer, entered into an agreement (the “Escrow Agreement”) with the
      investors in the Private Placement pursuant to which Mr. Kwong agreed to place
      2,326,000 shares of his common stock in escrow for possible distribution to
      the
      investors (the "Escrow Shares"). Pursuant to the Escrow Agreement, if the
      Company's net income for 2006 or 2007 (subject to specified adjustments) as
      set
      forth in its filings with the SEC is less than $6,300,000 or $7,700,000,
      respectively, a portion, if not all, of the Escrow Shares will be transferred
      to
      the investors


31


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**16.**
            **Common
                stock and****convertible****preferred
                stock*****(Continued)***





based
      upon the Company's actual net income, if any, for such fiscal years. In
      addition, Mr. Kwong has agreed to purchase all of the shares of Series A
      Preferred Stock then held by such investors at a per share purchase price of
      $1.29 if the Company's common stock fails 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, which has been
      subsequently extended to March 31, 2008. The number of shares that Mr. Kwong
      will distribute to shareholders will be determined by the number of shares
      of
      common stock that have not been sold by the investors, multiplied by the
      shortfall in a valuation agreed upon by the parties. The agreed upon shortfall
      in valuation is calculated using the $1.29 purchase price per share of the
      common stock, the actual amount of net income for either 2006 or 2007 (subject
      to specified adjustments) and a price earnings ratio set at 5 for 2006 and
      4 for
      2007. In no circumstances will Mr. Kwong be required to distribute in excess
      of
      2,326,000 shares. In the event that Mr. Kwong transfers any shares 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.





The
      Company has accounted for the Escrow Shares as the equivalent of a
      performance-based compensatory stock plan between the Company and Mr. Kwong.
      Accordingly, the Company determined the fair value of the stock-based
      compensation related to the Escrow Shares by employing a binomial tree model,
      which is commonly used to value performance-based equity compensation packages.
      The valuation model used a volatility factor of 57%, a risk-free interest rate
      of 5.7%, and weekly steps to incorporate various possible scenarios for net
      income and common stock price. The probability at each quarter-end represents
      the probability of achieving the annual 2006 and 2007 net income targets
      specified in the Escrow Agreement. This quarterly probability is a time-weighted
      average of the implicit probabilities of achieving each net income target.
      The
      probabilities are calculated using multi-period scenario analyses through a
      backward induction tree, which generated an aggregate fair value for the Escrow
      Shares of $2,433,650. The inputs to the valuation mode were based on actual
      quarterly net income and estimates made by the Company that the required annual
      net income would be equaled or exceeded.





As
      the
      performance conditions under this compensatory stock plan relate to the
      attainment of specific defined net income milestones for both 2006 and 2007,
      the
      Company has determined that the appropriate period over which to recognize
      the
      charge to operations for the aggregate fair value of this compensatory stock
      plan of $2,433,650 is the 11-month period from February 2007 through December
      2007, which is the period of vesting (which is equivalent to the period of
      benefit), since this is the period in which the Escrow Shares are subject to
      the
      Escrow Agreement.





The
      Company met the 2006 and 2007 net income requirement of $6,300,000 and
      $7,700,000, respectively, and the Escrow Shares had fully returned to Mr. Kwong
      on April 1, 2008.


32


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**16.**
            **Common
                stock and****convertible****preferred
                stock*****(Continued)***





If
      the
      Company pays a stock dividend on the shares of common stock, subdivide
      outstanding shares of common stock into a larger number of shares, combine,
      through a reverse stock split, outstanding shares of the common stock into
      a
      smaller number of shares or issues, in the event of a reclassification of shares
      of the common stock, any shares of capital stock, then the conversion price
      of
      the Series A Preferred Stock will be adjusted as follows: the conversion price
      will be multiplied by a fraction, of which (i) the numerator will be the number
      of shares of common stock outstanding immediately before one of the events
      described above and (ii) the denominator will be the number of shares of common
      stock outstanding immediately after such event.





Holder
      of
      the Series A Convertible Preferred Stock have the right to one vote per share
      of
      common stock issuable upon conversion of the shares underlying any shares of
      Preferred Stock outstanding as of the record date for purposes of determining
      which holders have the right to vote with respect to any matters brought to
      a
      vote before the Company’s holders of common stock.





In
      the
      event of any liquidation, dissolution, or winding up of the Company, the holders
      of the Series A Convertible Preferred Stock are entitled to receive in
      preference to the holders of common stock an amount per share of $1.29 plus
      any
      accrued but unpaid dividends. If the Company’s assets are insufficient to pay
      the above amounts in full, then all of the Company’s assets will be ratably
      distributed among the holders of the Series A Convertible Preferred Stock in
      accordance with the respective amounts that would be payable on such shares
      if
      all amounts payable were paid in full.





There
      are
      no additional specific dividend rights or redemption rights of holders of the
      Series A Convertible Preferred Stock.





If
      the
      Company redeems or acquired any shares of the Series A Convertible Preferred
      Stock are converted, those shares will resume the status of authorized but
      unissued shares of preferred stock and will no longer be designated as Series
      A
      Convertible Preferred Stock.





As
      long
      as any shares of Series A Convertible Preferred Stock are outstanding, the
      Company cannot alter or adversely change the powers, preference or rights given
      to the Series A Convertible Preferred Stock holders, without the affirmative
      vote of those holders.





On
      January 16, 2008, the Company entered into a consulting agreement with Public
      Equity Group Inc. Pursuant to the agreement, Public Equity Group will provide
      the Company with business consulting and investor relation services and other
      related services. The agreement has a term of one year, unless terminated
      earlier with 60-days prior written notice. As consideration for entering in
      the
      agreement and compensation for Public Equity Group’s services under the
      agreement, the Company issued 200,000 shares of its common stock to Public
      Equity Group Inc.





