8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2007

ASIA TIME CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-51981	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 1601-1604, 16/F., CRE Centre

889 Cheung Sha Wan Road, Kowloon, Hong Kong

(Address, including zip code, of principal executive offices)

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

SRKP 9, INC.

1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

See Item 2.01, below, regarding the discussion of the Subscription Agreement relating to Asia Time Corporation’s private placement of its Series A Convertible Preferred Stock.

Item 2.01Completion of Acquisition or Disposition of Assets.

OVERVIEW

Asia Time Corporation, a Delaware corporation (formerly known as SRKP 9, Inc. and referred to herein as the “Company” or “Asia Time”), is a distributor of watch movements components used in the manufacture and assembly of watches to a wide variety of timepiece manufacturers. The Company’s 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, the Company designs watches for manufacturers and exporters of watches and manufactures and distributes complete watches primarily to online retailers and internet marketers.

CORPORATE INFORMATION

The Company was incorporated in the State of Delaware on January 3, 2006. The Company was 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, the Company closed a share exchange transaction, described below, pursuant to which the Company became the 100% parent of Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands corporation (“Times Manufacture”), which has eight wholly-owned subsidiaries consisting of Times Manufacturing & E-Commerce Corporation Ltd., TME Enterprise Ltd., Citibond Design Ltd. and Megamooch Online Ltd., each of which is a British Virgin Islands corporation, and the Hong Kong incorporated subsidiaries Billow Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd., (ii) assumed the operations of Times Manufacture and its subsidiaries, and (iii) changed its name from SRKP 9, Inc. to Asia Time Corporation.

The Company’s corporate offices are located at Room 1601-1604, 16/F., CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong Kong.

PRINCIPAL TERMS OF THE SHARE EXCHANGE

On December 15, 2006, the Company entered into a share exchange agreement with the sole shareholder of Times Manufacture. Pursuant to the share exchange agreement (the “Exchange Agreement”), the Company agreed to issue an aggregate of 19,454,420 shares of its common stock in exchange for all of the issued and outstanding securities of Times Manufacture (the “Share Exchange”). The Share Exchange closed on January 23, 2007.

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

Immediately after the closing of the Share Exchange and Private Placement, the Company had 23,156,629 outstanding shares of common stock, 1,749,028 shares of Series A Convertible Preferred Stock and no options or warrants to purchase shares of its common stock.

Pursuant to the terms of the Share Exchange, the Company agreed to register a total of 3,702,209 shares of common stock held by its shareholders immediately prior to the Share Exchange. Of these shares held by the Company shareholders, 1,703,017 shares would be covered by the registration statement filed in connection with the Private Placement (described below) and 1,999,192 shares will be included in a subsequent registration statement filed by the Company within 10 days after the end of the six-month period that immediately follows the date on which the Company files the registration statement to register the shares issued in the Private Placement.

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Immediately after the closing of the Share Exchange, on January 23, 2007, the Company changed its corporate name from “SRKP 9, Inc.” to “Asia Time Corporation.” The shares of common stock of the Company are not currently listed or quoted for trading on any national securities exchange or national quotation system. The Company intends to apply for the listing of its common stock on the American Stock Exchange. The transactions contemplated by the Exchange Agreement, as amended, were intended to be a “tax-free” incorporation pursuant to the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.

The execution of the Exchange Agreement was reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2006 and a copy of the Exchange Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K.

THE PRIVATE PLACEMENT

On January 23, 2007, concurrently with the close of the Share Exchange, the Company conducted an initial closing a private placement transaction  (the “Private Placement”). Pursuant to Subscription Agreements entered into with the investors, the Company sold an aggregate of 1,749,028 shares of Series A Convertible Preferred stock at $1.29 per share. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the per share purchase price. The placement agent for the Private Placement received a commission equal to 9.0% of the gross proceeds from the financing. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4.

THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN THE PRIVATE PLACEMENT HAVE NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

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ASIA TIME’S BUSINESS

Overview

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

Our Company

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

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

Our Industry

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

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

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

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

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Products

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

Watch Movements

We primarily distribute quartz watch movements that are produced primarily in Switzerland and Japan. All quartz watch movements distributed by our company are multi-function and have three hands. The watch movements have high adaptability so that a range of watches, from inexpensive to luxury, may be made from the same watch movement. To a lesser extent, we also offer mechanical movements manufactured by Citizen, ETA and Tsinlien Sea Gull Co. Ltd. For the nine months ended September 30, 2006 and the year ended December 31, 2005 Asia Time acquired most of its watch movement products from three manufacturers: Citizen Miyota Co., Ltd., which is a member company in the Citizen Group, supplied 60%, Seiko Corporation supplied 33%, ETA SA Manufacture Horlogere Suisse, which is a member of the Swatch Group.

Complete Watches

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

Strategy

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

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

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

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

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

Value-Added Services

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

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

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

Sales and Marketing

Watch Movements

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

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

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

Complete Watches

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

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

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

Suppliers

Manufacturers of watch movements are increasingly relying on the marketing, customer service, technical support and other resources of distributors who market and sell their product lines to customers not normally served by the manufacturer, and to supplement the manufacturer’s direct sales efforts for other accounts often by providing value-added services not offered by the manufacturer. Manufacturers seek distributors who have strong relationships with desirable customers, have the infrastructure to handle large volumes of products and can assist customers in the design and use of the manufacturers’ products. Currently, we have stable supplies from many manufacturers, including Miyota, Seiko, ETA and Suissebaches. We continuously seek to identify potential new suppliers. During the nine months ended September 30, 2006 and the fiscal year ended December 31, 2005, products purchased from our 10 largest suppliers accounted for 97% and 94%, respectively, of our total net sales.

Operations

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

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

Competition

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

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

Backlog

As is typical of watch movement distributors, we have a backlog of customer orders. At September 30, 2006, we had a backlog of approximately $1.5 million as compared to a backlog of approximately $1.0 million at September 30, 2005. We believe that a substantial portion of our backlog represents orders due to be filled within the next 90 days. In recent years, the trend in our industry has been toward outsourcing, with more customers entering into just-in-time contracts with distributors, instead of placing orders with long lead times. As a result, the correlation between backlog and future sales is changing. In addition, we have increased our use of transactions where we purchase inventory based on electronically transmitted forecasts from our customers that may not become an order until the date of shipment and, therefore, may not be reflected in our backlog. Our backlog is subject to delivery rescheduling and cancellations by the customer, sometimes without penalty or notice. For the foregoing reasons our backlog is not necessarily indicative of our future sales for any particular period.

Employees

At September 30, 2006, we had a total of 29 employees. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

Properties

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

Unit B, 17/F, Tower 2,

Maritime Bay,

No. 18 Pui Shing Road,

Tseung Kwan O, Sai Kung,

NT

Car Park No. 77 on the Basement,

Maritime Bay

Flat F, 8/F Hoi Tsui Mansion,

Tower 16 Rivera Gardens,

Nos. 2-12 Yi Lok Street,

Tsuen Wan,

NT

Car Park No. 46, 2/F Podium of

Podium D of Riviera Gardens

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Flat G, 59/F,

Tower 6 Banyan Garden,

No. 863 Lai Chi Kok Road

Kowloon

Car Park No. 270

2/F of Banyan Garden

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

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RISK FACTORS

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this Current Report on Form 8-K before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our shares of common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. If and when our common stock is traded, the trading price could decline due to any of these risks, and an investor may lose all or part of his or her investment. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Current Report on Form 8-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Current Report on Form 8-K.

RISKS RELATED TO OUR OPERATIONS

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

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

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

We rely on a limited number of suppliers for products that generate a significant portion of our sales. During the nine months ended September 30, 2006 and the year ended December 31, 2005, products purchased from our 10 largest suppliers accounted for 97% and 94 %, respectively, of our total net sales. Substantially all of our inventory has been and will be purchased from suppliers with which we have entered into non-exclusive distribution agreements. Moreover, most of our distribution agreements are cancelable upon short notice. As a result, in the event that one or more of those suppliers experience financial difficulties or are not willing to do business with us in the future on terms acceptable to management, there could be a material adverse effect on our business, results of operations or financial condition. Additionally, our relationships with our customers could be materially adversely affected because our customers depend on our distribution of watch movements from the industry’s leading suppliers.

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

The watch movements industry is subject to rapid technological change, new and enhanced products and evolving industry standards, which can contribute to a decline in value or obsolescence of inventory. During an industry and/or economic downturn, it is possible that prices will decline due to an oversupply of product and, therefore, there may be greater risk of declines in inventory value. Although it is the policy of many of our suppliers to offer distributors like us certain protections from the loss in value of inventory (such as price protection, stock rotation privileges and limited rights of return and rebates), we cannot assure you that such protections will fully compensate us for the loss in value, or that the suppliers will choose to, or be able to, honor such agreements, some of which are not documented and therefore subject to the discretion of the supplier. We cannot assure you that unforeseen new product developments or declines in the value of our inventory will not materially adversely affect our business, results of operations or financial condition, or that we will successfully manage our existing and future inventories.

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

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

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

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

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

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

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

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

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

· increases in tariffs or duties;

· changes in trade treaties;

· strikes or delays in air or sea transportation;

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

· turbulence in offshore economies or financial markets.

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

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

During prior periods, there have been shortages of components in the watch movements industry and the availability of certain movements have been limited by some of our suppliers. Although such shortages and allocations have not had a material adverse effect on our business, we cannot assure you that any future shortages or allocations would not have such an effect on us.

The prices of our products are subject to volatility.

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

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

In recent years, there has been a growing trend for large wholesalers and watch manufacturers to outsource their procurement, inventory and materials management processes to third parties, particularly watch movement distributors, including our company. Although we do not currently foresee this trend reversing, if it did, our business would be materially adversely affected.

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

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

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

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

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

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

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

Any significant growth in the market for our products or entry into new markets by Asia Time may require us to expand our employee base for managerial, operational, financial, and other purposes. As of September 30, 2006, we had 29 full time employees. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees. Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance. For effective growth management, we will be required to continue improving our operations, management, and financial systems and control. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability.

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

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

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

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

Our quarterly results may fluctuate significantly.

Our quarterly operating results may fluctuate significantly in the future due to such factors as acceptance of our products by watch manufacturers and other consumers, timing of introductions for new and updated products, availability and pricing of components from third parties, competition, timing of orders, foreign currency exchange rates, technological changes and economic conditions generally. Broad market fluctuations in the stock markets could adversely affect the market price of our common stock, if and when it becomes listed or quoted on a national stock exchange. In addition, failure to meet or exceed analysts’ expectations of financial performance may result in immediate and significant price and volume fluctuations in our common stock, if and when it becomes listed or quoted on a national stock exchange.

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RISKS RELATED TO US DOING BUSINESS IN CHINA

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

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

The PRC laws and regulations governing ourcurrent business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on our business.

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

·   levying fines;

·   revoking our business and other licenses;

·   requiring that we restructure our ownership or operations; and

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

The foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition.

To the extent that we need to convert dollars into Renminbi for our operational needs, our financial position and the price of our common stock may be adversely affected should the Renminbi appreciate against the U.S. Dollar at that time. Conversely, if we decide to convert our Renminbi into dollars for the operational needs or paying dividends on our common stock, the dollar equivalent of our earnings from our subsidiaries in China would be reduced should the dollar appreciate against the Renminbi.

Until 1994, the Renminbi experienced a gradual but significant devaluation against most major currencies, including dollars, and there was a significant devaluation of the Renminbi on January 1, 1994 in connection with the replacement of the dual exchange rate system with a unified managed floating rate foreign exchange system. Since 1994, the value of the Renminbi relative to the U.S. Dollar has remained stable and has appreciated slightly against the U.S. Dollar. Countries, including the United States, have argued that the Renminbi is artificially undervalued due to China’s current monetary policies and have pressured China to allow the Renminbi to float freely in world markets. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the dollar. Under the new policy the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of designated foreign currencies. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in further and more significant appreciation of the Renminbi against the dollar.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

·   a general slowdown in the Chinese economy.

