SB-2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Asia Document Transition, Inc.

(Name of Small Business Issuer in Its Charter)

Nevada                          4822                    20-4889194

----------------    ----------------------------      ----------------

(State or other         (Primary Standard Industrial      (I.R.S. Employer

jurisdiction of          Classification Code Number)       Identification

incorporation                                                Code Number)

or organization)

Bernard Chan, Chief Executive Officer

10th Floor, New York House

60 Connaught Road

Central, Hong Kong

011-852-2545-9133

(Address and Telephone Number of Principal Executive Offices)

Approximate date of commencement of proposed sale to the public: As soon as practicable in accordance with applicable law after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

If this Form is a post-effective amendment filed pursuant to Rule

462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [__]

                  CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount proposed to be registered	Maximum Offering Price per share(1)	Maximum Amount aggregate offering price (2)(3)	Amount of Registration Fee
Common Stock	6,150,000	$0.10	$615,000	$65.80

(1) This price was arbitrarily determined by Asia Document Transition, Inc., and bears no relationship to assets, earnings, or any other valuation criteria.  No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or any, price. 125,000 of the shares included herein are being distributed to the shareholders of Cell Source Research, Inc., a Delaware corporation. 6,025,000 of the shares included herein will be sold by Selling Shareholders.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

(3) The shareholders of Cell Source Research, Inc. will not be charged or assessed for Asia Document Transition, Inc. Common Stock, and Asia Document Transition, Inc. will receive no consideration for the distribution of the foregoing shares in the spin-off. Asia Document Transition, Inc. will not receive any of the proceeds from the sale of common stock by the Selling Shareholders.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH

DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL

THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY

STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME

EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF

1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON

SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT

TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE

CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS

PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT

SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER

OR SALE IS NOT PERMITTED.

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PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED November 15, 2007

6,150,000 Shares

Asia Document Transition, Inc.

Common Stock

This prospectus relates to the distribution, to all of the shareholders  of Cell Source Research, Inc. of  125,000 shares of Asia Document Transition, Inc. common stock (the "Distribution") as well 6,025,000 shares of Asia Document Transition, Inc. common stock held by Selling Shareholders. Asia Document Transition, Inc. is not selling any shares of common stock in this distribution and therefore will not receive any proceeds from this distribution.  All costs associated with this registration will be borne by Asia Document Transition, Inc. Upon the effectiveness of this prospectus the selling stockholders may sell the shares as detailed in the section entitled "Plan of Distribution."

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED “RISK FACTORS” ON PAGES

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus Is: November 15, 2007

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TABLE OF CONTENTS

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Page

PROSPECTUS SUMMARY

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RISK FACTORS

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USE OF PROCEEDS

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DETERMINATION OF OFFERING PRICE

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DILUTION

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SELLING SECURITY HOLDERS

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PLAN OF DISTRIBUTION

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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DESCRIPTION OF SECURITIES

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TRANSFER AGENT

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INTERESTS OF NAMED EXPERTS AND COUNSEL

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DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES

  ACT LIABILITIES

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ORGANIZATION WITHIN THE LAST FIVE YEARS

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RELATED PARTY TRANSACTIONS

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DESCRIPTION OF BUSINESS

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MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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LEGAL PROCEEDINGS

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LEGAL MATTERS

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EXPERTS

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FINANCIAL STATEMENTS

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Unaudited financial statements for period ending 9/30/07 --

Audited financial statements for period ending 06/30/07 --

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You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. The Selling Shareholders are not making an offer to sell our common stock in any jurisdiction in which the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock.

Unless the context indicates otherwise, all references in this prospectus to “we,” “us,” and “our” and “ADT” refer to Asia Document Transition, Inc.

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PROSPECTUS SUMMARY

The following is a summary of certain information contained in this Prospectus Summary. This summary is intended only for quick reference and is not intended to be complete. Therefore, this summary is qualified in its entirety by the detailed information found in the remainder of this Prospectus. References in this prospectus to “ADT", “we”, "our" and "us" refer to Asia Document Transition, Inc and not the Selling Shareholders.

Asia Document Transition, Inc.

Corporate Background

Asia Document was incorporated on April 13, 2006, and has recently commenced operations. ADT has generated limited revenue and is still a development stage corporation. ADT’s plan of operations is to provide (a) document formatting (“Edgarizing”), and electronic filing services to companies and individuals that desire to submit filings, such as annual and quarterly reports, prospectuses, registration statements, and other documents pursuant to the federal securities laws, to the United States Securities and Exchange Commission (“SEC”), via EDGAR, the SEC's electronic data gathering analysis and retrieval system and

(b) provide virtual office services consisting of providing phone numbers, fax numbers and mail delivery addresses to local and foreign companies desirous of establishing a presence in Hong Kong.

From inception to April 26, 2004, ADT was a wholly owned subsidiary of Cell Source Research, Inc., a Delaware corporation. On April 26, 2006, ADT acquired all the issued and outstanding shares of Vast Opportunity Limited, a Hong Kong Incorporated Limited Company through the issuance of 18,850,000 Common Shares to Bernard Chan, 1,200,000 Common Shares to Kwok Keung Derek Kang, 1,100,000 Common Shares to Wing Hung Benny Ho, 1,150,000 Common Shares to Tak Kee Wong, 1,200,000 Common Shares to Sheung Wai Yim, and 1,000,000 Common Shares to Wai Hon Ken Wu. Mr. Kang, Mr. Ho, Mr. Wong, Mr. Yim and Mr. Wu are all Selling Shareholders registering their shares for resale through this registration statement.

On July 27, 2006, Cell Source Research, Inc. decided to distribute its 125,000 common shares of ADT to its 304 common shareholders of record.

Such distribution will be effected as soon as practicable subsequent to the registration of these common shares through this Registration Statement and in accordance with applicable law.   .

Our Address and Telephone

Our office address is at 10th Floor, New York House, 60 Connaught Road, Central, Hong Kong. Our telephone number is 011-852-2545-9133 and our fax number is 011-852-2851-1314. Our registered statutory office is located at 711 S. Carson Street, Suite 4, Carson City, NV, 89701. Our website is located at www.asiadoctrans.net. This website, while operational, is currently undergoing additional construction. The information contained on our website in not a part of, and should not be construed as being incorporated by reference into, this Form SB-2.                         

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THE OFFERING

Securities Being Offered	Up to 6,150,000 shares of our common stock.
Offering Price and Alternative Plan of Distribution	The offering price of the common stock is $0.10 per share. We intend to apply to the NASD Over-The-Counter Bulletin Board to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The Offering price would thus be determined thus be determined by market factors and the independent decisions of the selling shareholders.
Minimum Number of Shares to be sold in this Offering	None.
Securities Issued and to be Issued	25,000,000 shares of our common stock are issued and outstanding as of the date of this Prospectus.  Of the 6,150,000 shares of common stock to be sold under this Prospectus 6,025,000 will be sold by existing shareholders and 125,000 will be distributed to the shareholders of Cell Source Research, Inc.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the Selling Shareholders.
Risk Factors	Prospective Investors should carefully evaluate the following matters, including those under the heading “Risk Factors”.

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The following summary financial data should be read in conjunction with Management’s Discussion and Analysis or Plan of Operation and the Financial Statements and Notes thereto, included elsewhere in this Prospectus.

SUMMARY FINANCIAL INFORMATION (in US Dollars)

Balance Sheet Data

As of September30, 2007

Total Current Assets	$6,448
Total Assets	$16,089
Total Current Liabilities	$72,002
Shareholder's Equity	($55,913)

Operating Information for the period from inception (April 13, 2006) to September 30, 2007

Revenues	$21,537
Total Operating Expenses	$73,309
Net Loss per common share	($0.00)
Weighted Average number of shares outstanding		25,000,000

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RISK FACTORS

THE COMMON SHARES OFFERED ARE HIGHLY SPECULATIVE IN NATURE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS IN EVALUATING US AND OUR BUSINESS BEFORE PURCHASING ANY COMMON SHARES.  OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS. PLEASE NOTE THAT THROUGHOUT THIS PROSPECTUS, THE WORDS “WE”, “OUR” OR “US” REFER TO ASIA DOCUMENT TRANSITION, INC., AND NOT THE SELLING SHAREHOLDERS.

We have a limited operating history, which limits the information available to you to evaluate our business

ADT was formed on April 13, 2006 and commenced operations on April 26, 2006. We have incurred losses from operating activities since we began operations. Thus, we face the risks and difficulties of an early-stage company including the uncertainties of market acceptance, competition, cost increases and delays in achieving business objectives. There can be no assurance that we will succeed in addressing any or all of these risks or that we will achieve future profitability and the failure to do so would have a material adverse effect on our business, financial condition and operating results.

Our Accountants' Audit Report Indicates There Is Substantial Doubt About Our Ability to Continue as a Going Concern.

Our auditors report dated October 15, 2007 indicates there is substantial doubt as to our ability to continue as a going concern. We do not anticipate seeking funding. In the event that we cannot generate sufficient revenue we may be forced to cease operations. Therefore, shareholders are accepting a high probability of losing their entire investment.

Low Barriers to Entry

The barriers to entry into our industry are very low and can result in continued competitive pressures, thereby having a potentially adverse effect on our financial performance.