On
      February, 12, 2008, the Company’s common stock commenced trading on the American
      Stock Exchange.


33


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**16.**
            **Common
                stock and****convertible****preferred
                stock*****(Continued)***





On
      February 15, 2008, the Company issued 963,700 shares of common stock upon the
      closing of an initial public offering. The Company’s sale of common stock, which
      was sold indirectly by the Company to the public at a price of $3.50 per share,
      resulted in net proceeds of $2,669,987. These proceeds were net of underwriting
      discounts and commissions, fees for legal and auditing services, and other
      offering costs.





**17.**
            **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 during the six months ended June 30, 2008
      and
      2007 were $9,850 and $7,623, respectively.





**18.**
            **Commitments
                and contingencies**





Operating
      leases commitments





The
      Group
      leases office premises under various non-cancelable operating lease agreements
      that expire at various dates through years 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 June 30, 2008 are as follows:





***$***2008
            
            
            31,803





Rental
      expenses for the six months ended June 30, 2008 and 2007 were $44,312 and
      $50,302, respectively.




34




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**19.**
            **Segment
                Information**





SFAS
      No. 131, *Disclosures
      about Segments of an Enterprise and Related Information* ,
      establishes standards for reporting information about operating segments in
      financial statements. Operating segments are defined as components of an
      enterprise about which separate financial information is available that is
      evaluated regularly by the chief operating decision maker, or decision making
      group, in deciding how to allocate resources and in assessing
      performance.





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.





For
      the
      six months ended June 30, 2008





Watch
              movements
            
            Completed
              watches
            
            Unallocated
            
            Total$
            
            $
            
            $
            
            $Sales
            
            
            63,855,678
            
            
            11,092,466
            
            
            -
            
            
            74,948,144Cost
                of sales
            
            
            (56,446,692
            )
            
            (7,554,297
            )
            
            -
            
            
            (64,000,989
            )Gross
                profit
            
            
            7,408,986
            
            
            3,538,169
            
            
            -
            
            
            10,947,155Operations
                expenses
            
            
            (1,014,858
            )
            
            (564,388
            )
            
            (1,346,052
            )
            
            (2,925,298
            )Other
                operating income
            
            
            31,550
            
            
            20,007
            
            
            -
            
            
            51,557Income
                from operations
            
            
            6,425,678
            
            
            2,993,788
            
            
            (1,346,052
            )
            
            8,073,414Non-operating
                income
            
            
            110,748
            
            
            -
            
            
            -
            
            
            110,748Interest
                expenses
            
            
            (565,074
            )
            
            -
            
            
            (459,764
            )
            
            (1,024,838
            )Income
                before income taxes
            
            
            5,971,352
            
            
            2,993,788
            
            
            (1,805,816
            )
            
            7,159,324




35




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**19.**
            **Segment
                Information*****(Continued)***




For
      the
      three months ended June 30, 2008





Watch
              movements
            
            Completed
              watches
            
            Unallocated
            
            Total$
            
            $
            
            $
            
            $Sales
            
            
            32,527,223
            
            
            5,595,673
            
            
            -
            
            
            38,122,896Cost
                of sales
            
            
            (29,117,929
            )
            
            (3,736,762
            )
            
            -
            
            
            (32,854,691
            )Gross
                profit
            
            
            3,409,294
            
            
            1,858,911
            
            
            -
            
            
            5,268,205Operations
                expenses
            
            
            (499,980
            )
            
            (277,834
            )
            
            (256,720
            )
            
            (1,034,534
            )Other
                operating income
            
            
            15,769
            
            
            10,125
            
            
            -
            
            
            25,894Income
                from operations
            
            
            2,925,083
            
            
            1,591,202
            
            
            (256,720
            )
            
            4,259,565Non-operating
                income
            
            
            63,896
            
            
            -
            
            
            -
            
            
            63,896Interest
                expenses
            
            
            (245,609
            )
            
            -
            
            
            (177,595
            )
            
            (423,204
            )Income
                before income taxes
            
            
            2,743,370
            
            
            1,591,202
            
            
            (434,315
            )
            
            3,900,257




36




ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**19.**
            **Segment
                Information*****(Continued)***





For
      the
      six months ended June 30, 2007





Watch
              movements
            
            Completed
              watches
            
            Unallocated
            
            Total$
            
            $
            
            $
            
            $Sales
            
            
            38,234,542
            
            
            3,753,037
            
            
            -
            
            
            41,987,579Cost
                of sales
            
            
            (34,409,026
            )
            
            (2,009,843
            )
            
            -
            
            
            (36,418,869
            )Gross
                profit
            
            
            3,825,516
            
            
            1,743,194
            
            
            -
            
            
            5,568,710Operations
                expenses
            
            
            (541,642
            )
            
            (275,555
            )
            
            (1,916,930
            )
            
            (2,734,127
            )Fee
                and cost related to reverse merger
            
            
            -
            
            
            -
            
            
            (736,197
            )
            
            (736,197
            )Other
                operation income
            
            
            31,491
            
            
            65,287
            
            
            -
            
            
            96,778Income
                from operations
            
            
            3,315,365
            
            
            1,532,926
            
            
            (2,653,127
            )
            
            2,195,164Fees
                and costs related to reverse mergerNon-operating
                income
            
            
            78,381
            
            
            -
            
            
            -
            
            
            78,381Interest
                expenses
            
            
            (514,419
            )
            
            -
            
            
            -
            
            
            (514,419
            )Income
                before income taxes
            
            
            2,879,327
            
            
            1,532,926
            
            
            (2,653,127
            )
            
            1,759,126




37


ASIA
      TIME
      CORPORATION


(Formerly
      SRKP 9, Inc.)