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

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

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

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

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

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

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

RISKS RELATED TO OUR CAPITAL STRUCTURE

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

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

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

Pursuant to the terms of the Share Exchange, we agreed to file a registration statement with the Securities and Exchange Commission to register the shares of common stock underlying shares of our Series A Convertible Preferred Stock issued in an equity financing that that was conducted in connection with the Share Exchange. The registration statement must be filed with 30 days of the closing of the Share Exchange. We also agreed to register all of the 3,702,209 shares of common stock held by our shareholders immediately prior to the Share Exchange. Of these shares, 1,703,017 shares would be covered by the registration statement filed in connection with the Private Placement, and 1,999,192 shares, which are beneficially owned by affiliates of the placement agent, would be included in a subsequent registration statement filed by us within 10 days after the end of the six-month period that immediately follows the date on which we file the registration statement to register the shares issued in the Private Placement. The shares will be registered in the registration statement that is filed to register the shares held by the affiliates of the placement agent. All of the shares included in an effective registration statement as described above may be freely sold and transferred except if subject to a lock up agreement. This current report is not an offer of securities for sale. Any securities sold in the private placement have not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

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

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

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

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

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

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

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

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

— access to the capital markets of the United States;

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

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

— increased visibility in the financial community;

— enhanced access to the capital markets;

— improved transparency of operations; and

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

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

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

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

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

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

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

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

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

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

We do not foresee paying cash dividends in the foreseeable future.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

— Dependence on a limited number of suppliers;

— Cyclicality of our business;

— Decline in the value of our inventory;

— Significant order cancellations, reductions or delays;

— Competitive nature of our industry;

— Vulnerability of our business to general economic downturn;

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

— Development of a public trading market for our securities;

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

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

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

ADDITIONAL DISCLOSURE

For additional information that would be required if the Company were filing a general form for registration of securities on Form 10 or Form 10-SB, see Item 2.02 for “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 3.03 for a description of the Company’s securities post-Share Exchange and related discussion of market price, and Item 4.01 regarding changes in the Company’s accountant, all incorporated by reference herein. Required disclosure regarding the change in control of the Company, the impact on its directors, executive officers, control persons and related compensation and beneficial ownership issues are addressed in Item 5.01, incorporated by reference herein. Attention is also directed to Item 9.01, which provides Times Manufacture’s audited financial statements as of and for the period ended December 31, 2005 and pro forma financial information regarding the effects of the Share Exchange.

Item 2.02Results of Operations and Financial Condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of Times Manufacture’s (referred to herein as the “Company”, “Asia Time”, “we”, “our”, or “us”) financial condition and results of operations should be read in conjunction with its financial statements and the related notes, and the other financial information included in this information statement.

Forward-Looking Statements

The following discussion should be read in conjunction with Asia Time’s consolidated financial statements and related notes included elsewhere in this Current Report on Form 8-K.

This filing 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 Asia Time’s 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 Asia Time’s 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 filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

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Overview

Times Manufacture was incorporated in British Virgin Islands in January 2002 under the Companies Ordinance of British Virgin Islands. Times Manufacture operates its business primarily through its eight wholly-owned subsidiaries.

On December 15, 2006, we entered into a share exchange agreement (the “Exchange Agreement”), with Asia Time Corporation and our sole shareholder, pursuant to which this shareholder would transfer all of our issued and outstanding securities to Asia Time Corporation in exchange for 19,454,420 shares of Asia Time Corporation’s common stock. On January 23, 2007, the Share Exchange closed and we became a wholly-owned subsidiary of Asia Time Corporation. A total of 19,454,420 shares were issued by Asia Time Corporation to the former sole shareholder of Times Manufacture. In addition, further to the Share Exchange, Times Manufacture paid an aggregate of $350,000 to the stockholders of SRKP 9, Inc.

In addition, on January 23, 2007, concurrently with the close of the Share Exchange, Asia Time Corporation conducted an initial closing a private placement transaction (the “Private Placement”). Pursuant to Subscription Agreements entered into with the investors, the Asia Time sold an aggregate of 1,749,028 shares of Series A Convertible Preferred stock at $1.29 per share. As a result, Asia Time received gross proceeds in the amount of $2,256,246. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares.

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. We periodically record a provision for doubtful collections based on an evaluation of the collectibility of contract receivables by assessing, among other factors, the customer’s willingness or ability to pay, repayment history, general economic conditions and our ongoing relationship with the customers.

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.

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Critical Accounting Policies and Estimates

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

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

Accounting for the impairment of long-lived assets

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

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

Inventories

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

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

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

Trade receivables

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

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Foreign currency translation

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

Revenue recognition

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

Deferred income tax

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

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

Income taxes

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

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Results of Operations

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

	Year ended December 31,						Nine months ended September 30,
	2004			2005			2005			2006
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		94.6	%		90.1	%		94.1	%		89.9	%
Gross profit		5.4	%		9.9	%		5.9	%		10.1	%
Administrative and other operating expenses		4.0	%		2.7	%		1.9	%		1.9	%
Income from operations		1.4	%		7.2	%		4.0	%		8.2	%
Interest expense		0.5	%		0.8	%		0.7	%		1.2	%
Income before taxes		1.0	%		8.2	%		4.9	%		7.4	%
Income taxes		0.4	%		1.5	%		0.8	%		1.3	%
Net income		0.6	%		6.7	%		4.1	%		6.1	%

Comparison of nine months ended September 30, 2006 with nine months ended September 30, 2005

Net sales for the nine months ended September 30, 2006 were $62.9 million compared to $48.5 million for the nine months ended September 30, 2005, an increase of 29.7%. This increase was largely due to improved sales of watch movements and completed watches. Sales of watch movements for the nine months ended September 30, 2006 were $55.2 million as compared to $45.2 million for the comparable period in 2005, an increase of 22.2%. Sales of completed watches for the nine months ended September 30, 2006 were $7.6 million as compared to $3.3 million for the comparable period in 2005, an increase of 133.6%.

Cost of sales consists of cost of purchases, net of discounts and returns. Costs of sales were $56.6 million the nine months ended September 30, 2006 as compared to $45.6 million for the comparable period in 2005. As a percentage of net sales, cost of sales decreased to 89.9% for the nine months ended September 30, 2006 compared to 94.1% for the comparable period in 2005. This decrease as a percentage of net sales was attributable to improved economies of scale.

Gross profit for the nine months ended September 30, 2006 was $6.4 million, or 10.1% of net sales, compared to $2.9 million, or 5.9% of net sales, for the comparable period in 2005. Management considers gross profit to be a key performance indicator in managing our business. Gross profit margins are usually a factor of product mix and demand for product. The increase in our gross profit margin for the nine months ended September 30, 2006 is primarily due to the increase in sales of higher-margin products and economies of scale.

Administrative and other operating expenses were $1.2 million, or 1.9% of net sales, for the nine months ended September 30, 2006 compared to $905,000, or 1.9% of net sales, for the comparable period in 2005. Management considers these expenses as a percentage of net sales to be a key performance indicator in managing our business.

Interest expense was increased by $407,000, or 114.2% for the nine months ended September 30, 2006 to $764,000 for the comparable period in 2005. The increase was primarily due to increases in borrowing rates under our bank facilities and higher borrowing levels. Further increases in borrowing rates would further increase our interest expense, which would have a negative effect on our results of operations.

During the nine months ended September 30, 2006, we recorded a provision for income taxes of $830,000.

Net income for the nine months ended September 30, 2006 was $3.8 million, compared to a net income of $2.0 million for the comparable period in 2005.

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

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

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Cost of sales for Fiscal 2005 were $56.8 million or 94.1% of net sales, as compared to $34.6 million for Fiscal 2004 or 89.9% of net sales. The increase in total dollars and as a percentage of net sales was attributable to higher costs associated with our products.

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

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

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

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

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

Liquidity and Capital Resources

To provide liquidity and flexibility in funding our operations, we borrow amounts under bank facilities and other external sources of financing. As of September 30, 2006 we had general banking facilities amounted to $13.7 million for overdraft, letter of credit, trust receipt, invoice financing and export loans granted by ten banks. Interest on the facilities ranged from - 1.5 to 0.5% 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 of the group, time deposits of corporate guarantees and personal guarantees executed by our Chairman of the Board.

On January 23, 2007, upon the initial close of a private placement, we received gross proceeds of $2,256,246 in a private placement transaction (the “Private Placement”). Pursuant to Subscription Agreements entered into with the investors, we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred Stock at $1.29 per share. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4.

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

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For its services as placement agent, the placement agent received an aggregate commission equal to 9.0% of the gross proceeds from the financing.

For the nine months ended September 30, 2006, net cash provided by operating activities was approximately $395,000, as compared to net cash used in operating activities of $1.3 million for the comparable period in 2005. The increase in net cash provided by operating activities is primarily attributable to increase in net income. For Fiscal 2005, net cash used in operating activities was $511,000 as compared to $300,000 for Fiscal 2004. The increase in net cash used in operating activities is primarily attributable to decrease in trade and other payables and unearned income. Net cash used in investing activities was $1.2 million for the nine months ended September 30, 2006 compared to $357,000 for the comparable period in 2005. The increase of cash used in investing activities was primarily attributable to a $1.2 million purchase of plant and equipment in 2006. Net cash used in investing activities was $871,000 in Fiscal 2005 as compared to $1.6 million for Fiscal 2004. The decrease in net cash used in investing activities is primarily attributable to no further acquisition of intangible assets in Fiscal 2005. Net cash provided by financing activities was $73,000 for the nine months ended September 30, 2006 as compared to $300,000 for the comparable period in 2005. The decrease in net cash provided by financing activities was attributable to dividends paid of $2.4 million in 2006. Net cash provided by financing activities was approximately $1.5 million for Fiscal 2005 as compared to $2.0 million for Fiscal 2004. The decrease in net cash provided by financing activities is primarily attributable to dividends paid of $642,000 for Fiscal 2005.

For the nine months ended September 30, 2006 and for Fiscal 2005 and Fiscal 2004, our inventory turnover was 12.1, 10.8 and 13.2 times, respectively. The average days outstanding of our accounts receivable at September 30, 2006 were 46.8 days, as compared to 36.5 days at September 30, 2005. Inventory turnover and average days outstanding are key operating measures that management relies on to monitor our business. We have no plans for significant capital expenditures in the next 12 months.

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

Off-Balance Sheet Arrangements

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

This table summarizes our known contractual obligations and commercial commitments at September 30, 2006.

Total	< 1 Year		1 to 3 Years		3 to 5 Years		> 5 Years
$1.9 million	$	1.9 million		—		—		—

Inflation and Seasonality

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

New Accounting Pronouncements

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

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

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

Item 3.02Unregistered Sales of Equity Securities.

On January 23, 2007, pursuant to the terms of the Exchange Agreement entered into by and between the Company, Times Manufacture & E-Commerce Corporation Limited (“Times Manufacture”) and the sole shareholder of Times Manufacture (as described in Item 2.01 above), the Company issued 19,454,420 shares of common stock to the sole shareholder in exchange for all of the issued and outstanding securities of Times Manufacture. The securities were offered and issued to the sole shareholder of Times Manufacture in reliance upon an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The sole shareholder of Times Manufacture qualified as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended).

On January 23, 2007, the Company conducted an initial closing of a private placement transaction (the “Private Placement”). The Company received gross proceeds of $2,256,246 in a private placement transaction. Pursuant to subscription agreements entered into with the investors, the Company sold an aggregate of 1,749,028 shares of its Series A Convertible Preferred Stock at a price of $1.29 per share. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4. The securities were offered and sold to investors in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each of the persons and/or entities receiving the Company’s securities qualified as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended).

THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN THE PRIVATE PLACEMENT HAVE NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

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The Company issued 2,700,000 shares of common stock in January 2006 to seven persons for an aggregate cash consideration of $2,000. The Company sold these shares of common stock under the exemption from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

POST-SHARE EXCHANGE DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share, of which 23,156,629 shares are issued and outstanding as of the close of the Share Exchange. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the stockholders.

Holders of the Company’s common stock

(i) have equal ratable rights to dividends from funds legally available therefore, if declared by the Board of Directors of the Company;

(ii) are entitled to share ratably in all of the Company’s assets available for distribution to holders of common stock upon the Company’s liquidation, dissolution or winding up;

(iii) do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions; and

(iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of the Company’s stockholders.

The holders of shares of the Company’s common stock do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of outstanding shares voting for the election of directors can elect all of the Company’s directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the Company’s directors.

At the completion of the Share Exchange and Private Placement, the sole shareholder of Times Manufacture prior to the Share Exchange owns approximately 84.0 % of the outstanding shares of the Company’s common stock. Accordingly, after completion of the Share Exchange, this stockholder is in a position to control all of the Company’s affairs.

Preferred Stock

The Company may issue up to 10,000,000 shares of its preferred stock, par value $.0001 per share, from time to time in one or more series. Immediately after the Share Exchange, 1,749,028 shares of Series A Convertible Preferred Stock have been issued. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4.

The Company’s Board of Directors, without further approval of the Company’s stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of the Company’s common stock and prior series of preferred stock then outstanding.