We Depend Highly on Bernard Chan, Our CEO, President, Secretary, Treasurer, Principal Financial Officer and Sole Director, Who Is Difficult To Replace. The Loss of Mr. Chan May Result in the Ceasing of Operations, and Investors May Lose Their Entire Investments.

We have only one director, Bernard Chan, who is also our CEO, President, Secretary, Treasurer, and Principal Financial Officer. Mr. Chan devotes approximately 20% of his time per week to our business. Our intended plan of operations is dependent upon the continuing support and expertise of Mr. Chan. Loss of Mr. Chan could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investors' investments.

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Our Sole Director, Bernard Chan, Has Significant Control Over Stockholder Matters, Which Will Restrict the Ability of Minority Stockholders to Influence Our Activities.

Our sole director, Bernard Chan, holds 18,850,000 Common Shares, representing 75.4% of our shares outstanding as of October 24, 2006 which gives him voting control over all matters submitted to a vote of the holders of common stock, including the election of directors, amendments to our certificate of incorporation and approval of significant corporate transactions.

Because there is no liquidity and no established public market for our common stock, it may prove impossible to sell your shares.

There is presently no public market in our shares. While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale. Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, it may prove impossible to sell your shares.

Risks of Low-priced Stocks; Penny Stock Regulations. Until such time, if any, that the Company's securities are listed on the Nasdaq SmallCap(R) Market or a registered U.S. securities exchange, they will be subject to The Securities and Exchange Commission’s “Penny Stock” Rules.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

- That a broker or dealer approve a person's account for transactions in penny stocks; and

- The broker or dealer, receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

- Obtain financial information and investment experience objectives of the person; and

- Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

- Sets forth the basis on which the broker or dealer made the suitability determination; and

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- That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The Selling Shareholders Are Offering 6,150,000 Shares Of Our Common Stock Through This Prospectus And The Sale Of These Shares Could Cause The Price Of Our Common Stock To Decline.

Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this Prospectus represent approximately 24.6 % of the common shares outstanding as of the date of this Prospectus.  There can be no assurance that a regular trading market will develop or that if developed will be sustained. An investor may be unable to liquidate his investment in the absence of a trading market.

No Common Stock Dividends Anticipated

The Company has not declared or paid, and does not anticipate declaring or paying in the foreseeable future, any cash dividends. The Company's ability to pay dividends is dependent upon, among other things, future earnings, the operating and financial condition of the Company, its capital requirements, general business conditions and other pertinent factors, and is subject to the discretion of the Board of Directors.  

You May Not Recoup Your Investment In Our Shares From This Offering

Should Loans Made By Mr. Chan To ADT Not be Satisfied Before Liquidation. As a Creditor, He Will Be Entitled To The Proceeds from Liquidation of ADT's Assets Before Shareholders.

In the event that current and probable future loans made by ADT's sole director, Bernard Chan, are not satisfied, he will have priority over shareholders, as a creditor, in any distribution of assets in liquidation. As a result of this, investors in this offering may not be able to recoup all, or any, of their investment should ADT elect to liquidate.

Shares Eligible for Future Sale

All of the presently issued and outstanding shares of Common Stock are "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act.  Rule 144 governs resale of such restricted securities for the account of any person (other than an issuer), and restricted and unrestricted securities for the account of an "affiliate" of the issuer. Restricted securities generally include any securities acquired directly or indirectly from an issuer of its affiliates, which were not issued or sold in connection with a public offering registered under the Securities Act.  An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common control with, the issuer.  Affiliates of the Company may include its directors, executive officers and persons directly or indirectly owning 10% or more of the outstanding Common Stock.  Under Rule 144 unregistered resale of

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restricted Common Stock cannot be made until it has been held for one year from the later of its acquisition from the Company or an affiliate of the Company.  Thereafter, shares of Common Stock may be resold without registration subject to Rule 144's volume limitation, aggregation, broker transaction, notice filing requirements, and requirements concerning publicly available information about the Company (the "Applicable Requirements").  Resales by the Company's affiliates of restricted and unrestricted Common Stock are subject to the Applicable Requirements. The volume limitations provide that a person (or persons who must aggregate their sales) cannot, within any three-month period, sell more than the greater of (i) one percent of the then outstanding shares, or (ii) the average weekly reported trading volume during the four calendar weeks preceding each such sale. A person who is not deemed an "affiliate" ; of the Company and who has beneficially owned shares for at least one year would be entitled to sell such shares under Rule 144 without regard to the Applicable Requirements.  If a broad public market develops for the Company's Common Stock, the Company is unable to predict the effect that sales made under Rule 144 or other sales may have on the then prevailing market price of the Common Stock.

Currently, 18,850,000 Restricted Common shares owned by Bernard Chan  became eligible for resale pursuant to 144 on May 1, 2007. All other Common Shares currently outstanding are being registered through this Registration Statement.

Risks Associated with Forward-looking Statements

This Prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") although such forward-looking statements included herein will not be subject to the safe harbors for such statements under such sections.  The Company's forward-looking statements include the plans and objectives of management for future operations, including plans and objectives relating to the Company's planned expansion and future economic performance of the Company.  

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties.  Such forward-looking statements are based on assumptions that the Company will meet its business objectives and that there will be no material adverse change in the Company's operations or business or in governmental regulations affecting the Company or its suppliers. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control.  Accordingly, although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized.  In addition, as disclosed elsewhere in the "Risk Factors" section of this Prospectus, there are a number of other risks inherent in the Company's business and operations which could cause the Company's operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements.  Growth in absolute and relative amounts of cost of goods sold and selling, general and administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by

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the forward-looking statements.  Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause the Company to alter its marketing, capital investment and other expenditures, which may also materially adversely affect the Company's results of operations.  In light of significant uncertainties inherent in the forward-looking information included in this Prospectus, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company's objectives or plans will be achieved.  See "Management's Discussion and Analysis," and "Business."

USE OF PROCEEDS

ADT will not receive any proceeds from this offering.

DETERMINATION OF OFFERING PRICE

There is no established public market for the shares of common stock being registered. As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares.

DILUTION

You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.

Public offering price per share of common stock.................. $0.10

Net tangible book value per share prior to offering.............. $0     

Net tangible book value per share after offering................. $0

Dilution per share to new investors.............................. $0.10

Percentage dilution..............................................  %100

The price paid by Bernard Chan, our sole affiliate, was solely his agreement to assume the positions of Director, CEO, President, principal financial officer, secretary and treasurer of ADT.

SELLING SECURITY HOLDERS

The following table sets forth the names of the Selling Shareholders, the number of shares of common stock beneficially owned by the Selling Shareholders and the number of shares of common stock, which may be offered for sale pursuant to this prospectus by the particular selling stockholder. The offered shares of common stock may be offered from time to time by each of the Selling Shareholders named below. However, the Selling Shareholders are under no obligation to sell all or any portion of the shares of common stock offered, nor are the Selling Shareholders obligated to sell any shares of common stock immediately under this prospectus. Particular Selling Shareholders may not have a preset intention of selling their shares and may offer less than the number of shares indicated. Because the Selling Shareholders may sell all or part of the shares of common stock offered hereby, no estimate can be given as to the number of shares of common stock that will be held by the Selling Shareholders upon termination of any offering made hereby.

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Name of Selling Shareholder	Shares of Common Stock owned prior to Offering	Percent of Common Stock Owned Prior to offering	Shares of Common Stock to be Sold*	Shares of Common Stock Owned After Offering
Kwok Keung Derek Kang	1,200,000	4.8%	1,200,000	0
Wing Hung Benny Ho	1,100,000	4.4%	1,100,000	0
Sheung Wai Yim	1,200,000	4.8%	1,200,000	0
Tak Kee Wong	1,150,000	4.6%	1,150,000	0
Wai Hon Ken Wu	1,000,000	4%	1,000,000	0
V3 Consulting, Inc.	187,500	***	187,500	0
Bombardier Pacific Ventures	187,500	***	187,500	0
Cell Source Research, Inc.**	125,000	***	125,000	0

*Assumes that all of the shares of common stock offered in this Prospectus are sold and no other shares of common stock are sold or issued during the offering period.

** To be distributed to Cell Source Research, Inc.’s common shareholders

*** Less than one percent

None of the selling shareholders:

(1) Has had a material relationship with us other than as a shareholder at any time within the past three years, except Kwok Keung Derek Wang, who was the sole shareholder of Vast Opportunity Limited.

(2) Has ever been one of our officers or directors; or

(3) Are broker-dealers or are affiliated with broker-dealers.

PLAN OF DISTRIBUTION

The shares of common stock held by the Selling Shareholders stock will be offered solely by the selling shareholders. No underwriters are participating in this offering.

Neither ADT nor any of the Selling Shareholders has employed an underwriter for the sale of shares by the Selling Shareholders.

REGARDING ALL SELLING SHAREHOLDERS BUT CELL SOURCE, RESEARCH, INC:

The shares may be sold or distributed from time to time by the selling shareholders, directly to one or more purchasers or through brokers or dealers who act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which my be changed.  The distribution of the shares may be effected in one or more of the following methods:

(1) On such public markets or exchanges as the common stock may from time to time be trading;

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(2) In privately negotiated transactions;

(3) Through the writing of options on the common stock;

(4) In short sales or long; or

(5) In any combination of these methods of distribution.