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)








**19.**
            **Segment
                Information*****(Continued)***





For
      the
      three months ended June 30, 2007




Watch
                movements
              
              Completed
                watches
              
              Unallocated
              
              Total$
              
              $
              
              $
              
              $Sales
              
              
              19,010,476
              
              
              1,858,961
              
              
              -
              
              
              20,869,437Cost
                  of sales
              
              
              (17,486,901
              )
              
              (1,032,990
              )
              
              -
              
              
              (18,519,891
              )Gross
                  profit
              
              
              1,523,575
              
              
              825,971
              
              
              -
              
              
              2,349,546Operations
                  expenses
              
              
              (270,626
              )
              
              (163,358
              )
              
              (188,306
              )
              
              (622,290
              )Fee
                  and cost related to reverse merger
              
              
              -
              
              
              -
              
              
              -
              
              
              -Other
                  operation income
              
              
              15,710
              
              
              32,571
              
              
              -
              
              
              48,281Income
                  from operations
              
              
              1,268,659
              
              
              695,184
              
              
              (188,306
              )
              
              1,775,537Fees
                  and costs related to reverse mergerNon-operating
                  income
              
              
              48,452
              
              
              -
              
              
              -
              
              
              48,452Interest
                  expenses
              
              
              (274,990
              )
              
              -
              
              
              -
              
              
              (274,990
              )Income
                  before income taxes
              
              
              1,042,121
              
              
              695,184
              
              
              (188,306
              )
              
              1,548,999





Total
      assets




Watch
              movements
            
            Completed
              watches
            
            Unallocated
            
            Total$
            
            $
            
            $
            
            $At
                June 30, 2008
            
            
            52,479,099
            
            
            11,513,527
            
            
            13,505
            
            
            64,006,131At
                December 31, 2007
            
            
            45,349,351
            
            
            6,101,962
            
            
            -
            
            
            51,451,313








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 six months ended June 30,
      2008 and 2007 consequently, no segment information by geographical areas is
      presented.




38




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION**





*The
      following discussion should be read in conjunction with our consolidated
      financial statements and related notes included elsewhere in this quarterly
      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 quarterly 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
      $70.00. 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
      completed watches primarily to online retailers and internet
      marketers.





We
      are
      mainly engaged in watch movement distribution business in Hong Kong and China
      which accounted for approximately 89% of our revenue for the year ended December
      31, 2007. 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 Ronda AG, to a base of over
      350
      customers primarily through our direct sales force. As a part and included
      in
      our sale of watch movements, we provide a variety of value-added services,
      including automated inventory management services, integration, design and
      development, management, and 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 (“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. 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.





In
      2005,
      we re-aligned the structure and business functions of our subsidiaries to
      clearly define the scopes our business objectives in order to strengthen our
      ability to effectively conduct our business operations. Billion Win
      International Enterprise Limited, or Billion Win, is our central sourcing
      component. Billion Win, which is held indirectly through Times Manufacture,
      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, TME Enterprise Ltd. and Citibond Design Ltd., are
      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. operations are focused
      on
      complete watch marketing and distribution, with manufacturing being outsourced,
      and it concentrates on overseas markets.




39




**Watch
      Movement Segment**





Presently,
      Hong Kong does not generally have watch movement manufacturing. Watch movements
      are largely imported from Japan and Switzerland. The revenue for the watch
      movement segment of our business for the six months ended June 30, 2008 was
      $63.9 million, with a gross profit of $7.4 million, a 67.0% and 93.7% increase,
      respectively, as compared to $38.2 million in revenue and $3.8 million in gross
      profit for the six months ended June 30, 2007. The
      gross
      profit margin increased to 11.6% for the six months ended June 30, 2008 from
      10.0% for the same
      period in 2007,
      primarily due to more diversified products being promoted to customers and
      higher selling prices as a result of extended credit terms to our customers,
      plus the introduction of mechanical movements to the market which generally
      have
      higher profit margins. We
      provide a wide product spectrum of products ranging from mechanical movements
      to
      carrying major brands as well as middle-low end China quartz movements. We
      believe carrying a wide product spectrum enables us to provide a convenient
      one-stop provider for our customers, which may result in higher sales per
      customer. We began to target small to medium manufacturers in mid-2005 and
      our
      customer base has expanded to more than 350 watch manufacturers. In addition,
      we
      have extended our credit period from an average of 30 days to 50 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 $11.1 million for the six months ended June
      30, 2008, a 195.6% increase compared to the same period in 2007 in which revenue
      was $3.8 million. This segment contributed approximately 14.8% of our revenue
      for the six months ended June 30, 2008, as compared to 8.9% of revenue for
      the
      same period in 2007. The increase was primarily contributed to an increase
      in
      sales of high-end mechanical watches. Our main market positioning in China
      is on
      the middle-class adult, daily, sporty and classy design.