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MARKET PRICE OF THE COMPANY’S COMMON STOCK

The shares of common stock of the Company are not currently listed or quoted for trading on any national securities exchange or national quotation system. The Company intends to apply for the listing of its common stock on the American Stock Exchange. If and when the Company’s common stock is listed or quoted for trading, the price of its common stock will likely fluctuate in the future. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. The Company believes that a number of factors, both within and outside its control, could cause the price of the Company’s common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of its common stock:

— The Company’s ability to obtain additional financing and, if available, the terms and conditions of the financing;

— The Company’s financial position and results of operations;

— Concern as to, or other evidence of, the reliability and efficiency of the Company’s products and services or its competitors’ products and services;

— Announcements of innovations or new products or services by the Company or its competitors;

— U.S. federal and state governmental regulatory actions and the impact of such requirements on the Company’s business;

— The development of litigation against the Company;

— Period-to-period fluctuations in the Company’s operating results;

— Changes in estimates of the Company’s performance by any securities analysts;

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

— Changes in interest rates;

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

— Investor perceptions of the Company; and

— General economic and other national conditions.

DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS

The Company is subject to Section 203 of the Delaware General Corporation Law. This provision generally prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:

— prior to such date, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

— upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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— on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual meeting or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines a business combination to include:

— any merger or consolidation involving the corporation and the interested stockholder;

— any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

— subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

— any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

— the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.

The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control of the Company, including changes a stockholder might consider favorable. In particular, the Company’s certificate of incorporation and bylaws, as applicable, among other things, will:

— provide the Company’s board of directors with the ability to alter its bylaws without stockholder approval;

— provide for an advance notice procedure with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of stockholders;

— provide that vacancies on the Company’s board of directors may be filled by a majority of directors in office, although less than a quorum.

Such provisions may have the effect of discouraging a third-party from acquiring the Company, even if doing so would be beneficial to its stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the Company’s board of directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control of the Company. These provisions are designed to reduce the Company’s vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights. The Company believes that the benefits of increased protection of its potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.

However, these provisions could have the effect of discouraging others from making tender offers for the Company’s shares that could result from actual or rumored takeover attempts. These provisions also may have the effect of preventing changes in the Company’s management.

30

Item 5.01 Changes in Control of Registrant.

OVERVIEW

On December 15, 2006, the Company entered into a share exchange agreement with Times Manufacture and its sole shareholder holding 100% of the issued and outstanding securities of Times Manufacture. Pursuant to the share exchange agreement, as amended (the “Exchange Agreement”), the Company issued 19,454,420 shares of its common stock to this shareholder in exchange for all of the issued and outstanding securities of Times Manufacture (the “Share Exchange”). The Share Exchange closed on January 23, 2007. Upon the closing of the Share Exchange, the Company (i) became the 100% parent of Times Manufacture, (ii) assumed the operations of Times Manufacture and its subsidiaries and (iii) changed its name from SRKP 9, Inc. to Asia Time Corporation.

On January 23, 2007, concurrently with the close of the Share Exchange, the Company conducted an initial closing a private placement transaction (the “Private Placement”). The Company received gross proceeds of $2,256,246 in the Private Placement. Pursuant to subscription agreements entered into with the investors, the Company sold an aggregate of 1,749,028 shares of its Series A Convertible Preferred Stock at a price of $1.29 per share. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4.

The Company agreed to file a registration statement covering the common stock sold in the private placement within 30 days of the closing of the Share Exchange pursuant to the subscription agreement with each investor. Immediately following the closing of the Share Exchange and the Private Placement, the former sole shareholder of Asia Time beneficially owned approximately 84.0% of the issued and outstanding common stock of the Company, the pre-existing shareholders of the Company owned approximately 16.0% and investors in the Private Placement (described below) that closed concurrently with the Share Exchange (assuming full conversion of the shares) owned 7.0%. The Company issued no fractional shares in connection with the Share Exchange.

Pursuant to the terms of the Share Exchange, the Company agreed to register a total of 3,702,209 shares of common stock held by its shareholders immediately prior to the Share Exchange. Of these shares held by the Company shareholders, 1,703,017 shares would be covered by the registration statement filed in connection with the Private Placement and 1,999,192 shares will be included in a subsequent registration statement filed by the Company within 10 days after the end of the six-month period that immediately follows the date on which the Company files the registration statement to register the shares issued in the Private Placement.

The shares of common stock of the Company are not currently listed or quoted for trading on any national securities exchange or national quotation system. The Company intends to apply for the listing of its common stock on the American Stock Exchange.

The shares of the Company’s common stock issued to the sole stockholders of Times Manufacture in connection with the Share Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and, as a result, are “restricted securities” that may not be offered or sold in the United States absent registration or an applicable exemption from registration.

31

The Company intends to carry on the business of Times Manufacture and Times Manufacture subsidiaries. The Company has relocated its executive offices to those of Times Manufacture at Room 1601-1604, 16/F., CRE Centre 889 Cheung Sha Wan Road, Kowloon, Hong Kong, and its telephone number is (852)-23100101.

For accounting purposes, the Share Exchange is being treated as a reverse acquisition, because the sole shareholders of Times Manufacture own a majority of the issued and outstanding shares of common stock of the Company immediately following the exchange. Due to the issuance of the 19,454,420 shares of the Company’s common stock, a change in control of the Company occurred on January 23, 2007.

At the consummation of the Share Exchange, the Company’s board of directors immediately prior to the Share Exchange, which consisted of Richard A. Rappaport and Anthony C. Pintsopoulos, appointed Kwong Kai Shun and Michael Mak to the board of directors of the Company, with Kwong Kai Shun serving as Chairman. The directors and officers of the Company prior to the Share Exchange then resigned as officers and directors of the Company upon the closing of the Share Exchange. In addition, concurrent with the closing of the Share Exchange, the Company’s board appointed Kwong Kai Shun as Chairman of the Board, Chief Executive Officer and Chief Financial Officer.

The execution of the Exchange Agreement was reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2006 and a copy of the Exchange Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K. The transactions contemplated by the Exchange Agreement, as amended, were intended to be a “tax-free” incorporation pursuant to the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Prior to the Share Exchange, Richard A. Rappaport and Anthony C. Pintsopoulos served as directors of the Company and Mr. Pintsopoulos served as Chief Financial Officer and Secretary and Mr. Rappaport served as President of the Company.

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

Name	Age	Position
Kwong Kai Shun	43	Chairman of the Board, Chief Executive Officer and Chief Financial Officer
Michael Mak	60	Director

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

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

32

Family Relationships

None

Director Compensation

Asia Time does not currently have an established policy to provide compensation to members of its Board of Directors for their services in that capacity. Asia Time intends to develop such a policy in the near future.

The Board of Directors and Committees

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

EXECUTIVE COMPENSATION

Summary Compensation Tables

The following table sets forth information concerning the compensation for Times Manufacture and its wholly owned subsidiary for the three fiscal years ended December 31, 2005 of the chief executive officer; no other executive officer had an annual salary and bonus exceeded $100,000 in such years.

			Annual Compensation
Name and Position	Year		Salary		Other Annual Compensation(1)
Kwong Kai Shun Chairman of the Board, Chief Executive Officer and		2005	$	62,000	$	13,500
Chief Financial Officer		2004	$	62,000	$	13,500
		2003	$	62,000	$	13,500

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

Option Grants in 2005

There were no option grants in 2005.

Aggregated Option Exercises in 2005 and Option Values at December 31, 2005

There were no option exercises or options outstanding in 2005.

RELATED PARTY TRANSACTIONS

Times Manufacture & E-Commerce Corporation Limited

Times Manufacture & E-Commerce Corporation Limited (“Times Manufacture”) is a wholly-owned subsidiary of Asia Time Corporation, each which has interlocking executive and director positions with the other.

33

January 2007 Share Exchange

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

Private Placement

The placement agent for the $2,256,246 equity financing conducted by the Company on the close of the Share Exchange received a commission equal to 9.0% of the gross proceeds from the financing. Richard Rappaport, the Company’s President and one of its controlling stockholders prior to the Share Exchange, indirectly holds a 100% interest in the placement agent, an NASD member. Anthony C. Pintsopoulos, an officer, director and significant shareholder of the Company prior to the Share Exchange, is the Chief Financial Officer of the placement agent. Debbie Schwartzberg, one of the Company’s controlling stockholders prior to the Share Exchange, is a noteholder of the parent company of the placement agent; her note entitles her to a 1.5% interest in the net profits of the parent company of the placement agent. Kevin DePrimio and Jason Stern, each employees of the placement agent, are also shareholders of the Company. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their executive and director positions with the Company upon the closing of the Share Exchange. In addition, further to the Share Exchange, Times Manufacture paid an aggregate of $350,000 to the shareholders of SRKP 9, Inc. This current report is not an offer of securities for sale. Any securities sold in the private placement have not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

Agreement of Kwong Kai Shun

In connection with the Private Placement, Kwong Kai Shun, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer, entered into an agreement with the investors in the Private Placement. Mr. Shun agreed to place 2,326,000 shares of his Company common stock in escrow for possible distribution to the investors (the “Escrow Shares”). If the Company’s annual net income for 2006 or 2007 as set forth in its filings with the Securities and Exchange Commission is less than $6.3 million or $7.7 million, respectively, a portion if not all of the Escrow Shares will be transferred to the investors based upon the Company’s actual net income, if any, for such fiscal years. In addition, Mr. Kwong has agreed to purchase all shares of Series A Preferred Stock then held by such investors at a per-share purchase price of $1.29 if the Company’s common stock shall fail to be listed or quoted for trading on the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New York Stock Exchange on or before June 30, 2007.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Under Section 145 of the General Corporation Law of the State of Delaware, the Company can indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s certificate of incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to the Company and its stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of no monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company or its stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

The Company’s bylaws provide for the indemnification of its directors to the fullest extent permitted by the Delaware General Corporation Law. The Company’s bylaws further provide that its Board of Directors has discretion to indemnify its officers and other employees. The Company is required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or executive officer in connection with that proceeding on receipt of an undertaking by or on behalf of that director or executive officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the bylaws or otherwise. The Company is not, however, required to advance any expenses in connection with any proceeding if a determination is reasonably and promptly made by its Board of Directors by a majority vote of a quorum of disinterested Board members that (i) the party seeking an advance acted in bad faith or deliberately breached his or her duty to the Company or its stockholders and (ii) as a result of such actions by the party seeking an advance, it is more likely than not that it will ultimately be determined that such party is not entitled to indemnification pursuant to the applicable sections of its bylaws.

34

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

The Company may enter into indemnification agreements with each of its directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. As of the Effective Time of the Share Exchange, the Company has not entered into any indemnification agreements with its directors or officers, but may choose to do so in the future. Such indemnification agreements may require the Company, among other things, to:

— indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;

— advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or

— obtain directors’ and officers’ insurance.

At present, there is no pending litigation or proceeding involving any of the Company’s directors, officers or employees in which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOLLOWING THE SHARE EXCHANGE

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become exercisable within 60 days of the closing of the Share Exchange on January 23, 2007 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Immediately prior to the closing of the Share Exchange and the Private Offering, the Company, had outstanding 19,454,420 shares of common stock, no options or warrants to purchase shares of common stock. Immediately after the closing of the Share Exchange and Private Offering, the Company had 23,156,629 issued and outstanding shares of common stock, 1,749,028 shares of Series A Preferred Stock, no options and warrants to purchase shares of common stock.

35

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

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

— Each executive officer;

— Each director; and

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

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

Name and Address of Beneficial Owner	Title		Beneficially Owned Post-Share Exchange		Percent of Class
Kwong Kai Shun		Chairman of the Board, Chief Executive Officer and Chief Financial Officer		19,454,420		84.0	%
Michael Mak		Director		—		—
Officers and Directors as a Group (2 persons)				19,454,420		84.0	%

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At the consummation of the Share Exchange, Asia Time’s board of directors immediately prior to the Share Exchange, which consisted of Richard A. Rappaport and Anthony C. Pintsopoulos, appointed Kwong Kai Shun and Michael Mak to the board of directors of the Company, with Kwong Kai Shun serving as Chairman. The directors and officers of Asia Time prior to the Share Exchange then resigned as officers and directors of Asia Time upon the closing of the Share Exchange. In addition, concurrent with the closing of the Share Exchange, Asia Time’s board appointed Kwong Kai Shun as Chairman of the Board, Chief Executive Officer and Chief Financial Officer.

For complete information regarding the Company’s new officers and directors, refer to “Executive Officers, Directors and Key Employees” under Item 5.01, above.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Immediately after the closing of the Share Exchange, the Company changed its corporate name from “SRKP 9, Inc.” to “Asia Time Corporation” by the filing of Articles of Merger with the Delaware Secretary of State’s Office on January 23, 2007. The Company effected the name change to better reflect the nature of its new business operations following the Share Exchange. The Articles of Merger are attached hereto as Exhibit 3.3. Holders of stock certificates bearing the name “SRKP 9, Inc.” may continue to hold them and will not be required to exchange them for new certificates or take any other action.