Although we intend to apply for trading of our common stock on the NASD Over-The-Counter Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

(6) The market price of our common stock prevailing at the time of sale;

(7) A price related to such prevailing market price of our common stock; or

(8) Such other price as the selling shareholders determine from time to time.

(9) The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent, may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. If applicable, the selling shareholders may distribute shares to one or more entities, who are unaffiliated with us. Such entities may, in turn, distribute such shares as described above.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.  The estimated costs of the offering borne by the company for legal and accounting fees are $15,000.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.

REGARDING CELL SOURCE RESEARCH, INC:

As soon as practicable after this Registration Statement is declared effective by the US Securities and Exchange Commission, Cell Source Research, Inc. plans to distribute all of its common shares of ADT to its 304 shareholders (“Cell Source Shareholders”)The following information is applicable to the Cell Source Shareholders.

Distributing Company	Cell Source Research, Inc.
Property to be Distributed	6,025,000 common shares of Asia Document Transition, Inc
Record Date	To be fixed at a meeting of the Board of Directors of Cell Source Research, Inc. to be not  more than 60 days prior to such act in accordance with the Delaware General Corporation Law.
Distribution Date	As soon as practicable in accordance with applicable law.
Distribution Ratio	1 Common Share of Asia Document Transition, Inc for every --- shares of Cell Source Research, Inc. common stock held as of the Record Date.
Distribution Agent/Transfer Agent	Colonial Stock Transfer
Federal Income Tax Consequences	While Asia Document Transition Inc. does not believe this Distribution will result in a taxable event to the Distributees, no assurance can be given that this will be true as to all or any Distributees. You are advised to consult your own tax advisor as to the specific tax   consequences of the Distribution
Relationship with Cell Source Research Inc. subsequent to the distribution	None

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under the "Prospectus Summary," "Risk

Factors," "Management Discussion and Analysis or Plan of Operation,"

"Business" and elsewhere in this prospectus constitute forward-looking statements. The "safe harbor" for forward-looking statements does not apply to this offering since it is an initial public offering of our securities. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

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In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intend", "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.

DIRECTORS AND EXECUTIVE OFFICERS

The following is information regarding our sole executive officer and director as of October 22, 2007.There are no other persons nominated or chosen to become directors or executive officers nor do we have any employees other than above.

Name	Age	Position
Bernard Chan	43	CEO, President, Secretary, Principal Financial Officer, Treasurer and Director

Bernard Chan- CEO, President, Secretary, Principal Financial Officer, Treasurer and Director

Mr. Chan has served as our CEO, President, Secretary, Principal Financial Officer, Treasurer and Director since May 10, 2006.

From July 1, 2006 to the December 31, 2006, Mr. Chan has served as Chief Financial officer of Asia Payment Systems, Inc., a publicly traded Asia focus corporation, which provides processing services for payment cards and loyalty cards.

From April 2003 to February 2006, Mr. Chan served as Chief Financial Officer of China World Trade Corp, a publicly traded China based corporation, which provides travel related services and value added business services as well as operating business centers and clubs throughout the major cities of China.

From April 2004 to the Present, Mr. Chan serves as Executive Director of Xelex Inc, a financial advisory firm based in Hong Kong.

From May 2002 to Mar 2004 Mr. Chan served as President of Xelex, Inc.

Mr. Chan is a Registered Investment Advisor, registered with the Securities and Futures Commission of Hong Kong, under the laws of Hong Kong Special Administrative Region. Mr. Chan earned his Master of Business

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Administration Degree in International Management and Investment Finance, Master of Science Degree in Applied Econometrics, and Bachelor of Business Administration Degree in Investment Finance, from the University of Hawaii.

During the past five years, no officer, director or control person of Asia Document Transition, Inc. has:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Term of Office

Our Directors are appointed to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board or until they resign.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of October 22, 2007, of each officer or director of the Company, by each person or firm who owns more than 5% of the Company's outstanding shares and by all officers and directors of the Company as a group.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common	Bernard Chan	(a) 18,850,000	75.4%

(a)Mr. Chan is CEO, President, Secretary, Principal Financial Officer, Treasurer and Sole Director of ADT.

DESCRIPTION OF SECURITIES

The following statements are qualified in their entirety by reference to the detailed provisions of our Certificate of Incorporation and Bylaws. The shares registered pursuant to the registration statement of which this prospectus is a part are shares of common stock, all of the same class and entitled to the same rights and privileges as all other shares of common stock.

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Common Stock

Pursuant to our Certificate of Incorporation, we are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. As of October22, 2007, 25,000,000 shares of common stock were issued and outstanding.

The holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Upon liquidation, dissolution or winding-up of the company, the holders of our common stock are entitled to share ratably in all assets of the company that are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.

We do not presently have any options or warrants authorized or any securities that may be convertible into common stock.

Dividend Policy

The holders of our common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds on a pro-rata basis. The company, however, has not declared or paid dividends on its common stock and the current policy of our board of directors is to retain earnings, if any, for the operation and expansion of the company.

TRANSFER AGENT

The transfer agent for our common stock is Colonial Stock Transfer. Colonial Stock Transfer’s address is 66 Exchange Place, Salt Lake City, UT 84111 and telephone number is 801-355-5740.

We will be subject to the State of Nevada's business combination statute. In general, the statute prohibits a publicly held Nevada corporation from engaging in a business combination with a person who is an interested shareholder for a period of three years after the date of the transaction in which that person became an interested shareholder, unless the business combination is approved in a prescribed manner. A business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested shareholder. An interested shareholder is a person who, together with affiliates, owns, or, within three years prior to the proposed business combination, did own 15% or more of our voting stock. The statute could prohibit or delay mergers or other takeovers or change in control attempts and accordingly, may discourage attempts to acquire our Company.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No named expert or counsel, namely Joseph Pittera (Legal Counsel) or Moore & Associates Chartered Accountants and Advisors (independent accountant), was hired on a contingent basis, will receive a direct or indirect interest in ADT, or was a promoter, underwriter, voting trustee, director, officer, or employee, of ADT.                      

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT

LIABILITIES

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Our Articles of Incorporation, as amended, provide that the Board of Directors has the power to:

- Indemnify our directors, officers, employees and agents to the fullest extent permitted by the General Corporation Law of Nevada;

- Authorize payment of expenses incurred in defending a civil or criminal action; and

- Purchase and maintain insurance on behalf of any director, officer, employee or agent.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, a amended ("Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

ORGANIZATION WITHIN THE LAST FIVE YEARS

ADT was incorporated on April 13, 2006. On April 26, 2006 ADT acquired all of the issued and outstanding shares of Vast Opportunity Limited, a Hong Kong Incorporated Limited Company through the issuance of 18,850,000 Common Shares to Bernard Chan, 1,200,000 Common Shares to Kwok Keung Derek Kang, 1,100,000 Common Shares to Wing Hung Benny Ho, 1,150,000 Common Shares to Tak Kee Wong, 1,200,000 Common Shares to Sheung Wai Yim, and 1,000,000 Common Shares to Wai Hon Ken Wu. Mr. Kang, Mr. Ho, Mr. Wong, Mr. Yim and Mr. Wu are all Selling Shareholders registering their shares for resale through this registration statement.

On July 27, 2006, Cell Source Research, Inc. decided to distribute its 125,000 common shares of ADT to its 304 shareholders of record.

Such distribution will be effected as soon as possible subsequent to the registration of these common shares and in accordance with the Delaware General Corporation Law.

RELATED PARTY TRANSACTIONS

Since inception, the following transactions were entered into with our sole officer and director, Bernard Chan:

$ 97,211was lent to the Company by Bernard Chan. Minor administrative costs for the Company have been, and will in all likelihood continue to be, borne by Mr. Chan until such time as such costs may be paid out of the Company’s cash flow.

DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

ADT Enterprises, Inc. was recently incorporated under the laws of the State of Nevada on April 13, 2006, 2006. On April 26, 2006, ADT acquired all of the issued and outstanding shares of Vast Opportunity Limited, a Hong Kong Incorporated Limited Company through the issuance of 18,850,000 Common Shares to Bernard Chan, 1,200,000 Common Shares to Kwok Keung Derek Kang, 1,100,000 Common Shares to Wing Hung Benny Ho, 1,150,000 Common Shares to

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Tak Kee Wong, 1,200,000 Common Shares to Sheung Wai Yim, and 1,000,000 Common Shares to Wai Hon Ken Wu. Mr. Kang, Mr. Ho, Mr. Wong, Mr. Yim and Mr. Wu are all Selling Shareholders registering their shares for resale through this registration statement. On May 10, Bernard Chan was appointed CEO, President, principal financial officer, Secretary, treasurer and sole director.

On July 27, 2006, Cell Source Research, Inc. decided to distribute its 125,000 common shares of ADT to its 304 shareholders of record.

Such distribution will be effected as soon as possible subsequent to the registration of these common shares. Cell Source Research, Inc. is a selling Shareholder registering its shares through this registration statement.

To date, ADT has generated minimal revenue and is a development stage corporation.