**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:





**Three
                months ended**
            
            **Six
                months ended****June 30, 2008**
            
            **June 30, 2007**
            
            **June 30, 2008**
            
            **June 30, 2007**Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            86.2
            %
            
            88.7
            %
            
            85.4
            %
            
            86.7
            %Gross
                profit
            
            
            13.8
            %
            
            11.3
            %
            
            14.6
            %
            
            13.3
            %Other
                operating income
            
            
            0.1
            %
            
            0.2
            %
            
            0.1
            %
            
            0.2
            %Depreciation
            
            
            0.8
            %
            
            0.3
            %
            
            0.8
            %
            
            0.3
            %Administrative
                expenses
            
            
            1.9
            %
            
            2.7
            %
            
            3.1
            %
            
            6.2
            %Income
                from operations
            
            
            11.2
            %
            
            8.5
            %
            
            10.8
            %
            
            7.0
            %Professional
                expenses related to Restructuring and Share Exchange
            
            
            -
            %
            
            -
            %
            
            -
            %
            
            1.8
            %Other
                income
            
            
            0.2
            %
            
            0.2
            %
            
            0.1
            %
            
            0.2
            %Interest
                expenses
            
            
            1.1
            %
            
            1.3
            %
            
            1.4
            %
            
            1.2
            %Profit
                before tax
            
            
            10.3
            %
            
            7.4
            %
            
            9.5
            %
            
            4.2
            %Taxation
            
            
            1.7
            %
            
            1.5
            %
            
            2.0
            %
            
            1.7
            %Net
                income
            
            
            8.6
            %
            
            5.9
            %
            
            7.5
            %
            
            2.5
            %




40




***Comparison
      of the three months ended June 30, 2008 with the three months ended June 30,
      2007***





Net
      sales
      for the three months ended June 30, 2008 was $38.1 million as compared to $20.9
      million for the comparable period in 2007, an increase of $17.3 million, or
      82.7%. This increase was primarily due to an increase in the sales of both
      completed watches and watch movements. Net sales of movements was $32.5 million
      for the three months ended June 30, 2008, accounting for approximately 85.3%
      of
      our total sales for the period, an increase of 71.1% as compared to $19.0
      million for the comparable period in 2007. The increase was primarily
      attributable to an increase in volume of movements from 25.3 million pieces
      to
      27.6 million pieces in the comparable three-month period in 2007 and 2008,
      respectively, and an increase in sales of middle to high-end movements. Sales
      of
      completed watches for the three months ended June 30, 2008, was $5.6 million
      as
      compared to $1.9 million for the comparable period in 2007, an increase of
      201.0%. The increase was due to a significant increase in sales of high-end
      mechanical watches partially offset by a decrease in low-end items. The total
      volume decreased from 0.22 million pieces to 85,500 pieces, or 61.6%, in the
      comparable periods in 2007 and 2008, respectively. The increase in sales of
      high-end mechanical watches and decrease in low-end items was a result of our
      strategic focus of our business on the high-end items which have a higher growth
      potential. Management believes the profit margin of mechanical watches is on
      the
      rise while the profit margin of quartz watches will further decline in 2008
      and
      2009. The profit margin of mechanical and quartz watches was approximately
      40%
      and 20%, respectively, for the three months ended June 30, 2008.





Cost
      of
      sales for the three months ended June 30, 2008 was $32.9 million, or 86.2%
      of
      net sales, as compared to $18.5 million, or 88.7% of net sales, for the same
      period in 2007. The decrease in cost of sales as a percentage of net sales
      was
      largely attributable to the introduction of our mechanical movements and watches
      to the market, which generally carry higher margins. In addition, the decrease
      is due to our improved economies of scale and price reductions that we received
      in the form of additional watch movements from the manufacturers.




Gross
      profit for the three months ended June 30, 2008 was $5.3 million, or 13.8%
      of
      net sales, compared to $2.4 million, or 11.3% of net sales for the same period
      in 2007. The increase in our gross profit was primarily attributable to an
      increase in sales of high-end products as a result of business re-alignment
      and
      improved economies of scale. The gross profit margin of watch movements
      increased from 8.0% for the three months ended June 30, 2007 to 10.5% for the
      same period in 2008. Gross profit margins are usually a factor of product mix
      and demand for product. The gross profit margin for completed watches for the
      three months ended June 30, 2008 was 33.2% as compared to 44.4% for the
      comparable period in 2007. The decrease in gross profit margin for completed
      watches was a result of management’s strategy to offer price discounts on our
      products in exchange for a decreased warranty period on the products, as opposed
      to 2007 in which we offered a long-term warranty. Management believes that
      this
      new pricing strategy on completed watches in 2008 will reduce our exposure
      to
      the risk of return goods.





Other
      income from operations was approximately $26,000 or 0.1% of net sales, for
      the
      three months ended June 30, 2008, as compared to approximately $48,000, or
      0.2%
      of net sales, for the three months ended June 30, 2007. The decrease was due
      to
      a decrease in income received from the license fees of intangible assets as
      we
      had disposed of some websites in 2007.





Administrative
      and other operating expenses were approximately $727,000, or 1.9% of net sales,
      for the three months ended June 30, 2008, as compared to approximately $558,000,
      or 2.7% of net sales, for the comparable period in 2007. The increase was
      primarily due to increased professional fees related to company restructuring
      and reporting requirements as a public company, together with additional
      employees and upgraded staff benefits. Management considers the expenses as
      a
      percentage of net sales to be a key performance indicator in managing our
      business.





Other
      income from non-operating activities was approximately $64,000, or 0.2% of
      net
      sales, for the three months ended June 30, 2008, as compared to approximately
      $48,000, or 0.2% of net sales, for the three months ended June 30, 2007. The
      increase was primarily due to an increase in bank interest income, which was
      approximately $58,000 for the three months ended June 30, 2008, as compared
      to
      approximately $48,000 for the same period in 2007.





Interest
      expenses for the three months ended June 30, 2008 was approximately $423,000,
      or
      1.1% of net sales, as compared to approximately $275,000, or 1.3% of net sales,
      in 2007. The increase was primarily due to the interest and amortization on
      bonds of approximately $178,000 in three months ended June 30,
      2008.