On January 23, 2007, concurrently with the close of the Share Exchange, the Company conducted an initial closing a private placement transaction (the “Private Placement”). Pursuant to Subscription Agreements entered into with the investors, the Company sold an aggregate of 1,749,028 shares of Series A Convertible Preferred stock at $1.29 per share. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the per share purchase price. The placement agent for the Private Placement received a commission equal to 9.0% of the gross proceeds from the financing. However, if the Company at any time prior to the first trading day on which its 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 $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. A copy of the Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.4.

Item 5.06 Change in Shell Company Status.

Prior to the closing of the Share Exchange, the Company was a “shell company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, the Company ceased being a shell company upon completion of the Share Exchange.

36

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Company is providing financial and other information for informational purposes only. It does not necessarily represent or indicate what the financial position and results of operations of the Company will be now that the Share Exchange is concluded.

FINANCIAL STATEMENTS OF TIMES MANUFACTURE

The financial statements of Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands corporation (“Times Manufacture”) for the years ended December 31, 2005, 2004 and 2003 and the nine months ended September 30, 2006 (unaudited) are provided below. You are encouraged to review the financial statements and related notes.

37

TIMES MANUFACTURE & E-COMMERCE

CORPORATION LIMITED

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2006

(Stated in US dollars)

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:  The board of directors and stockholders of

Times Manufacture & E-Commerce Corporation Limited

We have reviewed the accompanying consolidated balance sheet of Times Manufacture & E-Commerce Corporation Limited as of September 30, 2006, and the related statements of income and cash flows for the nine months ended September 30, 2006, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Times Manufacture & E-Commerce Corporation Limited.

A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.

Dominic K. F. Chan & Co.

Certified Public Accountants (Practising)

HONG KONG,

39

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED BALANCE SHEET

AS AT SEPTEMBER 30, 2006

(Stated in US Dollars)

	Notes		2006		2005
ASSETS
Current assets
Cash and cash equivalents			$	220,119	$	56,044
Restricted bank deposits				5,465,302		4,230,017
Trade and other receivables		4		9,573,518		7,424,062
Inventories		5		4,881,056		4,463,368
Prepaid lease payments - land use rights		6		23,115		-
Total current assets			$	20,163,110	$	16,173,491
Leasehold land and land use rights		6		899,234		-
Intangible assets		7		465,913		622,559
Held-to-maturity investments		8		300,636		301,798
Plant and equipment, net		9		971,689		604,619
TOTAL ASSETS			$	22,800,582	$	17,702,467
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade and other payables		10	$	1,059,217	$	3,481,518
Short-term bank loans				68,422		28,968
Notes payable				13,292,033		7,759,663
Dividends payable				-		644,538
Unearned income		11		-		1,550,529
Income tax payable				1,655,710		475,536
Bank overdrafts				481,778		1,104,578
Total current liabilities			$	16,557,160	$	15,045,330
TOTAL LIABILITIES			$	16,557,160	$	15,045,330

40

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED BALANCE SHEET (Continued)

AS AT SEPTEMBER 30, 2006

(Stated in US Dollars)

	Notes		2006			2005
STOCKHOLDERS’ EQUITY
Common stock		12	$	20,002		$	654,434
Share premium				636,242			-
Accumulated other comprehensive income				(10,427	)		6,370
Retained earnings				5,597,605			1,996,333
			$	6,243,422		$	2,657,137
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY			$	22,800,582		$	17,702,467

See notes to consolidated financial statements

41

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Stated in US Dollars)

		2006			2005
Net sales		$	62,874,395		$	48,476,321
Cost of sales			(56,510,946	)		(45,618,424	)
Gross profit		$	6,363,449		$	2,857,897
Administrative and other operating expenses			(1,214,813	)		(905,023	)
Income from operations		$	5,148,636		$	1,952,874
Interest expenses	13		(763,726	)		(356,603	)
Other income	14		291,142			800,615
Income before taxes		$	4,676,052		$	2,396,886
Income taxes	15		(829,593	)		(396,526	)
Net income		$	3,846,459		$	2,000,360

See notes to consolidated financial statements

42

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Stated in US Dollars)

					Accumulated
					other
	Common		Share		comprehensive			Retained
	stock		premium		income			earnings			Total
Balance, January 1, 2005	$	654,434	$	-	$	412		$	639,151		$	1,293,997
Net income		-		-					2,000,360			2,000,360
Dividends		-		-		-			(643,178	)		(643,178	)
Foreign currency translation
Adjustment		-		-		5,958			-			5,958
Balance, September 30, 2005	$	654,434	$	-	$	6,370		$	1,996,333		$	2,657,137
Balance, January 1, 2006	$	20,002	$	636,242	$	13,549		$	4,197,519		$	4,867,312
Net income		-		-		-			3,846,459			3,846,459
Dividends		-		-		-			(2,446,373	)		(2,446,373	)
Foreign currency translation
adjustment		-		-		(23,976	)		-			(23,976	)
Balance, September 30, 2006	$	20,002	$	636,242	$	(10,427	)	$	5,597,605		$	6,243,422

See notes to consolidated financial statements

43

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Stated in US Dollars)

	2006			2005
Cash flows from operating activities
Net income	$	3,846,459		$	2,000,360
Adjustments to reconcile net income to net cash
provided by operating activities:-
Depreciation		243,096			149,677
Amortization of intangible assets		115,965			115,888
Amortization of leasehold land and land use rights		17,481			-
Loss on disposal of plant and equipment		7,725			-
Dividend income		(4,486	)		-
Changes in operating assets and liabilities:-
Increase in trade receivables, deposits and prepayment		(4,383,084	)		(3,259,119	)
Decrease in inventories		1,679,040			(521,766	)
Increase in trade and other payables		(345,981	)		1,485,649
Decrease in unearned income		(1,595,187	)		(1,650,765	)
Increase in income tax payable		813,538			378,967
Net cash provided by / (used in) operating activities	$	394,566		$	(1,301,109	)
Cash flows from investing activities
Acquisition of held-to-maturity investments	$	-		$	(301,162	)
Purchase of plant and equipment		(1,164,095	)		(56,280	)
Proceeds on disposal of plant and equipment		2,034			-
Dividends received		4,486			-
Net cash used in investing activities	$	(1,157,575	)	$	(357,442	)

44

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Stated in US Dollars)

	2006			2005
Cash flows from financing activities
Proceeds from short-term bank loans	$	26,532		$	14,595
Repayment of bank loans		(252,132	)		(115,353	)
Increase in notes payable		3,925,836			1,072,961
Dividends paid		(2,446,373	)		-
Increase in restricted bank deposits		(1,180,479	)		(668,830	)
Net cash provided by financing activities	$	73,384		$	300,373
Net decrease in cash and cash equivalents	$	(689,625	)	$	(1,358,178	)
Effect of foreign currency translation on cash and
cash equivalents		453			771
Cash and cash equivalents - beginning of period		427,513			308,873
Cash and cash equivalents - end of period	$	(261,659	)	$	(1,048,534	)

Analysis of the balances of cash and cash equivalents
Bank balances and cash	$	220,119		$	56,044
Bank overdrafts		(481,778	)		(1,104,578	)
	$	(261,659	)	$	(1,048,534	)

Supplemental disclosures for cash flow information:-
Cash (paid) / refund for :
Interest	$	(763,726	)	$	(356,603	)
Income taxes		(15,521	)		(17,659	)

See notes to consolidated financial statements

45

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1.ORGANIZATION AND PRINCIPAL ACTIVITIES

Times Manufacture & E-Commerce Corporation Limited (the Company) was incorporated in the British Virgin Islands on March 21, 2002 under the International Business Companies Act, British Virgin Islands.

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

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Method of Accounting

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

46

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b)Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries (the Group). Significant intercompany transactions have been eliminated in consolidation.

As of September 30, 2006, the particulars of the subsidiaries are as follows:

Name of company	Place and date of incorporation	Attributable equity interest %	Issued and fully paid capital	Principal activities
Times Manufacturing & E-Commerce Corporation Ltd (“TMEHK”)	British Virgin Islands January 2, 2002	100	US$20,000 Ordinary	Investment holding
Billion Win International Enterprise Ltd (“BW”)	Hong Kong March 5, 2001	100	HK$5,000,000 Ordinary	Trading of watch components
Citibond Industrial Ltd (“CI”)	Hong Kong February 28, 2003	100	HK$1,000 Ordinary	Trading of watch components
Goldcome Industrial Ltd (“GI”)	Hong Kong March 2, 2001	100	HK$10,000 Ordinary	Trading of watch components
Megamooch International Ltd (“MI”)	Hong Kong April 2, 2001	100	HK$100 Ordinary	Trading of watches and watch components
TME Enterprise Ltd	British Virgin Islands November 28, 2003	100	US$2 Ordinary	Investment holding
Citibond Design Ltd	British Virgin Islands August 1, 2003	100	US$2 Ordinary	Trading agency
Megamooch Online Ltd	British Virgin Islands June 6, 2003	100	US$2 Ordinary	Trading of watches and watch components

47

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(c)Use of estimates

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

(d)Intangible assets

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

Trademarks	5 years
Websites	5 years

(e)Leasehold land and land use rights

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

(f)Plant and equipment

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

Buildings	over the remaining term of the leases
Furniture & fixtures		4 - 5 years
Office equipment		3 - 4 years
Machinery & equipment		3 - 4 years
Mould		3 years
Motor vehicles		3 - 4 years

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

48

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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

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

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

During the reporting periods, there was no impairment loss.

(h)Inventories

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

(i)Trade Receivables

Trade and other receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognized in the income statement. There is no doubtful debt for the nine months ended September 30, 2006 and 2005 respectively.

(j)Unearned income

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

(k)Cash and cash equivalents

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

49

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(l)Restricted bank deposits

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

(m)Held-to-maturity investments

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

(n)Foreign currency translation

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

	2006		2005
Period end HKD : US$ exchange rate		7.7875		7.7575
Average periodically HKD : US$ exchange rate		7.7687		7.7739

(o)Revenue recognition

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

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

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

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

50

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(p)Borrowings

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

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

(q)Deferred income tax

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

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

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

51

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(r)Income taxes

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

The Group is operating in Hong Kong. In accordance with the relevant tax laws and regulations of Hong Kong, the corporation profits tax of 17.5% on the assessable profits of the Group is $829,593 for the nine months ended September 30, 2006 (2005 : $396,526).

(s)Advertising

The Group expensed all advertising costs as incurred.

(t)Shipping and handling

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

(u)Retirement benefits

Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to the statements of income as incurred. The retirement benefit expenses included in general and administrative expenses were $13,627 for the nine months ended September 30, 2006 (2005 : $13,767).

(v)Comprehensive income

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

52

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(w)Recent accounting pronouncements

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

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

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

53

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

3.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

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

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

(b) Allowance on bad and doubtful debts

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

4.TRADE AND OTHER RECEIVABLES

	2006		2005
Trade receivables	$	8,065,222	$	4,852,748
Amount due from a director		-		508,666
Amount due from a related company		-		223,646
Deposits and prepayments		1,508,296		1,839,002
	$	9,573,518	$	7,424,062

The amount due from a director and a related company are unsecured, interest free, and have no fixed repayment terms.

5.INVENTORIES

	2006		2005
Merchandises	$	4,881,056	$	4,463,368

54

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

6.LEASEHOLD LAND AND LAND USE RIGHTS

	2006		2005
In Hong Kong held on:
Leases of between 10 to 50 years	$	922,349	$	-
At cost,	$	947,746	$	-
Less: Accumulated amortization		25,397		-
	$	922,349	$	-
Analyzed for reporting purposes as:
Current asset		23,115		-
Non-current asset		899,234		-
	$	922,349		-

Amortization expense for the nine months ended September 30, 2006 was $17,481 (2005 : Nil)

The assets have been pledged to the banks for securing banking facilities.

7.INTANGIBLE ASSETS

	2006		2005
Trademarks	$	98,157	$	138,756
Websites		367,756		483,803
	$	465,913	$	622,559

Amortization expense for the nine months ended September 30, 2006 was $115,965 (2005 : $115,888).

8.HELD-TO-MATURITY INVESTMENTS

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

55

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

9.PLANT AND EQUIPMENT, NET

	2006		2005
At cost
Buildings	$	241,899	$	-
Furniture & fixtures		491,948		394,773
Office equipment		145,639		137,339
Machinery & equipment		321,027		128,908
Moulds		383,949		230,744
Motor vehicles		45,843		26,362
	$	1,630,305	$	918,126
Less: Accumulated depreciation
Buildings	$	6,951	$	-
Furniture & fixtures		212,774		79,545
Office equipment		92,680		60,482
Machinery & equipment		77,249		13,094
Moulds		244,744		134,024
Motor vehicles		24,218		26,362
	$	658,616	$	313,507
	$	971,689	$	604,619

Depreciation expense for the nine months ended September 30, 2006 was $243,096 (2005 : $149,677).