Our office address is at 10th Floor, New York House, 60 Connaught Road, Central, in the commercial center of Hong Kong of approximately 100 square meters.  We lease the premises under a two-year term lease, expiring in 2008.  We believe that additional facilities may be needed to accommodate our future expansion plans. The telephone number of our principal executive office is 011852011-852-2545-9133and our fax number is 011-852-2851-1314. Our website is located at http://www.asiadoctrans.net. This website is currently under construction. The information contained on our website in not a part of, and should not be construed as being incorporated by reference into, this Form S-B2.

PRINCIPAL SERVICES

Our plan of operations is to

(a) provide document formatting and electronic filing services for companies and individuals that desire to submit filings, such as reports, prospectuses, registration statements, and other documents pursuant to the federal securities laws, to the United States Securities and Exchange Commission (“SEC”) via the SEC's Electronic Data Gathering Analysis and Retrieval system, (“EDGAR”) and

(b) provide “virtual office” services consisting of providing phone numbers, fax numbers and mail delivery addresses to local and foreign companies desirous of establishing  a presence in Hong Kong.

DOCUMENT FORMATTING SERVICES:

The SEC requires participants or their agents to file most disclosure information in an electronic format through Edgar rather than by paper filing. This electronic format is generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette. In essence, Edgar allows companies and individuals to file, and the public to retrieve, disclosure information electronically, primarily through the SEC's Edgar archive website found at http://www.SEC.gov. We convert SEC forms and exhibit documents in standard word processing and other computer formats to the Edgar format, and assembles these documents on behalf of our clients for electronic filing with the SEC.

We are a full-service Edgar filing service provider that files

Edgar reports on behalf of public companies and certain individuals.

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We offer Edgar filing services utilizing HTML filing format. Our services include creating EDGAR access accounts for our clients, making a client's SEC required filings "Edgar-ready", editing client changes, and transmitting filing documents utilizing the Edgar system.

Our turnaround time for text and word processing based files is expected to be 36 hours for documents submitted to us by e-mail, diskette or any other digital format, and 72 hours for hard copy or hand-keyed documents.

We currently charge fees based upon the number of pages being filed, the number of tables required, such as in financial statements, in a document, the deadlines imposed by the filer and the amount of editing required.

Most documents will be delivered to us from our clients e-mail. For an additional charge, we will also provide typing and data entry services for documents delivered to using paper format. We do not provide any form of legal or accounting advice or editing services beyond corrections explicitly requested by our clients.

VIRTUAL OFFICE SERVICES:

We currently provide Virtual office services intended to allow local and foreign companies to establish a presence in Hong Kong at minimum cost.  Each client is assigned a dedicated phone number, a fax number and mail address.  The phone number can be forwarded to a number assigned by the client, or be answered by a well-trained individual who takes care of the communication for the client.  We also provide Internet access (we have wireless broadband internet access in our office which can be accessed by clients utilizing wireless capable laptops which they provide) and a temporary meeting room, consisting of 10 square meters of space, for our clients.  Advanced booking is required for use of the meeting room and /or Internet access for which the client will incur an additional charge on an as-needed basis. These services started generating revenue in 2006 and a monthly fixed fee is charged for each account based on the level of services chos en by each individual client. These services are provided on a month-to-month basis with fees are paid in advance of the month in which these services are to be provided.

Our virtual office service packages are broken up into three categories for client’s to choose from:

A) BASIC PACKAGE: MAILING ADDRESS ONLY

B) DUAL PACKAGE: PHONE AND FAX NUMBERS ONLY

C) PREMIUM PACKAGE: MAILING ADDRESS; PHONE AND FAX NUMBERS

Prices of these packages are on a case-by-case basis and vary according to negotiation, term, volume and usage.

MARKET

DOCUMENT FORMATTING SERVICES:

At a minimum, each public company subject to the informational requirements of the Securities and Exchange Act of 1934, as amended, must file, through the SEC's Edgar system, an annual report on form 10-K or form 10-KSB and three quarterly reports on form 10-Q or form 10-QSB. Many companies are required to make substantially more filings through EDGAR, such as filings related to registration statements, reorganizations, mergers and acquisitions, material events of importance to security holders and a variety of other filings required by the federal securities laws. In

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addition, officers and directors of public companies subject to the informational requirements of the Securities and Exchange Act of 1934, as amended, as well as large and/or influential stockholders are required to make filings on initial shareholdings as well as changes in their status as shareholders with those companies.

We hope to capture a portion of the electronic filings made by companies and certain other entities in this market by providing what we feel to be exceptional service at competitive prices.

We provide Edgar filing services primarily to small public corporations traded on the over-the-counter market and certain individuals by marketing our services to these groups directly or through legal and accounting firms specializing in securities practices.

VIRTUAL OFFICE SERVICES:

The market for our virtual office services primarily consists of business entities seeking a cost effective long term or short-term presence in Hong Kong

DISTRIBUTION METHODS OF SERVICES

DOCUMENT FORMATTING SERVICES

We currently market our Edgar filing services primarily through our web site. Our website can be found at http://www.asiadoctrans.net. This website is currently under construction. The information contained on our website in not a part of, and should not be construed as being incorporated by reference into, this Form S-B2.

To date, we have provided services to one customer. To build our customer base, we plan to implement a regular campaign of direct mail to publicly held companies as well as legal and accounting firms specializing in securities practices. Additionally, we intend to further enhance our website and engage in a regular campaign of e-mail marketing.

Initially, we are focusing on targeting smaller public companies that are not large enough to require a full-time or even part-time employee to handle their filings and who would thereby benefit from outsourcing such services to us. As we grow, hire and train additional personnel and can benefit from certain economies of scale, we will seek to target larger companies for the purposes of replacing their in-house Edgar filing staff.

Because of the nature of our business and the improvements in technology, we do not foresee geographical barriers to our market. Most of our business can be managed by mail, fax or e-mail and does not require travel.

We do not believe that we will be greatly affected by seasonal factors. However, many companies file reports on a calendar year-end basis. As a result, we believe that a greater percentage of our business will occur around the deadlines set forth by the SEC for companies filing on a calendar year-end basis. Such deadlines are forty-five days after the end of each calendar quarter, and ninety-days calendar year-end.

VIRTUAL OFFICE SERVICES:

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We currently engage in no marketing efforts in regards to our Virtual Office Service. To date, all clients for our Virtual Office Services have been obtained through referral. We currently have provided these services to four clients.

We intend to initially market these services through distribution of pamphlets at local business functions and through Internet banner ads.

We intend to target business entities seeking a cost effective long term or short-term presence in Hong Kong.

We do not believe that we will be greatly affected by seasonal factors.

COMPETETIVE BUSINESS CONDITIONS, OUR COMPETITIVE POSITION IN THE INDUSTRY, OUR METHODS OF COMPETITION

The current marketplace of established Edgar filing service providers is highly fragmented, with many Edgar filing service providers located throughout the country. A majority of our competition comes from law firms and outside Edgar filing service providers who have substantially greater experience, financial and other resources than we do. There is no assurance that we will be able to respond favorably to competitive pressures from these competitors. We may also face additional competition in the future as new technologies increase the simplicity at which filings can be made, thereby making it more difficult for us to achieve cost savings and other benefits for our existing clients and potential customers. The barriers to entry into our industry are very low and can result in continued competitive pressures, thereby having a potentially adverse effect on our financial performance.

Many filers file disclosure reports, prospectuses, registration statements, and other documents with the SEC without utilizing the services of an outside Edgar filing service provider. We compete in this segment of the market by offering savings in cost, time and logistics to such companies.

Other filers utilize the services of law firms or outside Edgar filing service providers who provide services similar to ours. We compete in this segment of the market by providing exceptional service, fast turnaround, and at competitive prices.

The current marketplace of providers of virtual office services is highly fragmented. Our competition consists of major local real estate developers and international business center operators. There is no assurance that we will be able to respond favorably to competitive pressures from these competitors. The barriers to entry into our industry are very low and can result in continued competitive pressures, thereby having a potentially adverse effect on our financial performance.

We feel we will be able to compete effectively due to our pricing flexibility. We feel we have the ability to negotiate pricing on a case-by-case basis as opposed to our larger competitors who operate according to a rigid pricing schedule.  

SOURCES AND AVAILABILITY OF RAW MATERIALS

We are in the service business, and thus we do not use raw materials or have any significant suppliers.

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DEPENDENCE ON MAJOR CUSTOMERS

As of the date of this prospectus, we have provided Edgarizing services to one customer and Virtual Office Services to four customers. We do not anticipate major dependence on this, or any one, customer.

INTELLECTUAL PROPERTY

We do not have any trademarks, patents, licenses, royalty agreements, or other proprietary interest. We own the domain name, www.asiadoctrans.net.

GOVERNMENT REGULATION

Other than maintaining our good standing in the State of Nevada, complying with applicable local business licensing requirements, complying with all state and federal tax requirements, preparing our periodic reports under the Securities Exchange Act of 1934, as amended, and complying with other applicable securities laws, rules and regulations, we do not believe that existing or probable governmental regulations will have a material effect on our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than initial website development of www.asiadoctrans.net, we have not undergone any research and development activity since inception. We do not plan, nor do we anticipate the need for, any research and development activity over the next twelve months.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We have not since inception, and do not anticipate, incurring any costs in relation to compliance with Federal, State or local environmental laws.