Income
      taxes for the three months ended June 30, 2008 were approximately $669,000,
      or
      1.8% of net sales, as compared to approximately $314,000, or 1.5% of net sales
      for the three months ended June 30, 2007. The increase in income taxes was
      primarily due to an increase in the operating profit. The taxation rate
      decreased from 17.5% for the period ended June 30, 2007 to 16.5% for the same
      period in 2008.





Net
      income for the three months ended June 30, 2008 was $3.2 million, or 8.5% of
      net
      sales, an increase of 161.7% over the comparable period in 2007 of $1.2 million,
      or 5.9% of net sales.




41




***Comparison
      of the six months ended June 30, 2008 with the six months ended June 30,
      2007***





Net
      sales
      for the six months ended June 30, 2008 was $75.0 million as compared to $42.0
      million for the comparable period in 2007, an increase of $33.0 million, or
      78.5%. This increase was primarily due to an increase in the sales of both
      completed watches and watch movements. Net sales of movements was $63.9 million
      for the six months ended June 30, 2008, accounting for approximately 85.2%
      of
      our total sales for the period, an increase of 67.0% as compared to $38.2
      million for the comparable period in 2007. The increase was primarily
      attributable to an increase in volume of movements from 46.6 million pieces
      to
      54.9 million pieces in the comparable six-month period in 2007 and 2008,
      respectively, and an increase in sales of middle to high-end movements. Sales
      of
      completed watches for the six months ended June 30, 2008, was $11.1 million
      as
      compared to $3.8 million for the comparable period in 2007, an increase of
      195.6%. The increase was due to a significant increase in sales of high-end
      mechanical watches partially offset by a decrease in low-end items. The total
      volume decreased from 0.43 million pieces to 0.18 million pieces, or 58.0%,
      in
      the comparable periods in 2007 and 2008, respectively. The increase in sales
      of
      high-end mechanical watches and decrease in low-end items was a result of our
      strategic focus of our business on the high-end items which have a higher growth
      potential. Management believes the profit margin of mechanical watches is on
      the
      rise while the profit margin of quartz watches will further decline in 2008
      and
      2009. The profit margin of mechanical and quartz watches was approximately
      40%
      and 20%, respectively, for the six months ended June 30, 2008.





Cost
      of
      sales for the six months ended June 30, 2008 was $64.0 million, or 85.4% of
      net
      sales, as compared to $36.4 million, or 86.7% of net sales, for the same period
      in 2007. The decrease in cost of sales as a percentage of net sales was largely
      attributable to the introduction of our mechanical movements and watches to
      the
      market, which generally carry higher margins. In addition, the decrease is
      due
      to our improved economies of scale and price reductions that we received in
      the
      form of additional watch movements from the manufacturers.




Gross
      profit for the six months ended June 30, 2008 was $11.0 million, or 14.6% of
      net
      sales, compared to $5.6 million, or 13.3% of net sales for the same period
      in
      2007. The increase in our gross profit margin was primarily attributable to
      the
      increase in sales of higher-margin products as a result of diversification
      of
      products, plus a decrease in costs in the six months ended June 30, 2008 due
      to
      improved economies of scale. Gross profit margins are usually a factor of
      product mix and demand for product. The gross profit of watch movements as
      a
      percentage of net sales had increased from 10.0% for the period ended June
      30,
      2007 to 11.6% of net sales for the same period in 2008. The increase in gross
      profit margin was primarily due to an increase in sales of higher-margin items.
      There was a decrease of gross profit margin for completed watches for the six
      months ended June 30, 2008, which was 31.9% of net sales as compared to 46.4%
      of
      net sales for the comparable period in 2007. The decrease in profit margin
      was
      due to the decrease in profit margin of low-end items as we were making
      clearance sales to move away from our low-end watches to focus our sales efforts
      on high-end items in accordance to our long-term strategy. Another reason of
      the
      decrease was the change in management’s strategy to offer price discounts in
      exchange for a decreased warranty period on the products, as opposed to 2007
      in
      which we offered a long-term warranty. Management believes that this new pricing
      strategy on completed watches in 2008 will reduce our exposure to the risk
      of
      return goods.





Other
      income from operations was approximately $52,000 or 0.1% of net sales for the
      six months ended June 30, 2008, as compared to approximately $97,000 or 0.2%
      of
      net sales for the six months ended June 30, 2007. The decrease was due to a
      decrease in income received from the license fees of intangible assets as we
      had
      disposed of some websites in 2007.





Administrative
      and other operating expenses were $2.3 million, or 3.1% of net sales for the
      six
      months ended June 30, 2008, as compared to $2.6 million, or 6.2% of net sales
      for the comparable period in 2007. The decrease in administrative and other
      operating expenses in amount and as a percentage of net sales was primarily
      due
      to a one-time recognition of approximately $1.7 million of stock-based
      compensation during the six months ended June 30, 2007 related to the Escrow
      Shares provided by our CEO, Kwong Kai Shun, pursuant to the Private Placement
      agreement entered into with our investors, and there is no such expense in
      the
      same period in 2008, partially offset by (i) a recognition of stock-based
      business consulting fee during the six month ended 2008 of approximately
      $700,000 valued at $3.50, the offering price in our public offering, and (ii)
      an
      increase in professional fees related to reporting requirements as a public
      company in 2008. Management considers these expenses as a percentage of net
      sales to be a key performance indicator in managing our business.





Other
      income from non-operating activities was approximately $111,000, or 0.1% of
      net
      sales, for the six months ended June 30, 2008, as compared to approximately
      $78,000, or 0.2% of net sales, for the six months ended June 30, 2007. The
      increase was primarily due to an increase in bank interest income, which was
      approximately $111,000 for the six months ended June 30, 2008, as compared
      to
      approximately $77,000 for the same period in 2007.