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

10.TRADE AND OTHER PAYABLES

	2006		2005
Trade payables	$	952,492	$	3,112,268
Amount due to a related company		-		131,505
Accruals and deposit received		106,725		237,745
	$	1,059,217	$	3,481,518

The amount due to a related company is unsecured, interest free, and has no fixed repayment terms.

56

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

11.UNEARNED INCOME

Unearned income is the amount received from a customer, which is an unrelated party, in its first year of business transacted for the goods sold that were given a one-year credit period and were only required to pay the Group after the expiration of one year from the day such goods were supplied and delivered. Since there is a possibility that the customer may return the goods, revenue is not recognized until the time stipulated in the contract for rejection has expired and no goods is returned in due course to substantiate the risk and reward for such trading activities carried out by the Company are matched and recognized under the U.S. GAAP. Starting from 2006, credit period was reduced within 3 -6 months.

12.COMMON STOCK

The common stock of the company as at September 30, 2006 is as follows:

	Holding of issued		% of equity
Name of shareholder	capital		holdings
Mr. Kwong Kai Shun	$	20,002	$	100	%

For the purpose of this report, the combined common stock of the Group as at September, 2005 represented the aggregate amount of nominal value of the common stock of the Company, TMEHK, BW, GI, CI and MI.

13.INTEREST EXPENSES

	2006		2005
Interest on bank trust receipts	$	709,661	$	318,666
Interest on short-term bank loans		10,758		7,682
Interest on bank overdrafts		43,307		30,255
	$	763,726	$	356,603

57

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

14.OTHER INCOME

	2006		2005
Dividend received	$	4,486	$	-
Bank interest income - saving accounts		1,608		756
Bank interest income - fixed deposits		135,156		46,727
Other interest income		23,787		-
Commission income		-		573,671
Net exchange gains		574		1,189
Insurance compensation		-		8,329
License fee of intangible assets		125,504		125,420
Overpaid by customer		-		6
Sundry income		27		44,517
	$	291,142	$	800,615

15.INCOME TAXES

The following table accounts for the differences between the actual tax provision and the amounts obtained by applying the relevant applicable corporation income tax rate to income before tax for the period ended September 30, 2006 :

	2006		2005
Profit before taxation	$	4,676,052	$	2,396,886
Calculated at taxation rate of 17.5% (2005:17.5%)		818,309		419,455
Temporary differences not recognized		11,284		(22,929	)
Taxation charge	$	829,593	$	396,526

58

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

16.COMMITMENTS

The Group occupies office spaces for administrative purposes which are rented from third parties. Accordingly, for the periods ended September 30, 2006, the Group recognized rental expenses for these spaces of $57,527.

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

	2006		2005
Not later than one year	$	19,176	$	76,703
Later than one year		-		19,176
	$	19,176	$	95,879

17.BUSINESS SEGMENTS

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

	Watch			Completed
2006	movements			watches			Total
Sales	$	55,217,795		$	7,656,600		$	62,874,395
Cost of sales		(52,489,144	)		(4,021,802	)		(56,510,946	)
Segment result	$	2,728,651		$	3,634,798		$	6,363,449

	Watch			Completed
2005	movements			watches			Total
Sales	$	45,197,981		$	3,278,340		$	48,476,321
Cost of sales		(44,104,810	)		(1,513,614	)		(45,618,424	)
Segment result	$	1,093,171		$	1,764,726		$	2,857,897

59

TIMES MANUFACTURE & E-COMMERCE

CORPORATION LIMITED

(Formerly known as Rich Wind Finance Limited)

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2005

(Stated in US dollars)

60

  Dominic K.F. Chan & Co., Certified Public Accountants (Practising)

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The board of directors and stockholders of Times Manufacture & E-Commerce Corporation Limited

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

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

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

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

Dominic K. F. Chan & Co.

Certified Public Accountants (Practising)

HONG KONG,

61

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED BALANCE SHEET

AS AT DECEMBER 31, 2005

(Stated in US Dollars)

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

62

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED BALANCE SHEET (Continued)

AS AT DECEMBER 31, 2005

(Stated in US Dollars)

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

See notes to combined financial statements

63

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2005

(Stated in US Dollars)

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

See notes to combined financial statements

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2005

(Stated in US Dollars)

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

See notes to combined financial statements

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2005

(Stated in US Dollars)

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENTS OF CASH FLOWS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2005

(Stated in US Dollars)

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

See notes to combined financial statements

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

1.GROUP REORGANIZATION AND BASIS OF PRESENTATION

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

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

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

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.PRINCIPAL ACTIVITIES

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

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Method of Accounting

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

(b) Principles of combination

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

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

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

69

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(b) Principles of combination (Cont’d)

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

(c) Use of estimates

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

(d) Intangible assets

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

Trademarks	5 years
Websites	5 years

(e) Leasehold land and land use rights

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(f) Plant and equipment

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

Buildings	41 years
Furniture & fixtures	4 - 5 years
Office equipment	3 - 4 years
Machinery & equipment	3 - 4 years
Mould	3 years
Motor vehicles	3 - 4 years

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

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

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

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

During the reporting year, there was no impairment loss.

(h) Inventories

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

71

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(i) Trade Receivables

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

(j) Unearned income

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

(k) Cash and cash equivalents

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

(l) Restricted bank deposits

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

(m) Held-to-maturity investments

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(n) Foreign currency translation

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

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

(o) Revenue recognition

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

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

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

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

(p) Borrowings

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(q) Deferred income tax

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

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

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

(r) Income taxes

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

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

(s) Advertising

The Group expensed all advertising costs as incurred.

(t) Shipping and handling

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(u) Retirement benefits

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

(v) Comprehensive income

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

(w) Recent accounting pronouncements

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

75

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(w) Recent accounting pronouncements (Cont’d)

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

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

4.FINANCIAL RISK MANAGEMENT

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

(a) Currency risk

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

(b) Credit risk

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

5.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

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

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

(c) Allowance on bad and doubtful debts

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

6.TRADE AND OTHER RECEIVABLES

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

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

7.INVENTORIES

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

8.LEASEHOLD LAND AND LAND USE RIGHTS

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

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

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

9.INTANGIBLE ASSETS

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

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

10.HELD-TO-MATURITY INVESTMENTS

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

11.PLANT AND EQUIPMENT, NET

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

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

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

12.TRADE AND OTHER PAYABLES

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

13.UNEARNED INCOME

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

14.COMMON STOCK

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

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

15.INTEREST EXPENSES

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

80

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

16.OTHER INCOME

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

17.INCOME TAXES

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

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

81

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

18.RELATED PARTIES TRANSACTIONS

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

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

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

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

19.COMMITMENTS

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

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

20.BUSINESS SEGMENTS

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

2005	Watch movements			Completed watches			Total
Sales	$	58,843,209		$	4,235,200		$	63,078,409
Cost of sales		(54,856,836	)		(1,956,363	)		(56,813,199	)
Segment result	$	3,986,373		$	2,278,837		$	6,265,210

2004	Watch movements			Completed watches		Total
Sales	$	36,553,084		$	-	$	36,553,084
Cost of sales		(34,584,844	)		-		(34,584,844	)
Segment result	$	1,968,240		$	-	$	1,968,240

83

TIMES MANUFACTURE & E-COMMERCE

CORPORATION LIMITED

(Formerly known as Rich Wind Finance Limited)

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

(Stated in US dollars)

84

  Dominic K.F. Chan & Co., Certified Public Accountants (Practising)

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The board of directors and stockholders of

Times Manufacture & E-Commerce Corporation Limited

We have audited the accompanying combined balance sheets of Times Manufacture & E-Commerce Corporation Limited (the “Company”), its subsidiaries and its commonly controlled entities as of December 31, 2004 and 2003 and the related combined statements of income, stockholders' equity and cash flows for the years then ended. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

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

As mentioned in note 1 to the financial statements, pursuant to a group reorganization (the “Reorganization”) which was completed in December, 2005, the Company became the ultimate holding company of its commonly controlled entities by the acquisition of 100% equity interests of the then ultimate holding company of them. Each of the Company and its commonly controlled entities has common controlling stockholders and accordingly the Reorganization is treated as if it is a single business combination and the financial information relating to the Company and its commonly controlled entities for each of the years ended December 31, 2004 and 2003 was prepared on a combined basis.

In our opinion, on the basis of presentation set out in note 1, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Company as of December 31, 2004 and 2003 and the combined results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Dominic K. F. Chan & Co.

Certified Public Accountants (Practising)

HONG KONG,

85

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED BALANCE SHEETS

AS AT DECEMBER 31, 2004 AND 2003

(Stated in US Dollars) 

	Notes		2004		2003
ASSETS
Current assets				-
Cash and cash equivalents			$	911,487	$	112,979
Restricted bank deposits				3,551,304		1,300,088
Trade and other receivables		6		4,148,160		2,129,983
Inventories		7		3,931,124		1,327,533
Total current assets			$	12,542,075	$	4,870,583
Intangible assets		8		736,934		-
Plant and equipment, net		9		696,552		40,663
TOTAL ASSETS			$	13,975,561	$	4,911,246
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade and other payables		10	$	1,987,989	$	1,318,859
Short-term bank loans				129,631		6,999
Notes payable				6,668,530		2,489,098
Unearned income		11		3,197,160		-
Income tax payable				95,640		36,228
Bank overdrafts				602,614		1,781
Total current liabilities			$	12,681,564	$	3,852,965
TOTAL LIABILITIES			$	12,681,564	$	3,852,965

86

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED BALANCE SHEETS (Continued)

AS AT DECEMBER 31, 2004 AND 2003

(Stated in US Dollars)

	Notes		2004		2003
STOCKHOLDERS’ EQUITY
Common stock		12	$	654,434	$	644,436
Accumulated other comprehensive income				412		(705	)
Retained earnings				639,151		414,550
			$	1,293,997	$	1,058,281
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY			$	13,975,561	$	4,911,246

See notes to combined financial statements

87

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(Stated in US Dollars)

	Notes		2004			2003
Net sales			$	36,553,084		$	33,215,257
Cost of sales				(34,584,844	)		(31,918,723	)
Gross profit			$	1,968,240		$	1,296,534
Administrative and other operating expenses				(1,471,011	)		(851,904	)
Income from operations			$	497,229		$	444,630
Interest expenses		13		(164,558	)		(115,044	)
Other income		14		28,047			19,841
Income before taxes			$	360,718		$	349,427
Income tax		15		(136,117	)		(61,465	)
Net income			$	224,601		$	287,962

See notes to combined financial statements

88

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(Stated in US Dollars)

			Accumulated
			other
	Common		comprehensive			Retained
	stock		income			earnings		Total
Balance, January 1, 2003	$	644,305		(2,126	)		126,588		768,767
Issue of ordinary shares		131		-			-		131
Net income		-		-			287,962		287,962
Foreign currency translation
adjustment		-		1,421			-		1,421
Balance, December 31, 2003	$	644,436	$	(705	)	$	414,550	$	1,058,281
Balance, January 1, 2004	$	644,436	$	(705	)		414,550		1,058,281
Net income		-		-			224,601		224,601
Issue of ordinary shares		9,998					-		9,998
Foreign currency translation
adjustment		-		1,117			-		1,117
Balance, December 31, 2004	$	654,434		412			639,151		1,293,997

See notes to combined financial statements

89

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(Stated in US Dollars)

	2004			2003
Cash flows from operating activities
Net income	$	224,601		$	287,962
Adjustments to reconcile net income to net cash
provided by operating activities:-
Depreciation		126,225			18,427
Amortization of intangible assets		35,382			-
Loss on disposal of plant and equipment		-			2,350
Changes in operating assets and liabilities:-
Increase in trade receivables, deposits and prepayment		(1,997,000	)		(779,032	)
Increase in inventories		(2,601,377	)		(613,096	)
Increase / (decrease) in amount due to a director		122,571			(46,713	)
Increase in trade and other payables		3,730,524			537,915
Increase in income tax payable		59,412			73,041
Net cash flows used in operating activities	$	(299,662	)	$	(519,146	)
Cash flows from investing activities
Acquisition of intangible assets	$	(771,063	)	$	-
Purchase of plant and equipment		(781,095	)		(14,803	)
Proceeds from disposal of an associate company		-			60,631
Proceeds from disposal of plant and equipment		-			2,188
Net cash (used in) / generated from investing activities	$	(1,552,158	)	$	48,016

90

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

COMBINED STATEMENTS OF CASH FLOWS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2004 AND 2003

(Stated in US Dollars)

	2004			2003
Cash flows from financing activities
Net proceed on the issuance of new share capital	$	-		$	131
Proceeds from short-term bank loans		140,937			-
Repayment of bank loans		(11,527	)		-
Repayment of a capital lease		(6,975	)		(6,992	)
Increase in notes payable		4,176,477			87,674
Increase in restricted bank deposits		(2,255,598	)		(2,838	)
Net cash provided by financing activities	$	2,043,314		$	77,975
Net increase / (decrease) in cash and cash equivalents	$	191,494		$	(393,155	)
Effect of foreign currency translation on cash and
cash equivalents		6,181			1,850
Cash and cash equivalents - beginning of year		111,198			502,503
Cash and cash equivalents - end of year	$	308,873		$	111,198

Analysis of the balances of cash and cash equivalents
Bank balances and cash	$	911,487		$	112,979
Bank overdrafts		(602,614	)		(1,781	)
	$	308,873		$	111,198

Supplemental disclosures for cash flow information:-
Cash (paid) / refund for :
Interest	$	(164,558	)	$	(115,044	)
Income taxes		(76,858	)		11,577

See notes to combined financial statements

91

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

1.GROUP REORGANIZATION AND BASIS OF PRESENTATION

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

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

Each of the Company, BW, CI, GI and MI has common controlling stockholder. Accordingly, the Reorganization is treated as if it is a single business combination and the financial information relating to the Company and its commonly controlled entities (the “Group”) for the two years ended December 31, 2004 and 2003 (the “Relevant period”) was prepared on a combined basis.