We do not anticipate current or probable Federal, State or local environmental laws having a material effect on our operations or business prospects.

EMPLOYEES

As of the date of this prospectus, we have one part-time Employee, Mr. Bernard Chan and one full-time employee. From time-to-time, we will employ additional independent contractors to support our development, technical, marketing, sales, support and administrative organizations and may hire additional part time and full time personnel. We do not believe that competition for qualified personnel in the industry in which we compete is intense due to the abundance of individuals with the ability to write in HTML, and we feel that, if required, we will be able to attract, hire or acquire, train and retain qualified employees.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to security holders. However, we intend to voluntarily send an annual report to security holders upon request and this annual report will include audited financial statements.

This prospectus and exhibits will be contained in a Form SB-2 registration statement that will be filed with the Securities and Exchange Commission.

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We will become subject to the informational reporting requirements of the securities and exchange Act of 1934, as amended, after this prospectus has been declared effective by the Securities and Exchange Commission (“SEC”). The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE Washington DC 20549. The public may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The public may also access our reports to the SEC through the SEC’s website which is www.sec.gov. This website site contains reports, proxy and information statements, and other information regarding issuers that file with the SEC.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with

ADT's audited financial statements, including the notes thereto, appearing elsewhere in this prospectus.

History and Organization

ADT Enterprises, Inc. was organized on April 13, 2006 under the laws of the State of Nevada, and has just recently commenced operations. On April 26, 2006, ADT acquired all of the issued and outstanding shares of Vast Opportunity Limited, a Hong Kong Incorporated Limited Company through the issuance of 18,850,000 Common Shares to Bernard Chan, 1,200,000 Common Shares to Kwok Keung Derek Kang, 1,100,000 Common Shares to Wing Hung Benny Ho, 1,150,000 Common Shares to Tak Kee Wong, 1,200,000 Common Shares to Sheung Wai Yim, and 1,000,000 Common Shares to Wai Hon Ken Wu. Mr. Kang, Mr. Ho, Mr. Wong, Mr. Yim and Mr. Wu are all Selling Shareholders registering their shares for resale through this registration statement. On May 10, Bernard Chan was appointed CEO, President, principal financial officer, Secretary, treasurer and sole director.

On July 27, 2006, Cell Source Research, Inc. decided to distribute its 125,000 common shares of ADT to its 304 shareholders of record.

Such distribution will be effected as soon as practicable n accordance with applicable law subsequent to the registration of these common shares. To date, ADT has generated minimal revenue and is a development stage corporation.

ADT is in the business of providing document formatting and electronic filing services for companies and individuals that desire to submit filings, such as reports, prospectuses, registration statements, and other documents pursuant to the federal securities laws, to the SEC, via the SEC's Edgar system.

Plan of Operations

Our plan of operations is to (a) market and provide high quality Edgar filing services primarily to small public corporations traded on the over-the-counter market and certain individuals by marketing our services to these groups directly or through legal and accounting firms specializing in securities practices and to provide and (b) provide virtual office services consisting of providing phone numbers, fax numbers and mail delivery addresses to local and foreign companies desirous of establishing  a presence in Hong Kong.

To do this, we will, over the next twelve months in regards to our Edgarizing services, carry out an aggressive targeted marketing campaign

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consisting of mailings to small publicly held corporations traded on the over-the-counter markets and, over the next twelve months in regards to our Virtual Office services, market these services through distribution of pamphlets at local business functions and through Internet banner ads.

As we build a client base over the next twelve months, we plan to hire employees and independent contractors, according to our workload requirements, to assist us in providing the Edgar filing services to our clients. As of the date of this prospectus, we have not had any preliminary contact or discussions with and there are no present plans, proposal, arrangements or understandings with any independent contractor or employee.

As of June 30, 2007, we have cash and cash equivalents equaling $5,349. We do not feel that this will be sufficient to satisfy our cash requirements over the next twelve months unless income from operations becomes such that we are able to generate enough cash to satisfy our cash needs.

In the event that additional cash must be raised in order to satisfy our cash requirements over the next twelve months, we intend to depend on loans from and/or sale of equity securities to Bernard Chan, our sole Officer and Director. We also may attempt to sell common shares to, or borrow money from, others in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. We can grant no assurance that, in the event that additional funds are required, the abovementioned loans or sales of common shares will occur on terms favorable to us, if at all.

Off Balance Sheet Arrangements

We are not currently party to any Off Balance Sheet arrangements.

Description of Properties

We have our corporate headquarters in the 10th Floor, New York House, 60 Connaught Road, Central, in the commercial center of Hong Kong.

We lease these facilities, which are approximately 100 square meters, under an operating lease commencing May 28, 2006 and expiring May 28, 2008.

Pursuant to the lease, we are obligated to pay monthly rent of 12,210 Hong Kong Dollars as well as a management fee of 3,744 Hong Kong Dollars.

Minimum lease commitments per calendar year at June 30, 2006 are summarized as follows:

                  2006-----------------------------    $  63,816

                  2007-----------------------------      187,128

                  2008-----------------------------       77,970

Certain Relationships and Related Transactions

ADT has not, since inception, entered into any transaction or series of transactions exceeding $60,000 with any director or executive officer, any holder of in excess of 5% of our common shares outstanding, or any immediate family members of either of any director or executive officer or any holder of in excess of 5% of our common shares outstanding

Market for Common Equity and Related Stockholder Matters

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(a) There has never been and there currently is no public market for our securities. We anticipate applying for trading of our common stock on the over the counter bulletin board (OTC BB), however, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize

(b) Holders. As of October 22, 2007 there were 9 holders of our common stock. It is anticipated that, subsequent to the distribution by Cell Source Research, Inc. of 125,000 common shares of ADT owned by it to its common shareholders, there will be approximately 314 holders of our common stock.

(c) Dividends. No dividends were paid during the period from inception to June 30, 2007. We do not expect to declare dividends for the immediate future.

Executive Compensation

We have made no provisions for cash compensation to our executive officer and director. No salaries are being paid at the present time, and will not be paid unless and until there is available cash flow from operations to pay salaries. There were no grants of options or SAR grants given to any of our executive officers during the period from inception to June 30, 2007.

We do not presently have a stock option plan. Currently, we do not anticipate creating a stock option plan.

Employment Agreements

We have not entered into any employment agreements with our sole employee.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. To our knowledge, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or affiliate of us or owner of record or beneficially of more than five percent of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding.

LEGAL MATTERS

The validity of the shares offered under this prospectus is being passed upon for us by Joseph L. Pittera, Esq.

EXPERTS

The financial statements of ADT for the period from April 13, 2006 (Inception) to June 30, 2007 included in this prospectus have been examined by Moore & Associates Chartered Accountants and Advisors, independent certified public accountants, as indicated in their report, and are included in this prospectus in reliance on the report given upon the authority of that firm as experts in accounting and auditing.

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FINANCIAL STATEMENTS

ASIA DOCUMENT TRANSITION, INC.
Consolidated Balance Sheet
(A Development Stage Company)
		July 01, 2007 To September 30, 2007 (Unaudited)
ASSETS
	For the Three-month
		Period ended
		September 30, 2007	September 30, 2006
CURRENT ASSETS
Cash and cash equivalents		$            1,832	$            3,570
Prepaid expenses		4,616	2,363
Total Current Assets		6,448	5,933
PROPERTY AND EQUIPMENT, net		2,940	42,252
OTHER ASSETS
Deposits		6,701	13,151
TOTAL ASSETS		16,089	61,336
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$                 -	$                 -
Other payable		256	-
Related party notes payables		71,746	80,349
Total Current Liabilities		72,002	80,349
NON-CURRENT LIABILITIES		-	-
TOTAL LIABILITIES		72,002	80,349
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 100,000,000 shares authorized, 25,000,000 shares issued and outstanding		25,000	25,000
Additional paid-in capital (deficit)		(21,000)	(21,000)
Deficit accumulated during the development stage		(59,913)	(23,013)
Total Stockholders' Equity (Deficit)		(55,913)	(19,013)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUIT (DEFICIT)		$           16,089	$           61,336
		-	-
The accompanying notes are an integral part of the financial statements.

ASIA DOCUMENT TRANSITION, INC.
Consolidated Statements of Operations (A Development Stage Company)
July 1, 2007 to September 30, 2007
	(Unaudited)
	For the 3-month period ended September 30,2007	For the 3-month period ended September 30,2006	From Inception April 13, 2006 to September 30, 2007 (Cumulative)
SALES	$            4,551	$            2,469	$           21,537
COST OF SALES	-	-	500
Gross Profit:	$            4,551	$            2,469	$           21,037
EXPENSES
Depreciation Expenses	$            1,662	$            1,058	$            7,620
Selling, General and Administrative Expenses	14,814	16,426	65,689
Total Expenses	16,476	17,484	73,309
LOSS FROM OPERATIONS	(11,925)	(15,015)	(52,272)
OTHER INCOME (EXPENSES)
Interest expense	-	-	-
Loss on disposal of property and equipment	(7,640)	-	(7,640)
Net Loss	(19,565)	(15,015)	(59,912)
PER SHARE DATA:
Basic loss per common share	$             (0.00)	$             (0.00)
Weighted Average Common Shares Outstanding	25,000,000	20,902,242
The accompanying notes are an integral part of the financial statements.