42




Interest
      expense for the six months ended June 30, 2008 was $1.0 million, or 1.4% of
      net
      sales, as compared to approximately $514,000, or 1.2% of net sales in the same
      period in 2007. The increase was primarily due to the interest and amortization
      on bonds of $460,000 in six months ended June 30, 2008.





Income
      taxes for the six months ended June 30, 2008 were $1.5 million, or 2.0% of
      net
      sales, as compared to approximately $717,000, or 1.7% of net sales for the
      six
      months ended June 30, 2007. The increase in income taxes was primarily due
      to an
      increase in the operating profit. The taxation rate decreased from 17.5% for
      the
      period ended June 30, 2007 to 16.5% for the same period in 2008.





Net
      income for the six months ended June 30, 2008 was $5.7 million, 7.6% of net
      sales, as compared to 1.0 million, or 2.5% of net sales for the comparable
      period in 2007.





**Off-Balance
      Sheet Arrangements**





Other
      than the Escrow Agreement and Escrow Shares, as described in the notes to the
      financial statements, we do not have any off-balance sheet debt, nor do we
      have
      any transactions, arrangements or relationships with any special purpose
      entities.





**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.





**Critical
      Accounting Policies and Estimates**





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, disclosure of contingent assets and liabilities at
      the
      date of the consolidated financial statements and the reported amounts of
      revenues, expenses and allocated charges during the reporting period. Actual
      results could differ from those estimates.





We
      describe our significant accounting policies in Note 1 of the Notes to
      Consolidated Financial Statements included in our Annual Report on Form 10-K
      as
      of and for the year ended December 31, 2007. We discuss our critical accounting
      policies and estimates in Management’s Discussion and Analysis of Financial
      Condition and Results of Operations in our Annual Report on Form 10-K as of
      and
      for the year ended December 31, 2007. Other than as indicated in this quarterly
      report, there have been no material revisions to the critical accounting
      policies as filed in our Annual Report on Form 10-K as of and for the year
      ended
      December 31, 2007 with the SEC on March 31, 2008.





*Stock-based
      compensation*





Effective
      January 1, 2006, we adopted SFAS No. 123 (revised 2004), “Share-Based Payment”
(“SFAS 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based
      Compensation”. SFAS 123R requires that we measure the cost of employee services
      received in exchange for equity awards based on the grant date fair value of
      the
      awards, with the cost to be recognized as compensation expense in our financial
      statements over the vesting period of the awards. Accordingly, we recognize
      compensation cost for equity-based compensation for all new or modified grants
      issued after December 31, 2005. We account for stock option and warrant grants
      issued and vesting to non-employees in accordance with EITF 96-18, “Accounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting
      Recognition for Certain Transactions involving Equity Instruments Granted to
      Other Than Employees”, whereas the value of the stock compensation is based upon
      the measurement date as determined at either (a) the date at which a performance
      commitment is reached or (b) at the date at which the necessary performance
      to
      earn the equity instruments is complete.





During
      the six months ended June 30, 2007, we recorded approximately $1,652,205 as
      a
      charge to operations to recognize the grant date fair value of stock-based
      compensation in conjunction with the Escrow Agreement. During the six months
      ended June 30, 2008, we did not record any charge to operations to recognize
      the
      grant date fair value of stock-based compensation in conjunction with the Escrow
      Agreement.




43




*New
      Accounting Pronouncements*





In
      February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-1 *“Application
      of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
      Pronouncements. That address Fair Value Measurement for Purposes of Lease
      Classification or Measurement under Statement 13,” and FSP FAS 157-2, “Effective
      Date of FASB Statement No. 157.”* FSP FAS
      157-1 amends the scope of SFAS No. 157 and other accounting standards that
      address fair value measurements for purpose of lease classification or
      measurement under Statement 13. The FSP is effective on initial adoption of
      Statement 157, FSP FAS 157-2 defers the effective date of SFAS No. 157 to fiscal
      years beginning after November 15, 2008 for all nonfinancial assets and
      nonfinancial liabilities, exception those that are recognized or disclosed
      at
      fair value in the financial statements on a recurring basis. The Company does
      not expect the adoption of FSP FAS 157-1 and FSP FAS 157-2 will have a material
      impact on its consolidated financial statements.





In
      December 2007, the FASB issued SFAS No. 141(R), *“Business
      Combinations”* and SFAS
      No. 160, “Noncontrolling Interests in Consolidated Financial Statements – *an
      amendment to ARB No. 51”* .
      SFAS
      No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities,
      noncontrolling interests and goodwill acquired in business combination to be
      recorded at “full fair value” and require noncontrolling interests (previously
      referred to as minority interests) to be reported as a component of equity,
      which changes the accounting for transactions with noncontrolling interest
      holders. Both statements are effective for periods beginning on or after
      December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will
      be
      applied to business combinations occurring after the effective date. SFAS No.
      160 will be applied prospectively to all noncontrolling interests, including
      any
      that arose before the effective date. The Company is currently evaluating the
      impact of adopting SFAS No. 160 on its consolidated financial
      statements.





In
      March
      2008, the FASB issued SFAS No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities,”* which
      requires enhanced disclosures about an entity’s derivative and hedging
      activities. This Statement is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15, 2008. The Company
      does not expect the adoption of SFAS 161 will have a material impact on its
      results of operations and financial position.