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

The combined balance sheets of the Group as at December 31, 2004 and 2003 have been prepared to present the assets and liabilities of the companies now comprising the Group as at the respective dates as if the current group structure had been in existence as at those dates.

92

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.PRINCIPAL ACTIVITIES

The Company is principally engaging in the holding of investments. The subsidiaries and its commonly controlled entities are principally engaged in the trading of completed watches and watch components.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Method of Accounting

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

(b) Principles of combination

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

As of December 31, 2004, the particulars of the subsidiaries and commonly controlled entities are as follows:

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

93

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(b) Principles of combination (Cont’d)

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

(c) Use of estimates

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

(d) Intangible assets

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

Trademarks	5 years
Websites	5 years

94

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(e) Plant and equipment

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

Furniture & fixtures	4 - 5 years
Office equipment	3 - 4 years
Machinery & equipment	3 - 4 years
Mould	3 years
Motor vehicles	3 - 4 years

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

(f) Accounting for the Impairment of Long-Lived Assets

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

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

During the reporting years, there was no impairment loss.

(g) Inventories

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

95

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(h) Trade Receivables

Trade and other receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognized in the income statement.There is no doubtful debt for the years ended December 31, 2004 and 2003 respectively.

(i) Unearned income

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

(j) Cash and cash equivalents

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

(k) Restricted bank deposits

Restricted bank deposits represents secured time deposits on account to secure bank loans and bank overdrafts.

(l) Foreign currency translation

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

	2004		2003
Year end HKD : US$ exchange rate		7.77600		7.76300
Average yearly HKD : US$ exchange rate		7.78925		7.77120

96

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(m) Revenue recognition

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

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

(n) Borrowings

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

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

(o) Deferred income tax

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

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

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

97

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(p) Income taxes

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

The Group is operating in Hong Kong. In accordance with the relevant tax laws and regulations of Hong Kong, the corporation profits tax of 17.5% on the assessable profits of the Group is $136,117 and $61,465 for the years 2004 and 2003.

(q) Advertising

The Group expensed all advertising costs as incurred.

(r) Shipping and handling

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

(s)Retirement benefits

Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to the statements of income as incurred. The retirement benefit expenses included in general and administrative expenses were $15,346 and $12,283 for the years ended December 31, 2004 and 2003.

(t) Comprehensive income

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

98

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

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

(u) Recent accounting pronouncements

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

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

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

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TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

4.FINANCIAL RISK MANAGEMENT

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

(c) Currency risk

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

(d) Credit risk

The Group’s maximum exposure to credit risk in the event of the counterparties failure to perform their obligations as at 31st December 2004 in relation to each class of recognized financial assets is the carrying amount of those assets as stated in the balance sheet. In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.

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

5.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

(a)       Allowance on bad and doubtful debts

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

100

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

6. TRADE AND OTHER RECEIVABLES

	2004		2003
Trade receivables	$	3,369,326	$	1,334,762
Amount due from a director		50,900		137,369
Deposits and prepayments		727,934		657,852
	$	4,148,160	$	2,129,983

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

7. INVENTORIES

	2004		2003
Merchandises	$	3,931,124	$	1,327,533

8. INTANGIBLE ASSETS

	2004		2003
Trademarks	$	168,518	$	-
Websites		568,416		-
	$	736,934	$	-

Amortization expense for the years ended 2004 and 2003 was $35,382 and $Nil respectively.

101

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

9. PLANT AND EQUIPMENT, NET

	2004		2003
At cost
Furniture & fixtures	$	350,425	$	14,943
Office equipment		11,380		36,094
Machinery & equipment		241,378		-
Mould		230,195		-
Motor vehicles		26,299		26,343
	$	859,677	$	77,380
Less: Accumulated depreciation
Furniture & fixtures	$	21,049	$	4,282
Office equipment		6,262		16,607
Machinery & equipment		35,391		-
Mould		76,732		-
Motor vehicles		23,691		15,828
	$	163,125	$	36,717
	$	696,552	$	40,663

Depreciation expense for the years ended 2004 and 2003 was $126,255 and $18,427 respectively.

10. TRADE AND OTHER PAYABLES

	2004		2003
Trade payables	$	1,805,995	$	1,277,362
Amount due to a director		140,196		-
Accruals and deposit received		41,798		41,497
	$	1,987,989	$	1,318,859

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

102

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

11. UNEARNED INCOME

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

12. COMMON STOCK

For the purpose of this report, the combined common stock of the Group as at December 31, 2004 and 2003 represented the aggregate amount of nominal value of the common stock of the Company, TMEHK, BW, GI, CI and MI.

13. INTEREST EXPENSES

	2004		2003
Interest on bank trust receipts	$	139,209	$	112,298
Interest on short-term bank loans		14,505		1,740
Interest on bank overdrafts		6,648		271
Interest element of a capital lease		1,947		735
Interest on other loans		2,249		-
	$	164,558	$	115,044

14. OTHER INCOME

	2004		2003
Bank interest income - saving accounts	$	11,719	$	11
Bank interest income - fixed deposits		4,001		11,460
Net exchange gains		170		4,206
Services fee income		11,477		-
Overpaid by customer		383		6
Sundry income		297		4,151
Gain on disposal of fixed plant and equipment		-		7
	$	28,047	$	19,841

103

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

15. INCOME TAXES

The following table accounts for the differences between the actual tax provision and the amounts obtained by applying the relevant applicable corporation income tax rate to income before tax for the year ended December 31, 2004 and 2003:

	2004			2003
Profit before taxation	$	360,718		$	349,427
Calculated at taxation rate of 17.5% (2003:17.5%)		63,126			61,149
Income not subject to taxation		(1	)		(3	)
Expenses not deductible		418			259
Temporary differences not recognised		(44,228	)		431
Utilisation of tax loss in previous year		(1,327	)		(866	)
Unused tax losses not recognised		118,129			495
Taxation charge	$	136,117		$	61,465

16. RELATED PARTIES TRANSACTIONS

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

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

(b) Purchase of trademarks from Mr. Mak Ho Fong, a director of the commonly controlled entities of the Company, for the year 2004 was $80,000.

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

104

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

(Stated in US Dollars)

17. COMMITMENTS

The Group occupies office spaces for administrative purposes from third parties. Accordingly, for the years ended December 31, 2004 and 2003, the Group recognized rental expenses for these spaces of $53,575 and $56,660 respectively.

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

	2004		2003
Not later than one year	$	63,751	$	18,993
Later than one year		-		-
	$	63,751	$	18,993

(b) Pro Forma Financial Statements.

Unaudited Condensed Pro Forma Combined Financial Information

The accompanying unaudited condensed pro forma combined financial information consists of the combined balance sheets of Asia Time Corporation, formerly SRKP 9, Inc., a Delaware corporation (the “Company”) and Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands Company (“Times Manufacture”), as of September 30, 2006 and their combined statements of operations for the nine months ended September 30, 2006. The Company was incorporated in the State of Delaware on January 3, 2006, and the nine month period ended September 30, 2006 for Times Manufacture is combined with the period from January 3, 2006 (inception) to September 30, 2006 for the Company.

On December 15, 2006, a Share Exchange Agreement was entered into between the Company and the sole shareholder that owns 100% of Times Manufacture. Pursuant to the Share Exchange Agreement, as amended (the “Agreement”), the Company agreed to issue a total of, 19,454,420 shares of its common stock to the sole shareholder in exchange for this shareholders shares. The terms of the Agreement were consummated on January 23, 2007. Upon the closing of the Share Exchange, the Company issued an aggregate of 19,454,420 shares of its common stock to the sole shareholder of Times Manufacture in exchange for all of the issued and outstanding securities of Times Manufacture. Times Manufacture also paid an aggregate of $350,000 to the stockholders of SRKP 9, Inc. In addition, prior to the closing of the Share Exchange and the Private Placement, as described below, the Company effectuated a 1.371188519-for-one stock dividend such that there were 3,702,209 shares of common stock outstanding immediately prior to the Share Exchange and Private Placement. The Company issued no fractional shares in connection with the Share Exchange. In addition, on January 23, 2007, the Company conducted an initial closing of a private placement transaction (the “Private Placement”). Pursuant to Subscription Agreements entered into with the investors, the Company sold an aggregate of 1,749,028 shares of Series A Convertible Preferred stock at $1.29 per share. Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the per share purchase price.

The condensed pro forma combined financial information presents historical financial statements, pro forma adjustments and the pro forma results. The pro forma statements of operations present continuing operations before nonrecurring charges or credits directly attributable to the transaction contemplated herein.

105

PRO FORMA CONSOLIDATED BALANCE SHEET

AS AT SEPTEMBER 30, 2006

(Stated in US Dollars)

	SRKP 9, INC.			TIMES MANUFACTURE E-COMMERENCE CORPORATION LIMITED			Pro Forma Adjustment			Pro Forma Consolidated
	$			$			$			$
ASSETS
Cash and cash equivalents		4,707			220,119			-			224,826
Restricted bank deposits		-			5,465,302			-			5,465,302
Trade and other receivables		-			9,573,518			-			9,573,518
Inventories		-			4,881,056			-			4,881,056
Prepaid lease payments - land use rights		-			23,115			-			23,115
		4,707			20,163,110						20,167,817
Leasehold land and land use rights		-			899,234			-			899,234
Intangible assets		-			465,913			-			465,913
Held-to-maturity investments		-			300,636			-			300,636
Plant and equipment, net		-			971,689			-			971,689
TOTAL ASSETS		4,707			22,800,582			-			22,805,289
LIABILITIES
Trade and other payables		-			1,059,217			-			1,059,217
Short-term bank loans		-			68,422			-			68,422
Notes payable		-			13,292,033			-			13,292,033
Income taxes payable		-			1,655,710			-			1,655,710
Bank overdrafts		-			481,778			-			481,778
		-			16,557,160			-			16,557,160
Due to stockholders		32,750			-			20,002			52,752
TOTAL LIABILITIES		32,750			16,557,160			20,002			16,609,912
STOCKHOLDERS’ EQUITY
Common stock		270			20,002			(20,002	)		270
Additional paid in capital		1,897			-			-			1,897
Share premium		-			636,242			-			636,242
Accumulated other comprehensive income		-			(10,427	)		-			(10,427	)
Retained earnings		(30,210	)		5,597,605			-			5,567,395
TOTAL STOCKHOLDERS' EQUITY		(28,043	)		6,243,422			(20,002	)		6,195,377
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		4,707			22,800,582			-			22,805,289

106

PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Stated in US Dollars)

	SRKP 9,INC.			TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED			Pro forma Adjustment		Pro forma Consolidated
	$			$			$		$
Net sales		-			62,874,395			-		62,874,395
Cost of sales		-			(56,510,946	)		-		(56,510,946	)
Gross profit		-			6,363,449			-		6,363,449
Administrative and other operating expenses		(30,210	)		(1,214,813	)		-		(1,245,023	)
Income from operations		(30,210	)		5,148,636			-		5,118,426
Interest expenses, net		-			(763,726	)		-		(763,726	)
Other income, net		-			291,142			-		291,142
Income before tax		(30,210	)		4,676,052			-		4,645,842
Income tax		-			(829,593	)		-		(829,593	)
Net income		(30,210	)		3,846,459			-		3,816,249

107

(c) Exhibits:

Exhibit No.	Exhibit Description
2.1	Share Exchange Agreement, dated as of December 15, 2006, by and among the Registrant, Kwong Kai Shun and Times Manufacture & E-Commerce Corporation, Limited.
3.1	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006).
3.2	Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006).
3.3	Articles of Merger Effecting Name Change.
3.4	Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock.
21.1	List of Subsidiaries.