ASIA DOCUMENT TRANSITION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
July 1, 2007 to September 30, 2007 (Unaudited)
	For the 3-month period ended September 30,2007	April 13, 2006 (inception) to September 30, 2006	April 13, 2006 (inception) to September 30, 2007
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss                                                                                                                                                          & nbsp;	$       (19,566)	$       (23,013)	$       (59,913)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Stock issued for services	-	4,000	4,000
Loss on disposal of property and equipment	7,640		7,640
Depreciation Expense	1,663		7,621
Increase in Pre-payment and deposit	(1,378)	(14,456)	(17,767)
Increase in other payables	256		256
Net Cash provided by (used in) Operating Activities	$       (11,385)	$       (33,469)	$       (58,163)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	-	(43,310)	(45,084)
Disposal of property and equipment	33,333	-	33,333
Net Cash provided by (used in) Investing activities	$        33,333	$       (43,310)	$       (11,751)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from (repayment to) related parties	(25,465)	80,349	71,746
Net Cash provided by (used in) Financing Activities	$       (25,465)	$        80,349	$        71,746
NET INCREASE (DECREASE) IN CASH	(3,517)	3,570	1,832
Cash beginning of period	5,349	-	-
Cash end of period	$          1,832	$          3,570	$          1,832

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Asia Document Transition, Inc. (the “Company”) was incorporated in the State of Nevada on April 13, 2006. The Company is in the business of (a) providing services consisting of converting documents from word processing format to HTML in order that they may be filed with the U.S.  Securities and Exchange Commission ("SEC") electronically through EDGAR, the SEC's Electronic Data Gathering, Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within  Hong Kong . The Company has been in the development stage since formation on April 13, 2006 and has only generated minimal revenue to date.

On April 26, 2006, the Company acquired all of the issued and outstanding shares of Vast Opportunity Limited, (VOL) a Hong Kong incorporated limited company, through the issuance of 24,500,000 common shares to the shareholders of VOL. VOL has been since its inception, a corporation with minimal operations.  As of the date of the acquisition, V OL had assets of $374 and total liabilities of $1,302.  The acquisition resulted in the shareholders of VOL becoming the controlling shareholders of the Company, accordingly the transaction was recorded as a recapitalization of VOL.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a June 30 fiscal year-end. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary VOL.

B. Revenue Recognition

Revenues from document formatting and Virtual Office Services are recognized at the time the services have been provided to the customer.

C.   Basic Earnings (Loss) Per Share

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.  Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

28

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

D.   Cash and Cash Equivalents  

For purpose of reporting the statement of flows, cash and cash equivalents include highly liquid investments with investments with maturities of three months or less at the time of purchase.

E.      Property and Equipment

The value of fixed assets is at historical cost as required by generally accepted accounting principles. Depreciation is calculated on a straight-line over the 5 year expected useful life of the asset as follows:

Fixed assets at September 30, 2007 are comprised as follows:

  Furniture and Fixtures                                                3,656

Accumulated Depreciation                                        (  713)

Net Property and Equipment                                 $   2,940

Depreciation was not claimed in 2006 as the fixed assets were not put into use until July 1, 2006.

F. Foreign currency translation

Assets and liabilities of the Company whose functional currency is the Hong Kong dollar are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. The net exchange differences resulting from these translations will be reported in other income. Gains and losses resulting from foreign currency transactions will be included the consolidated statements of operations. There are no exchange differences

or Gains and Losses resulting from foreign currency translations to report for the reporting period ending September 30, 2007.

G. Related Party Notes Payable

Notes Payable consists of $71,746 in loans made by an officer and shareholder of the Company to the Company and its wholly owned subsidiary, VOL. These loans bear no interest, are unsecured and due and payable upon demand.

29

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

H.    Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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 financial statement and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

I.   Development Stage

The Company continues to devote substantially all of its efforts in the development of its plan to(a) provide services consisting of converting documents from word processing format to HTML in order that they may be filed with the SEC  electronically  through EDGAR, the SEC's Electronic Data Gathering,  Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within  Hong Kong .

J.   Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has a net operating loss carryover of $52,727 as of September 30, 2007 which expires in 2027. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

30

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

K. Equity-based compensation.

The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.

NOTE 3.   COMMON STOCK TRANSACTIONS

On April 13, 2006 the Company issued 125,000 shares of common stock in exchange for services valued at $1,000..

On April 17, 2006 the Company issued 375,000 shares of common stock to an outside consultant for services valued at $3,000.

NOTE 4.   WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 5.   TRANSACTIONS WITH RELATED PARTY

On April 26, 2006, Bernard Chan, the Company’s sole Officer and Director, received 18,850,000 common shares of the Company in connection with the Company’s acquisition of Vast Opportunity, Ltd.

The Company is indebted to Bernard Chan in the amount of $71,746 for loans made by Bernard Chan to the Company and the Company’s wholly owned subsidiary, VOL. These loans bear no interest and are due and payable by the Company upon demand.

31

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 6.   RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company does not expect the adoption of FIN 48 to have a material impact on its financial reporting, and the Company is currently evaluating the impact, if any, the adoption of FIN 48 will have on its disclosure requirements.

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in

32

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 6.   RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

any of the following situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement

further permits, at its initial adoption, a one-time reclassification of available for sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available for sale securities under Statement 115, provided that the available for sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal ye ar. Management believes the adoption of this statement will have no immediate impact on the Company’s financial condition or results of operations.

NOTE 7.  GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $7,999 as of June 30, 2006.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

33

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 8.  COMMITMENTS

The  Company  leases  its  facilities  under an operating  lease  commencing July 1, 2006 and expiring May 28, 2008.

Pursuant to the lease, the Company is obligated to pay monthly rent of approximately $1,500 as well as a management fee of $450.  Approximately minimum lease commitments per calendar year at June 30, 2007 are summarized as follows:

                  2007-----------------------------   $  23,000

                  2008-----------------------------       10,000

34

PART II

MOORE & ASSOCIATES, CHARTERED

           ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Asia Document Transition Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Asia Document Transition Inc. as of June 30, 2007, and the related statements of operations, stockholders’ equity and cash flows from inception April 13, 2006 through June 30, 2007. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Asia Document Transition Inc. as of June 30, 2007 and the results of its operations and its cash flows from inception April 13, 2006 through June 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 7 to the financial statements, the Company has generated no revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 7.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

October 15, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

ASIA DOCUMENT TRANSITION, INC.
Consolidated Balance Sheet
(A Development Stage Company)
	ASSETS
				June 30,		June 30,
				2007		2006
	CURRENT ASSETS
		Cash		$	5,349	$	3,598
		Prepaid expenses			3,238		2,363
			Total Current Assets		8,587		5,961
	PROPERTY AND EQUIPMENT, net				39,126		1,199
	OTHER ASSETS
		Deposits			13,151		13,151
			Total Other Assets		13,151		13,151
			TOTAL ASSETS	$	60,864	$	20,311
	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable and accrued expenses		$	-	$	-
		Related party notes payables			97,211		24,310
			Total Current Liabilities		97,211		24,310
	NON-CURRENT LIABILITIES				-		-
			TOTAL LIABILITIES		97,211		24,310
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, $0.001 par value, 100,000,000 shares authorized, 25,000,000 shares issued
					25,000		25,000
		and outstanding,respectively
		Additional paid in capital (deficit)			(21,000)		(21,000)
		Deficit accumulated during the development stage			(40,347)		(7,999)
			Total Stockholders' Equity (Deficit)		(36,347)		(3,999)
			TOTAL LIABILITIES AND
			STOCKHOLDERS' EQUITY (DEFICIT)	$	60,864	$	20,311
The accompanying notes are an integral part of these financial statements.
4

	ASIA DOCUMENT TRANSITION, INC.
	Consolidated Statements of Operations
	(A Development Stage Company)
				For the		April 13, 2006		April 13, 2006
				Year Ended		(inception) to		(inception) to
				June 30,		June 30,		June 30,
				2007		2006		2007
	SALES			$	15,696	$	1,290	$	16,986
	COST OF SALES				-		500		500
		GROSS PROFIT			15,696		790		16,486
	EXPENSES
		Depreciation expense			5,958		-		5,958
		General and administrative			42,086		8,789		50,875
			Total Expenses		48,044		8,789		56,833
	LOSS FROM OPERATIONS				(32,348)		(7,999)		(40,347)
	OTHER INCOME (EXPENSES)
		Interest expense			-		-		-
			Net Loss	$	(32,348)	$	(7,999)	$	(40,347)
	PER SHARE DATA:
		Basic loss per common share		$	(0.00)	$	(0.00)
		Weighted average number of
		common shares outstanding			25,000,000		25,000,000
The accompanying notes are an integral part of these financial statements.
	5