In
      May
      2008, the FASB issued SFAS No. 162, *“The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      162”). This statement identifies the sources of accounting principles and the
      framework for selecting the principles used in the preparation of financial
      statements of nongovernmental entities that are presented in accordance with
      generally accepted accounting principles (“GAAP”). With the issuance of this
      statement, the FASB concluded that the GAAP hierarchy should be directed toward
      the entity and not its auditor, and reside in the accounting literature
      established by the FASB as opposed to the American Institute of Certified Public
      Accountants (“AICPA”) Statement on Auditing Standards No. 69, *“The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles.”* This
      statement is effective 60 days following the Securities and Exchange
      Commission’s approval of the Public Company Accounting Oversight Board
      amendments to AU Section 411, *“The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles.”* The
      Company does not expect the adoption of SFAS 162 will have a material impact
      on
      its results of operations and financial position.





**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 June 30,
      2008 we had general banking facilities amounted to approximately $22.3 million
      for overdraft, letter of credit, trust receipt, invoice financing and export
      loans granted by seven banks. The amount increased by $6.7 million compared
      to
      $15.6 million as at June 30, 2007. Interest on the facilities ranged from minus
      2.00% 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
      February 15, 2008, we completed an initial public offering consisting of 963,700
      shares of our common stock. Our sale of common stock, which was sold indirectly
      by us to the public at a price of $3.50 per share, resulted in net proceeds
      of
      approximately $2.7 million. These proceeds were net of underwriting discounts
      and commissions, fees for legal and auditing services, and other offering costs.
      Upon the closing of the initial public offering, we sold to the underwriter
      warrants to purchase up to 83,800 shares of our common stock. The warrants
      are
      exercisable at a per share price of $4.20 and will expire if unexercised after
      five years from the date of issuance.




44




On
      November 13, 2007, we completed a financing transaction pursuant to which we
      issued $8,000,000 Variable Rate Convertible Bonds that will be due in 2012.
      The
      Bonds were subscribed at a price equal to 97% of their principal amount, which
      is the issue price of 100% less a 3% commission to the Subscriber of the Bonds.
      The Bonds bear cash interest at the rate of 6% per annum for the first year
      after November 13, 2007 and 3% per annum thereafter, of the principal amount
      of
      the Bonds. Each Bond is convertible at the option of the holder at any time
      on
      and after a date that is 365 days after February 12, 2008, which is the date
      that our shares of common stock commence trading on the AMEX, at an initial
      conversion price of $3.50. The conversion price is subject to adjustment in
      certain events, including our issuance of additional shares of common stock
      or
      rights to purchase common stock at a per share or per share exercise or
      conversion price, respectively, at less than the applicable per share conversion
      price of the Bonds. If for the period of 20 consecutive trading days immediately
      prior to November 13, 2009 or September 29, 2012, the conversion price for
      the
      Bonds is higher than the average closing price for the shares, then the
      conversion price will be reset to such average closing price; provided that,
      the
      conversion price will not be reset lower than 70% of the then existing
      conversion price. In connection with the issuance of the Bonds, we also issued
      to the Subscriber warrants to purchase 600,000 shares of our common stock.
      The
      warrants were subscribed at a price of $0.0001 per warrant, are exercisable
      at
      $0.0001 per share, and terminate on November 13, 2010.





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”). After commissions and expenses, we received net proceeds of
      approximately $2.3 million in the Private Placement.





For
      the
      six months ended June 30, 2008, net cash used in operating activities was
      approximately $5.6 million, as compared to net cash used in operating activities
      of $3.9 million for the comparable period in 2007. The increase in net cash
      used
      in operating activities was primarily attributable to (i) an increase in prepaid
      expenses and other receivables of $2.9 million for the six months ended June
      30,
      2008 as compared to $3.9 million in the same period in 2007, (ii) an increase
      in
      inventories of $3.0 million for the six months ended June 30, 2008 as compared
      to the same period in 2007, (iii) a decrease in accounts payable of $1.4 million
      for the six months ended June 30, 2008 as compared to the same period in 2007,
      partially offset by an increase in net income of $4.6 million for the six months
      ended June 30, 2008 as compared to $1.0 million in the same period in 2007
      and a
      decrease in stock-based compensation of approximately $952,000 for the six
      months ended June 30, 2008 as compared to $1.7 million in the same period in
      2007. The increase in prepaid expenses and other receivables was attributable
      to
      a deposit paid in relation to two potential acquisitions, which is fully
      refundable if the acquisition transactions do not close. The increase in
      inventories was attributable to our production of mechanical movements and
      mechanical watches, which require a longer inventory period. The decrease in
      accounts payable was primarily due to the increased purchases of mechanical
      watches, which have shorter payment terms. Stock-based compensation decrease
      since we recorded approximately $1.7 million as a charge to operations to
      recognize the grant date fair value of stock-based compensation in conjunction
      with the Escrow Agreement during the six month ended June 30, 2007. There was
      no
      such compensation in 2008.





Net
      cash
      used in investing activities was $3.7 million for the six months ended June
      30,
      2008, compared to $3,504 in the comparable period in 2007. The increase in
      net
      cash used was primarily due to an increase in expenditures for acquiring
      moldings and equipments of $3.7 million for the six months ended June 30, 2008
      as compared to $3,824 in the comparable period in 2007.





Net
      cash
      provided by financing activities was $4.9 million for the six months ended
      June
      30, 2008 and $3.7 million for the comparable period in 2007. The increase in
      net
      cash provided by financing activities for the six months ended June 30, 2008
      was
      primarily attributable to the proceeds of approximately $2.7 million from our
      issuance of common stocks in the public offering in February 2008, and net
      proceeds from short-term bank loans of $1.8 million.