108

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Asia Time Corporation
Dated: January 29, 2007	/s/ Kwong Kai Shun
	By:Kwong Kai Shun
	Its:Chairman of the Board, Chief Executive Officer and Chief Financial Officer

109

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Share Exchange Agreement, dated as of December 15, 2006, by and among the Registrant, Kwong Kai Shun and Times Manufacture & E-Commerce Corporation, Limited.
3.1	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006).
3.2	Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006).
3.3	Articles of Merger Effecting Name Change.
3.4	Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock.
21.1	List of Subsidiaries.

110

EX-2.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT, dated as of the 15th day of December, 2006 (the “Agreement”), by and among SRKP 9, Inc., a Delaware corporation (the “Company”); Times Manufacture & E-commerce Corporation Limited, a British Virgin Islands corporation (“Times”); and Kwong Kai Shun (the “Shareholder”). The Company, Times and the Shareholder are collectively referred to herein as the “Parties”.

WITNESSETH:

WHEREAS, the Shareholder owns all of the issued and outstanding shares of the capital of Times (the “Times Shares”).

WHEREAS, the Company desires to acquire from Shareholder, and Shareholder desires to sell to the Company, the Times Shares in exchange for the issuance by the Company of an aggregate of 19,454,420 shares (the “Company Shares”) of Company Common Stock to the Shareholder on the terms and conditions set forth herein (the “Exchange”).

WHEREAS, after giving effect to the Exchange, the Stock Split, and Equity Financing as described herein, there will be approximately 23,156,629 shares of Company Common Stock and 2,325,581 shares of Series A Convertible Preferred Stock issued and outstanding.

WHEREAS, the parties intend, by executing this Agreement, to implement a tax-deferred exchange of property governed by Section 351 of the United States Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE EXCHANGE

1.1The Exchange.Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

(a)the Company shall issue and deliver to the Shareholder 19,454,420 authorized but unissued shares of Company Common Stock, and

(b)the Shareholder agrees to deliver to the Company duly endorsed certificates representing the Times Shares.

1.2Time and Place of Closing.The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Kirkpatrick & Lockhart Nicholson Graham LLP on or before December 31, 2006 (the “Closing Date”) at 6:00 p.m. Pacific Time, or at such place and time as mutually agreed upon by the parties hereto.

1.3Effective Time.The Exchange shall become effective (the “Effective Time”) at such time as all of the conditions to set forth in Article VII hereof have been satisfied or waived by the Parties hereto.

1.4Tax Consequences.It is intended by the parties hereto that for United States income tax purposes, the contribution and transfer of the Times Shares by the Shareholder to the Company in exchange for Company Shares constitutes a tax-deferred exchange within the meaning of Section 351 of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Times and the Shareholder that now and/or as of the Closing:

2.1Due Organization and Qualification; Due Authorization.

(a)The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company.

(b)The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.

(c)The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought, equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2No Conflicts or Defaults.The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2

2.3Capitalization.The authorized capital stock of the Company immediately prior to giving effect to the transactions contemplated hereby consists of 110,000,000 shares of which 100,000,000 have been designated as Company Common Stock $.0001 par value and 10,000,000 shares have been designed as preferred stock, $.0001 par value (“Preferred Stock”). As of the date hereof and after giving effect to the Stock Split referenced herein, there are 3,702,209, shares of Company Common Stock issued and outstanding and no shares of Preferred Stock outstanding. All of the outstanding shares of Company Common Stock are, and the Company Shares when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to the Company Shares will not be issued in violation of any preemptive right of stockholders. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

2.4Financial Statements.The Company has provided Times and the Shareholder copies of the (i) balance sheet of the Company at February 28, 2006, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from January 3, 2006 (inception) to February 28, 2006, including the notes thereto, as audited by A.J. Robbins, PC, independent registered public accounting firm and (ii) balance sheet of the Company at September 30, 2006, and the related statements of operations, and cash flows for the three month period then ended (the “Financial Statements”). The Financial Statements, together with the notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. The Financial Statements present fairly the financial position of the Company as of the dates and for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with good business practices.

2.5No Assets or Liabilities.Except as set forth on the Financial Statements, the Company does not have any (a) material assets of any kind or (b) material liabilities or obligations, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise.

3

2.6Taxes.The Company has filed all United States federal, state, county and local returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “Taxes”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established.

2.7Indebtedness; Contracts; No Defaults.The Company has no material instruments, agreements, indentures, mortgages, guarantees, notes, commitments, accommodations, letters of credit or other arrangements or understandings, whether written or oral, to which the Company is a parry.

2.8Real Property.The Company does not own or lease any real property.

2.9Compliance with Law.The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.10Permits and Licenses.The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.11Litigation.There is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

4

2.12Insurance.The Company does not currently maintain any form of insurance.

2.13Patents; Trademarks and Intellectual Property Rights.The Company does not own or possesses any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, Internet web site(s) or proprietary rights of any nature.

2.14Securities Law Compliance.The Company has complied with all of the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), and has complied with all applicable blue sky laws.

2.15Conflict of Interest. Conflict of Interest.The Company acknowledges that it is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Company hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TIMES

Times and the Shareholder severally represent and warrant to the Company that now and/or as of the Closing:

3.1Due Organization and Qualification; Subsidiaries, Due Authorization.

(a)Times is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Times is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Times.

(b)Times does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than Times Manufacturing and E-commerce Corporation Limited, a British Virgin Islands corporation, which is the 100% owner of Billow Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd., each of which is a Hong Kong corporation, and Citibond Design Ltd., TME Enterprise Ltd., and Megamooch Online Ltd., each of which is a British Virgin Islands corporation (the “Subsidiaries”). Each of the Subsidiaries is wholly owned by Times, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Times or the Subsidiaries.

5

(c)Times has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Times has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Times, enforceable against Times in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2No Conflicts or Defaults.The execution and delivery of this Agreement by Times and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of Times or any of the Subsidiaries, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Times or any of the Subsidiaries is a party or by which Times or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which their assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of Times or any of the Subsidiaries, (iii) terminate or give any parry the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which Times is a party or by which Times or any of its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which Times is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.3Capitalization.The authorized capital stock of Times immediately prior to giving effect to the transactions contemplated hereby consists of 50,000 shares of common stock of which, as of the date hereof, there were 20,002 shares issued and outstanding. Except as set forth herein, all of the outstanding shares of Times are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to Times Shares, will not be transferred in violation of any rights of third parties. The Times Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for common shares. All of the Times Shares are owned of record and beneficially by the Shareholder free and clear of any liens, claims, encumbrances, or restrictions of any kind.

3.4Taxes.Times has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of Times and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by Times such judgments were reasonable under the circumstances) and complete in all material respects. Except as indicated in 3.4 of the Disclosure Schedule, no extension for the filing of any such return or report is currently in effect. Except as indicated in Item 3.4 of the Disclosure Schedule, no tax return or tax return liability of Times has been audited or, presently under audit. All taxes and any penalties, fines and interest which have been asserted to be payable as a result of any audits have been paid. Except as indicated in Item 3.4 of the Disclosure Schedule, Times has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. Except as indicated in Item 3.4 of the Disclosure Statement, all payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of Times have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of Times and in the Times Financial Statements.

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3.5Compliance with Law.Times and the Subsidiaries are conducting their respective businesses in material compliance with all applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers material to its business. Neither Times nor any of the Subsidiaries has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.6Litigation.

(a)There is no claim, dispute, action, suit, proceeding or investigation pending or threatened, against or affecting Times or any of the Subsidiaries or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the 12-month period preceding the date hereof;

(b)there is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting Times or any of the Subsidiaries; and

(c)neither Times nor any of the Subsidiaries has received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

3.7Conflict of Interest.Times and each of the Subsidiaries acknowledges that it is aware and understands the following facts and circumstances that may, individually and in the aggregate, create a conflict of interest: (i) WestPark Capital, Inc., an NASD member (“WestPark”), is the placement agent for the Equity Financing and WestPark will be paid a commission of the gross proceeds from the Equity Financing for its services; (ii) Richard Rappaport, who is the founder, Chief Executive President and indirectly holds a 100% interest in WestPark, is also the President, a Director and controlling stockholder of the Company who beneficially holds approximately 36% of the Company’s common stock (prior to the Share Exchange); (iii) Anthony C. Pintsopoulos, who is the Chief Financial Officer of WestPark, is also the Secretary, Chief Financial Officer, and a Director and a controlling stockholder of the Company who beneficially holds approximately 15% of the Company’s common stock (prior to the Share Exchange); (iv) Debbie Schwartzberg is a noteholder of the parent company of WestPark, which entitles her to a 1.5% interest in the net profits of the parent company of WestPark, and is also a controlling stockholder of the Company holding approximately 36% of the Company’s outstanding common stock (prior to the Share Exchange); (v) Thomas Poletti is a partner of Kirkpatrick & Lockhart Nicholson Graham LLP, which is providing U.S. legal representation to Times with respect to the Exchange, holds approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Mr. Poletti is also a stockholder of other SRKP shell companies of which Messrs. Rappaport and Pintsopoulos are officers and directors thereof; (vi) Glenn Krinsky is a stockholder of the Company holding approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Mr. Krinsky is also partner with the law firm of Ropes & Gray LLP, which has conducted affiliated transactions with WestPark in the past and (vii) Kevin DePrimio and Jay Stern, each employees of WestPark, each own less then 5% of the outstanding common stock of the Company (prior to the Share Exchange) (items (i) through (vii) in this Section are herein referred to as, the “Conflicts of Interest”). Times hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

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ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to the Company that now and/or as of the Closing:

4.1Title to Shares.The Shareholder is the legal and beneficial owner of the Times Shares to be transferred to the Company, and upon consummation of the exchange contemplated herein, the Company will acquire from the Shareholder good and marketable title to the Times Shares, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as maybe imposed by applicable law. The information set forth on Schedule I with respect to the Shareholder is accurate and complete.

4.2Due Authorization.The Shareholder has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and binding obligation of the Shareholder, enforceable against him in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

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4.3Purchase for Investment.

(a)The Shareholder is acquiring the Company Shares for investment for his own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and he has no present intention of selling, granting any participation in, or otherwise distributing the same. The Shareholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Shares.

(b)The Shareholder understands that the Company Shares are not registered under the Securities Exchange Act of 1933, as amended (the “Act”) on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Shareholder’s representations set forth herein. The Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act.

4.4Investment Experience.The Shareholder acknowledges that he can bear the economic risk of his investment, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Company Shares.

4.5Information.The Shareholder has carefully reviewed such information as such he deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of the Shareholder, he has been furnished all materials that he has requested relating to the Company and the issuance of the Company Shares hereunder, and the Shareholder has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to him. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which the Shareholder has relied in making an exchange of the Times Shares for the Company Shares.

4.6Restricted Securities.The Shareholder understands that the Company Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from registration under the Act, the Company Shares must be held indefinitely. The Shareholder is aware that the Company Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

4.7Conflict of Interest.The Shareholder acknowledges that he is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Shareholder hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that he has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that he is free at any time to obtain independent counsel for further guidance.

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ARTICLE V

COVENANTS

5.1Further Assurances.

Each of the Parties shall use its reasonable commercial efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such parry’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

ARTICLE VI

DELIVERIES

Items to be delivered to the Shareholder prior to or at Closing by the Company.

(a)Certificate of Incorporation and amendments thereto, By-laws and amendments thereto, and certificate of good standing of the Company in Delaware;

(b)all applicable schedules hereto;

(c)all minutes and resolutions of board of director and shareholder meetings in possession of the Company;

(d)shareholder list;

(e)all financial statements and all tax returns in possession of the Company;

(f)resolution from the Company’s Board appointing the designees of the Shareholder to the Company’s Board of Directors;

(g)resolution from the Company’s Board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto;

(h)letters of resignation from the Company’s current officers and directors to be effective upon Closing and after the appointments described in this section;

(i)certificates representing 19,454,420 shares of the Company Shares issued in the name of the Shareholder;

(j)any other document reasonably requested by the Shareholder that he deems necessary for the consummation of this transaction.

Items to be delivered to the Company prior to or at Closing by Times and the Shareholder.