ASIA DOCUMENT TRANSITION, INC.
Consolidated Statement of Stockholders' Equity (Deficit)
(A Development Stage Company)
									Total
				Additional					Stockholders'
	Common	Par		Paid in Capital		Accumulated			Equity
	Shares	Value		(Deficit)		Deficit			(Deficit)
Balance, April 13,2006 (inception)	-	$	-	$	-	$	-		-
Common stock issued for services
at $0.001 per share on April 13, 2006	125,000		125		875		-		1,000
Common stock issued for services
at $0.001 per share on April 17, 2006	375,000		375		2,625		-		3,000
Common stock issued for
acquisition of Vast Opportunity, Ltd.
on April 26, 2006	24,500,000		24,500		(24,500)		-		-
Net loss from inception through
June 30, 2006	-		-		-		(7,999)		(7,999)
Balance, June 30, 2006	25,000,000		25,000		(21,000)		(7,999)		(3,999)
Net loss for the year ended
June 30, 2007	-		-		-		(32,348)		(32,348)
Balance, June 30, 2007	25,000,000	$	25,000	$	(21,000)	$	(40,347)	$	(36,347)
The accompanying notes are an integral part of these financial statements.
6

ASIA DOCUMENT TRANSITION, INC.
Consolidated Statement of Cash Flows
(A Development Stage Company)
			For the		April 13, 2006		April 13, 2006
			Year Ended		(inception) to		(inception) to
			June 30,		June 30,		June 30,
			2007		2006		2007
CASH FLOWS FROM OPERATING
ACTIVITIES
	Net loss		$	(32,348)	$	(7,999)	$	(40,347)
	Adjustments to reconcile net loss to cash
	used in operating activities:
	Depreciation			5,958		-		5,958
	Common stock issued for services			-		4,000		4,000
	Change in operating assets and liabilities:
	Increase in prepaid expenses and deposits			(875)		(15,514)		(16,389)
	Change in accounts payable and
	accrued expenses			-		-		-
		Net Cash Used in Operating Activities		(27,265)		(19,513)		(46,778)
CASH FLOWS FROM INVESTING
ACTIVITIES
	Purchase of property and equipment			(43,885)		(1,199)		(45,084)
		Net Cash Used In Operating Activities		(43,885)		(1,199)		(45,084)
CASH FLOWS FROM FINANCING
ACTIVITIES
	Loans from related parties			72,901		24,310		97,211
	Common stock issued for cash			-		-		-
		Net Cash Provided By Financing Activities		72,901		24,310		97,211
INCREASE (DECREASE) IN CASH				1,751		3,598		5,349
CASH AT BEGINNING OF PERIOD				3,598		-		-
CASH AT END OF PERIOD			$	5,349	$	3,598	$	5,349
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash Paid For:
		Interest	$	-	$	-	$	-
		Income Taxes		-		-		-
	Non Cash Financing Activities:
		Common stock issued for subsidiary	$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements.
7

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Asia Document Transition, Inc. (the “Company”) was incorporated in the State of Nevada on April 13, 2006. The Company is in the business of (a) providing services consisting of converting documents from word processing format to HTML in order that they may be filed with the U.S.  Securities and Exchange Commission ("SEC") electronically  through EDGAR, the SEC's Electronic Data Gathering,  Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within  Hong Kong . The Company has been in the development stage since formation on April 13, 2006 and has only generated minimal revenue to date.

On April 26, 2006, the Company acquired all of the issued and outstanding shares of Vast Opportunity Limited, (VOL) a Hong Kong incorporated limited company, through the issuance of 24,500,000 common shares to the shareholders of VOL. VOL has been since its inception, a corporation with minimal operations.  As of the date of the acquisition, V OL had assets of $374 and total liabilities of $1,302.  The acquisition resulted in the shareholders of VOL becoming the controlling shareholders of the Company, accordingly the transaction was recorded as a recapitalization of VOL.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a June 30 fiscal year-end. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary VOL.

B. Revenue Recognition

Revenues from document formatting and Virtual Office Services are recognized at the time the services have been provided to the customer.

C.   Basic Earnings (Loss) Per Share

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.  Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

D.   Cash and Cash Equivalents  

For purpose of reporting the statement of flows, cash and cash equivalents include highly liquid investments with investments with maturities of three months or less at the time of purchase.

E.      Property and Equipment

The value of fixed assets is at historical cost as required by generally accepted accounting principles. Depreciation is calculated on a straight-line over the 5 year expected useful life of the asset as follows:

Fixed assets at June 30, 2007 are comprised as follows:

  Vehicle                                                                  $ 41,429

  Furniture and Fixtures                                                3,656

Accumulated Depreciation                                        (5,959)

Net Property and Equipment                                 $ 39,124

Depreciation was not claimed in 2006 as the fixed assets were not put into use until July 1, 2006.

F. Foreign currency translation

Assets and liabilities of the Company whose functional currency is the Hong Kong dollar are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. The net exchange differences resulting from these translations will be reported in other  income. Gains and losses resulting from foreign currency transactions will be included the consolidated statements of operations. There are no exchange differences

or Gains and Losses resulting from foreign currency translations to report for the period commencing with inception and ending June 30, 2006.

G. Related Party Notes Payable

Notes Payable consist of $97,211 in loans made by an officer and shareholder of the Company to the Company and its wholly owned subsidiary, VOL. These loans bear no interest, are unsecured and due and payable upon demand.

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

H.    Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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 financial statement and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

I.   Development Stage

The Company continues to devote substantially all of its efforts in the development of its plan to(a) provide services consisting of converting documents from word processing format to HTML in order that they may be filed with the SEC  electronically  through EDGAR, the SEC's Electronic Data Gathering,  Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within  Hong Kong .

J.   Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to net loss before provision for income taxes for the following reasons:

    June 30,      

       2007       .

Income tax expense at statutory rate

$     10,998         

Valuation allowance

     (10,998)        

Income tax expense per books

$           -0-         

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

J.   Income Taxes (Continued)

Net deferred tax assets consist of the following components as of:

     June 30,       

        2007        .    

NOL Carryover

$      12,357          

Valuation allowance

      (12,357)         

Net deferred tax asset

$            -0-           

The Company has a net operating loss carryover of $36,347 as of June 30, 2007 which expires in 2027. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

K. Equity-based compensation.

The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.

NOTE 3.   COMMON STOCK TRANSACTIONS

On April 13, 2006 the  Company issued 125,000 shares of common stock in exchange for services valued at $1,000..

On April 17, 2006 the Company issued 375,000 shares of common stock to an outside consultant for services valued at $3,000.

NOTE 4.   WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock.

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 5.   TRANSACTIONS WITH RELATED PARTY

On April 26, 2006, Bernard Chan, the Company’s sole Officer and Director, received 18,850,000 common shares of the Company in connection with the Company’s acquisition of Vast Opportunity, Ltd.

The Company is indebted to Bernard Chan in the amount of  $97,211 for loans made by Bernard Chan to the Company and the Company’s wholly owned subsidiary, VOL. These loans bear no interest and are due and payable by the Company upon demand.

NOTE 6.   RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.

In June 2006, the Financial Accounting Standards Board  issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company does not expect the adoption of FIN 48 to have a material impact on its financial reporting, and the Company is currently evaluating the impact, if any, the adoption of FIN 48 will have on its disclosure requirements.

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 6.   RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

any of the following situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement

further permits, at its initial adoption, a one-time reclassification of available for sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available for sale securities under Statement 115, provided that the available for sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal ye ar. Management believes the adoption of this statement will have no immediate impact on the Company’s financial condition or results of operations.

NOTE 7.  GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $7,999 as of June 30, 2006.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

ASIA DOCUMENT TRANSITION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 8.  COMMITMENTS

The  Company  leases  its  facilities  under an operating  lease  commencing July 1, 2006 and expiring May 28, 2008.

Pursuant to the lease, the Company is obligated to pay monthly rent of approximately $1,500 as well as a management fee of $450.  Approximately minimum lease commitments per calendar year at June 30, 2007 are summarized as follows:

                  2007-----------------------------   $  23,000

                  2008-----------------------------       10,000

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our articles of incorporation provide that we will indemnify an officer, director, or former officer or director, to the fullest extent permitted by the Nevada Corporation Law, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any Selling Shareholders

.

Securities and Exchange Commission Registration Fee	$65.80
Legal Fees and Expenses	$10,000
Accounting Fees and Expenses	$
Miscellaneous (1)	$
Total (1)	$
(1)Estimated

RECENT SALES OF UNREGISTERED SECURITIES

On April 24, 2006, the Company issued 125,000 shares of common stock, in exchange for $1,000 paid on ADT’s behalf for formation and incorporation fees, to Cell Source Research, Inc., its former parent company. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through the management of the Company.  No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

On April 24, 2006, the Company issued 375,000 Common Shares to V3 Consulting, Inc. for providing assistance in the formation of ADT.

The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

35

No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through the management of the Company.  No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

On April 26, 2006, ADT acquired all the issued and outstanding shares of Vast Opportunity Limited, a Hong Kong Incorporated Limited Company through the issuance of 18,850,000 Common Shares to Bernard Chan, 1,200,000 Common Shares to Kwok Keung Derek Kang, 1,100,000 Common Shares to Wing Hung Benny Ho, 1,150,000 Common Shares to Tak Kee Wong, 1,200,000 Common Shares to Sheung Wai Yim, and 1,000,000 Common Shares to Wai Hon Ken Wu. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through the management of the Company.  No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

EXHIBIT INDEX

3.1	Articles of Incorporation of Asia Document Transition, Inc.
3.2	Bylaws
10.1	Lease by and between Vast Opportunity, Ltd and Hung Fook Development Corp.
10.2	Agreement by and between Asia Document Transition, Inc. and V3 Consulting, Inc.
10.3	Agreement by and between Kwong Keung Kang and Asia Document Transition, Inc.
5.1	Opinion of Joseph L.  Pittera
23.1	Consent of Independent Certified Public Accounting Firm

UNDERTAKINGS

A.     The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

36

(iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.     Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on our behalf by the undersigned in the country of Hong Kong on November 15, 2007.