For
      the
      six months ended June 30, 2008 and the same period in 2007, our average
      inventory turnover were 36 days and 26 days, respectively. The increase in
      inventory turnover period in 2008 was due to a higher level of stock associated
      with higher sales. The average days outstanding of our accounts receivable
      for
      the six months ended June 30, 2008 was 43 days, as compared to 49 days for
      the
      same period in 2007. The decrease in the average days outstanding of our
      accounts receivable was due to quicker payments from our customers as a result
      of our tightened credit policy.




In
      an
      attempt to reduce our reliance on third-party watch movement manufacturers,
      we
      have plans to manufacture our own brands of quartz movements and mechanical
      movements in-house. To manufacture our own brands of quartz and mechanical
      movements in-house, we would need to acquire watch movement facilities in China
      and invest in new equipment and research and development. We expect that up
      to
      $5.5 million will be required to obtain the equipment and facilities to
      manufacture branded proprietary watch movements. During the three months ended
      June 30, 2008, we identified two potential acquisition targets. One of the
      targets is a full-range manufacturer of plastic and metal watch parts and the
      other is a supplier of analog watches. If we are to acquire the former, we
      believe it will contribute to our strategy of producing low-end quartz movements
      in-house. If we are to acquire the latter, we believe it will result in an
      increased production of mechanical watches. There is currently no definitive
      agreement in place for either potential target and there is no assurance that
      we
      will be able to complete such acquisitions.




45




We
      may
      need to raise further capital for our future growth and operations from future
      equity sales or through debt financings. Failure to obtain funding when needed
      may force us to delay, reduce, or eliminate our plans to manufacture our own
      watch movement parts. We may not be able to obtain additional financial
      resources when necessary or on terms favorable to us, if at all, and any
      available additional financing may not be adequate. Moreover, new equity
      securities issued in financings may have greater rights, preferences or
      privileges than our existing common stock. To the extent stock is issued or
      options and warrants are exercised, holders of our common stock will experience
      further dilution.





Based
      on
      our current 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.





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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
      4.  CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive and financial officers, as appropriate to allow timely decisions
      regarding required disclosure.




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As
      of the
      end of the period covered by this report, we conducted an evaluation, under
      the
      supervision and with the participation of our Chief Executive Officer (CEO)
      and
      our Chief Financial Officer (CFO), of our
      disclosure controls and procedures as defined in Rule 13a-15(e) and Rule
      15d-15(e) of the Exchange Act. Based upon this evaluation, our CEO and CFO
      concluded that the Company’s disclosure controls and procedures had significant
      deficiencies that caused our controls and procedures to be ineffective. These
      deficiencies consisted of inadequate staffing and supervision that could lead
      to
      the untimely identification and resolution of accounting and disclosure matters
      and failure to perform timely and effective reviews. In addition, there are
      deficiencies in the recording and classification of accounting transactions
      and
      a lack of personnel with expertise in US generally accepted accounting
      principles and US Securities and Exchange Commission rules and
      regulations.





We
      are in
      the process of improving our controls and procedures in an effort to remediate
      these deficiencies through improving supervision, education, and training of
      our
      accounting staff. We have hired two third-party financial consultants to review
      and analyze our financial statements and assist us improve our reporting of
      financial information. Our management and Board of Directors, with assistance
      from outside financial consultants, conducted a review and analysis of our
      accounting treatment for (i) our inventory by adjusting watch movement costing
      for the effects of vendor incentives from an as received basis to an accrual
      basis, (ii) the share exchange transaction that we conducted in January 2007,
      (iii) stock-based compensation related to an escrow agreement that our CEO
      and
      CFO entered into with investors in our January 2007 private placement. Based
      on
      the review, we concluded that we misapplied accounting principles generally
      accepted in the United States of America and we restated our financial
      statements for the periods over the past two years.





Management
      decided to seek additional qualified in house accounting personnel and
      third-party accounting personnel to ensure that management will have adequate
      resources in order to attain complete reporting of financial information
      disclosures in a timely matter. In April 2008, we hired our CFO, David Lin,
      who
      has more than 17 years of financial expertise, including experience with
      companies listed on the U.S. and Hong Kong stock exchanges, to assume the job
      responsibilities of a CFO from our CEO, who had previously assumed this duty.
      Together, our CEO and CFO reviewed, improved and strengthened our controls
      and
      procedures during this reporting period. We believe that the remedial steps
      that
      we have taken will address the conditions identified by our CEO and CFO in
      our
      disclosure controls and procedures. We will continue to monitor the
      effectiveness of these improvements. We will also engage outside consultants
      to
      assist us in assessing and improving our internal controls and procedures when
      necessary.





**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, and other than as stated above, including the
      appointment of a new CFO in April 2008, there were no changes in our internal
      control over financial reporting that occurred during the second quarter of
      2008
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.




47




**PART
      II-OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





We
      are
      not currently a party to any material legal proceedings.





**ITEM
      1A. RISK FACTORS**





There
      have been no material changes from the risk factors disclosed in the “Risk
      Factors” section of our annual report on Form 10-K for the year ended December
      31, 2007.





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





Not
      applicable.





**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES**





Not
      applicable.





**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





Not
      applicable.





**ITEM
      5.**  **OTHER
      INFORMATION**





Not
      applicable.





**ITEM
      6.**  **EXHIBITS**





31.1
            Certification
                of Principal Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Principal Financial and Accounting Officer pursuant to Section
                302(a)
                of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Principal Executive Officer and Principal Financial and Accounting
                Officer 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.




48




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant has duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





**ASIA
                TIME CORPORATION**
              (Registrant)August
                18, 2008
            By:
            /s/ Kwong
                Kai ShunKwong
                Kai ShunChief
                Executive Officer and Chairman of the
                Board




49