(a)all applicable schedules hereto;

10

(b)instructions from Times appointing its designees to the Company’s Board of Directors;

(c)share certificates and duly executed stock powers from the Shareholder transferring the Times Shares to the Company;

(d)resolutions from the Board of Directors of Times, if applicable, and shareholder resolutions approving the transactions contemplated hereby; and

(e)any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.

ARTICLE VII

CONDITIONS PRECEDENT

7.1Conditions Precedent to Closing.The obligations of the Parties under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

(a)That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement.

(b)That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

(c)The Company shall have effected (in the form of a stock dividend) a 1.371188519-for-1 forward stock split of its outstanding shares of Common Stock (the “Stock Split”);

(d)That the Company shall have engaged a public relations firm prior to Closing that is mutually acceptable to the Company and Times; and

(e)The Company shall have concluded an equity financing of at least $1,000,000 at the time of Closing (the “Equity Financing”).

7.2Conditions to Obligations of Shareholder.The obligations of Shareholder shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:

(a)The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b)The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and

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(c)The Equity Financing shall have been concluded.

7.3Conditions to Obligations of the Company.The obligations of the Company shall be subject to fulfillment at or prior to or at the Closing, of each of the following conditions:

(a)Times and the Shareholder shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement; and

(b)The Shareholder shall have delivered to the Company the share certificates and duly executed stock powers from the Shareholder transferring the Times Shares to the Company.

ARTICLE VIII

INDEMNIFICATION

8.1Indemnity of the Company.The Company agrees as to defend, indemnify and hold harmless the Shareholder from and against, and to reimburse the Shareholder with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by the Shareholder by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

8.2Indemnity of the Shareholder.The Shareholder agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Shareholder or in any document or certificate delivered by the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that the Shareholder shall have responsibility hereunder only for the representations and warranties made by him.

8.3Indemnification Procedure.A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the other party (the “Indemnifying Party”) of any claim for indemnification arising under this Article VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Parry which consent shall not be unreasonably withheld.

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ARTICLE IX

TERMINATION

9.1Termination.This Agreement may be terminated at any time before or, at Closing, by:

(a)The mutual agreement of the Parties;

(b)Any party if-

(i)Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; or

(ii)Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement;

(c)Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred.

ARTICLE X

COVENANTS SUBSEQUENT TO CLOSING

10.1Registration Rights.The Company shall file, within thirty (30) days after the Closing and at its expense, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Initial Registration Statement”) covering the resale of Common Shares held by those persons (and/or their designees) that are shareholders of the Company immediately prior to the Closing (“Pre-Existing Shareholders”), provided that, however, the Company shall not be required to register the Common Shares held by such shareholders who are affiliates of Westpark Capital, Inc. (“Westpark Affiliates”), as specified in Item 10.1 of the Disclosure Schedules, who shall instead receive registration rights to require the Company to file a registration statement (the “Second Registration Statement”) to register such Common Shares within ten (10) days following to the end of the six (6) month period that immediately follows the date on which the Company files Initial Registration Statement with the Commission. The Company shall enter into a Registration Rights Agreement acceptable to the Westpark Affiliates with respect to rights described in this Section 10.1. In the event the Second Registration Statement is not timely filed to register the shares held by the Westpark Affiliates, or if the Second Registration Statement is not timely declared effective by the Commission, as described in the Registration Rights Agreement, the Company shall issue to such holders penalty shares (the “Penalty Shares”) equal to one percent (1%) of the shares on a monthly basis until the Second Registration Statement is filed with or declared effective by the Commission, as applicable. However, no Penalty Shares shall be due to the Westpark Affiliates if the Company is using best efforts to cause the Second Registration Statement to be filed and declared effective in a timely manner.

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10.2AMEX Listing.The Company shall take reasonable efforts to cause the Company’s securities to be listed on the American Stock Exchange as soon as practicable after the Closing.

ARTICLE XI

MISCELLANEOUS

11.1Survival of Representations, Warranties and Agreements.Each of the parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Except as specifically set forth in this Agreement, representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall not survive the Closing Date, and no claims made by virtue of such representations, warranties, agreements and covenants shall be made or commenced by any party hereto from and after the Closing Date.

11.2Access to Books and Records.During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

11.3Further Assurances.If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the merger in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

11.4Notice.All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

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Attention:

If to the Shareholder and Times:

Times Manufacture & E-commerce Corporation Limited

Room 1601-1604, 16/F.

CRE Center

889 Cheung Sha Wan Road

Kowloon, Hong Kong

Attn: Mr. Kwong Kai Shun

Fax: (852) 23100032

With a copy to:

Kirkpatrick & Lockhart Nicholson Graham LLP

10100 Santa Monica Blvd., Seventh Floor

Los Angeles, California 90067

Attn: Thomas J. Poletti, Esq.

Fax.: (310) 552-5001

If to the Company:

SRKP 9, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Fax: (310) 843-9304

11.5Entire Agreement.This Agreement, the Disclosure Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

11.6Successors and Assigns.This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

15

11.7Governing Law.This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware are applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

11.8Counterparts.This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.9Construction.Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

11.10Severability.If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first set forth above.

SRKP 9, INC.
By:	/s/ Richard Rappaport
	Name: Richard Rappaport
	Title: President

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED
By:	/s/ KWONG KAI SHUN
	Name: KWONG KAI SHUN
	Title: Chief Executive Officer

SHAREHOLDER
By:	/s/ KWONG KAI SHUN
	Name: KWONG KAI SHUN

Witness:
	WestPark Capital Inc.
By:	/s/ Richard Rappaport
	Name: Richard Rappaport
	Title: Chief Executive Officer

17

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

SHAREHOLDER’S SIGNATURE PAGE TO

SHARE EXCHANGE AGREEMENT

Dated December 15, 2006

Among SRKP 9, Inc.,

Times Manufacture & E-commerce Corporation Limited., and

The Shareholder of Times Manufacture & E-commerce Corporation Limited

The undersigned Shareholder hereby executes and delivers the Share Exchange Agreement (the “Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document in accordance with the terms of the Agreement.

(Signature)

KWONG KAI SHUN

(Type or print name)

(Type or print name as it should appear on certificate, if different)

Address:    Room 1601-1604, 16/F, CRE Centre

     889 Cheung Sha Wan Road

Telephone:(___) _____________________

Facsimile:  (___) _____________________

Number of Times Shares Held:   20,002   

1

SCHEDULE I

SHAREHOLDER AND TIMES SHARES

Name	Number of Times Shares
Kwong Kai Shun		20,002

1

ITEM 10.1

WESTPARK AFFILIATES

Richard Rappaport

Anthony C. Pintsopoulos

Kevin DePrimio

Jay Stern

2

TABLE OF CONTENTS

		Page
ARTICLE I THE EXCHANGE		1
1.1	The Exchange.	1
1.2	Time and Place of Closing.	2
1.3	Effective Time.	2
1.4	Tax Consequences.	2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
2.1	Due Organization and Qualification; Due Authorization.	2
2.2	No Conflicts or Defaults.	2
2.3	Capitalization.	3
2.4	Financial Statements.	3
2.5	No Assets or Liabilities.	3
2.6	Taxes.	4
2.7	Indebtedness; Contracts; No Defaults.	4
2.8	Real Property.	4
2.9	Compliance with Law.	4
2.10	Permits and Licenses.	4
2.11	Litigation.	4
2.12	Insurance.	5
2.13	Patents; Trademarks and Intellectual Property Rights.	5
2.14	Securities Law Compliance.	5
2.15	Conflict of Interest. Conflict of Interest.	5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF TIMES		5
3.1	Due Organization and Qualification; Subsidiaries, Due Authorization.	5
3.2	No Conflicts or Defaults.	6
3.3	Capitalization.	6
3.4	Taxes.	6
3.5	Compliance with Law.	7
3.6	Litigation.	7
3.7	Conflict of Interest.	7
ARTICLE IV REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER		8
4.1	Title to Shares.	8
4.2	Due Authorization.	8
4.3	Purchase for Investment.	9
4.4	Investment Experience.	9
4.5	Information.	9
4.6	Restricted Securities.	9
4.7	Conflict of Interest.	9

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ARTICLE V COVENANTS		10
5.1	Further Assurances.	10
ARTICLE VI DELIVERIES		10
ARTICLE VII CONDITIONS PRECEDENT		11
7.1	Conditions Precedent to Closing.	11
7.2	Conditions to Obligations of Shareholder.	11
7.3	Conditions to Obligations of the Company.	12
ARTICLE VIII INDEMNIFICATION		12
8.1	Indemnity of the Company.	12
8.2	Indemnity of the Shareholder.	12
8.3	Indemnification Procedure.	12
ARTICLE IX TERMINATION		13
9.1	Termination.	13
ARTICLE X COVENANTS SUBSEQUENT TO CLOSING		13
10.1	Registration Rights.	13
10.2	AMEX Listing.	14
ARTICLE XI MISCELLANEOUS		14
11.1	Survival of Representations, Warranties and Agreements.	14
11.2	Access to Books and Records.	14
11.3	Further Assurances.	14
11.4	Notice.	14
11.5	Entire Agreement.	15
11.6	Successors and Assigns.	15
11.7	Governing Law.	16
11.8	Counterparts.	16
11.9	Construction.	16
11.10	Severability.	16

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EX-3.3

CERTIFICATE OF OWNERSHIP AND

MERGER MERGING

ASIA TIME CORPORATION

INTO

SRKP 9, INC.

(Pursuant to section 253 of the General Corporation Law of the state of Delaware)

SRKP 9, Inc., (the “Company”) a corporation organized and existing under the laws of the state of Delaware, does hereby certify:

First: That this Company was incorporated on January 3, 2006, pursuant to the General Corporation Law of the state of Delaware.

Second: That this Company owns all of the issued and outstanding shares of each class of the stock of Asia Time Corporation, a corporation organized and existing under the laws of the state of Delaware.

Third: That this Company, by a resolutions of its board of directors duly adopted by unanimous written consent on January 22, 2007 determined to merge into itself said Asia Time Corporation which resolutions are set forth on Exhibit A, attached hereto and incorporated herein.

Fourth: The Certificate of Incorporation of the Company is hereby amended by deleting Article I of the Certificate of Incorporation in its present form and substituting therefore new Article I in the following form: The name of the Company is Asia Time Corporation.

Fifth: The merger shall be effective on January 23, 2007.

IN WITNESS WHEREOF, SRKP 9, Inc. has caused this Certificate of Merger to be executed by a duly authorized officer this 23nd day of January, 2007.

SRKP 9, Inc.
By:	/s/ Richard Rappaport
	Name:Richard Rappaport Title:President

Exhibit A

RESOLUTIONS OF MERGER

WHEREAS, the Company owns 1,000 shares of common stock of Asia Time Corporation, constituting 100% of the outstanding common stock of Asia Time Corporation, the only class of capital stock outstanding;

WHEREAS, Section 253 of the Delaware General Corporation Law (“DGCA”) permits the “short-form” merger into a parent corporation of a subsidiary corporation where at least 90% of the outstanding shares of each class of stock of the subsidiary corporation are owned by the parent corporation by executing, acknowledging and filing, in accordance with Section 103 of the DGCA, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of adoption; and

WHEREAS, the board of directors of the Company believes, based on discussions with, the analysis of, and the recommendation of the Company’s management, and after consideration of the following factors, among others, that it is in the best interests of the Company’s stockholders to effect a short-form merger of CPS to effectuate a name change to better reflect the Company’s line of business after.

NOW, THEREFORE, BE IT RESOLVED, that the form of Certificate of Short Form Merger (the “Certificate of Merger”) attached hereto as Exhibit A is hereby adopted and approved with such additions, modifications, or deletions as the officers of the Company deem necessary or appropriate and in the best interest of the Company and its stockholders.

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby are, authorized and directed to cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware.

RESOLVED FURTHER that the officers of the Company hereby are, and each of them with the full authority to act without the others hereby is, authorized, in the name and on behalf of the Company, to execute and deliver any and all contracts, deeds, and writings of any nature and to do any other act or thing that may be necessary or desirable to carry out the foregoing.

A-1

EX-21.1

List of Registrant’s Subsidiaries

Times Manufacture & E-Commerce Corporation Limited	British Virgin Islands
Times Manufacturing & E-Commerce Corporation Ltd.	British Virgin Islands
TME Enterprise Ltd.	British Virgin Islands
Citibond Design Ltd.	British Virgin Islands
Megamooch Online Ltd.	British Virgin Islands
Billow Win International Enterprise Ltd.	Hong Kong
Goldcome Industrial Ltd.	Hong Kong
Citibond Industrial Ltd.	Hong Kong
Megamooch International Ltd.	Hong Kong