By:/s/Bernard Chan

Name: Bernard Chan

Title: Chief Executive Officer

Date: November 15, 2007

37

EX-3

EX-3 2 exhibit31articlesofincorpora.htm

ARTICLES OF INCORPORATION

of Asia Document Transition, Inc.

A Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes, the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true;

ARTICLE I

NAME

the name of the corporation is Asia Document Transition, Inc.

ARTICLE II PRINCIPAL OFFICE

Section 2.01 Resident Agent. The name and address of its resident agent for service process Is Resident Agents of Nevada, Inc. 711 S, Carson, Suite 4, Carson City, Nevada 89701.

Section 2.02 Other Offices. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if In the State of Nevada.

ARTICLE III PURPOSE

The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE IV SHARES OF STOCK

Section 4.01 Number and Class. The amount of the total authorized capital stock of this corporation is One Hundred Million (100,000,000) shared with a par value of $0,001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock In one of more series, with such voting, powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

Section 4.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its discretion, may determine from time to time.

Section 4.03 Assessment of Shares.  The Common Stock of the corporation, after the amount of the subscription price has been paid, in money,  property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

ARTICLE V DIRECTORS

Section 5,01 Governing Board. The members of the Board of Directors of the corporation shall be styled directors.

Section 5.02 Initial Board of Directors. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and addresses) of the initial members of the Board of Directors are as follows:

NAME

ADDRESS

Dwight Alan Teegardin of 711 3. Carson, Suite 4, Carson City, Nevada 89701

These individuals shall serve as directors of the corporation until the first annual meeting of the stockholders or until their successors shall have been elected and qualified.

Section 5,03 Change in the Number of Directors. The number of directors may be increased or decreased by duly adopted amendment to the Bylaws of the corporation,

ARTICLE VI INCORPORATORS

The name and address of the sole incorporator Is Sandra L. Miller 711 S. Carson, Ste 4, Carson City, Nevada 89701

ARTICLE VII PERIOD OF DURATION

This corporation is to have A PERPETUAL existence.

ARTICLE VIII DIRECTORS AND OFFICERS* LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (I) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.

ARTICLE IX INDEMNITY

Every person who Was or Is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or Investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as Its representative in a partnership, joint venture, trust or other enterprise, shall be Indemnified and held harmless to the fullest extant legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him In connections therewith, Such right of indemni fication shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it Is ultimately determined by a court of competent Jurisdiction that he is not entitled to be indemnified by the corporation. Such right of Indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement,

they shall be entitled to their respective rights of Indemnification under any Bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article,

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or Other enterprises, against any liability asserted against such person and incurred In any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X AMENDMENTS

Subject at all times to the express provisions of Section 4,03, hereof, which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained In these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said Bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.

ARTICLE XI POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:

(1)     Subject to the Bylaws, If any, adopted by the stockholders, to make, alter or repeal the Bylaws of the corporation;

(2)

To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;

(3)

To authorize the guaranty by the corporation of securities, evidences of Indebtedness and obligations of other persons, corporations and business entities;

(4)     To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and

(5)     By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided In the resolution or in the By-laws of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to ail papers which may require ft Such committee or committees shall have such name or names as may be stated In the Bylaws of the corporation or as maybe determined from time to time by resolution adopted by the Board of Director? All corporate powers of the corporation shall be exercised by the Board of

Directors except as otherwise provided herein or by law,

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April, 2006 hereby declaring and certifying that the facts stated herein above are true.

Sandra L. Miller

Sole Incorporator

EX-3

EX-3 3 adtbylawsexh32.htm

BYLAWS

OF

ASIA DOCUMENT TRANSITION , INC.

a Nevada corporation

ARTICLE I - OFFICES

1. Business Offices. Asia Document Transition, Inc. (hereinafter referred to as the “Corporation”), may have such offices, either within or without the State of Nevada, as the Board of Directors may designate from time to time. The Corporation shall designate an office as its “principal office” in accordance with Nevada law.

2. Registered Office. The Corporation shall have and continuously maintain a registered office in the State of Nevada, which may be changed from time to time by the Board of Directors or by an Officer of the Corporation so authorized by the Board of Directors.

ARTICLE II - SHAREHOLDERS

1. Annual Meeting. The Corporation shall hold an Annual Meeting of the Shareholders for the election of Directors and for the transaction of any proper business. The Annual Meeting of Shareholders shall be held at such time and on such date as the Corporation’s Board of Directors shall determine from time to time but not later than thirteen (13) months after the last Annual Meeting of Shareholders. The failure to hold it at the designated time does not affect the validity of any corporate action and shall not work as a forfeiture of or dissolution of the Corporation.

2. Special Meetings. Special meetings of the Shareholders may be called by the Chief Executive Officer or the Board of Directors and shall be called if the holders of not less than Ten Percent (10%) of the votes entitled to be cast on any issue proposed to be considered at the proposed meeting sign, date and deliver a written demand or several such written demands for the special meeting describing the purpose or purposes for the meeting to the Corporation’s Secretary. Only business within the purpose or purposes described in the special meeting notice may be conducted at such special meeting.

3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for any Annual Meeting or for any special meeting of the Shareholders. If no designation is made, then the place of the meeting shall be the principal office of the Corporation.

4. Notice of Meeting. Written notice stating the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first class mail, by or at the direction of the President or the Secretary of the Corporation or the persons calling the meeting to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed delivered upon deposit in the United States mail, with postage prepaid, addressed to the Shareholder at the address specified in the Corporation’s stock transfer records.

5. Notice of Adjourned Meeting. Notice of an adjourned meeting is necessary only if the new place, date and time are not announced at the meeting from which the adjournment is taken or a new record date is fixed for the reconvening of the meeting. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.

6. Waiver of Notice. A Shareholder may waive any notice required by statute, the Articles of Incorporation, or Bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the Shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Shareholders need be specified in any written waiver of notice. A Shareholder’s attendance at a meeting waives objection to (a) lack of notice or defective notice of the meeting, unless the Shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting or (b) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Shar eholder objects to considering the matter when it is presented.

7. Record Date Determinations. The Board of Directors may fix the record date for one or more voting groups in order to determine the Shareholders entitled (a) to notice of or to vote at any meeting of Shareholders or any adjournment thereof, (b) to demand a special meeting, (c) to receive any distribution or (d) to take any other action. Such a record date must be a date after the date upon which the Board of Directors made the record date determination. The record date cannot be more than seventy (70) days before the meeting or action requiring a determination of Shareholders. A determination of Shareholders entitled to notice of or to vote at a Shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

8. Quorum. Unless otherwise required in the Articles of Incorporation, one-third of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. When a specified item of business is required to be

voted on by a class, series of stock, or voting group, one-third of the shares of such class, series or voting group shall constitute a quorum for the transaction of such item of business by that class, series or voting group. This quorum requirement can be changed only by an amendment to the Corporation’s Articles of Incorporation. After a quorum has been established, the subsequent withdrawal of Shareholders, so as to reduce the shares represented at the meeting below the number required for the original quorum, does not affect the validity of any action taken at the meeting.

9. Voting. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Shareholders. If a quorum exists at a meeting of Shareholders, (a) action on a matter, other than the election of Directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by law; and (b) action on a matter, other than the election of Directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law.

10. Proxies. A Shareholder, other person entitled to vote on behalf of a Shareholder pursuant to law, or a Shareholder’s attorney-in-fact may vote the Shareholder’s shares in person or by proxy. A Shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic or equivalent reproduction of an appointment form, is a sufficient appointment form. An appointment of a proxy is effective when received by the corporate officer or agent authorized to tabulate votes. An appointment is valid for up to eleven (11) months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the Shareholder, except as otherwise provided by law.

 11. Action by Shareholders Without a Meeting. Any action required or permitted to be taken at any meeting of Shareholders may be taken without a meeting, without prior notice, and without a vote, if the action is taken by the holders of shares of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a duly constituted meeting. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation’s principal office in Nevada, its principal place of business or its officer or agent having custody of the book in which proceedings of meetings of Shareholders are reco rded. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the Corporation in the manner required by this section. Such a written consent has the effect of a meeting vote.

 Any written consent, once given, may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office in Nevada or its principal place of business, or received by the corporate officer or agent having custody of the book in which proceedings of meetings of Shareholders are recorded.  

Notice of such action must be given to those Shareholders who have not consented in writing or who are not entitled to vote on the action within ten (10) days after obtaining such authorization by written consent. The notice shall fairly summarize the material features of the authorized action and, if the action be such for which dissenter’s rights are provided by law, the notice shall contain a clear statement of the right of the Shareholders dissenting there from to be paid the fair value of their shares upon compliance with the provisions of Nevada law regarding the rights of dissenting shareholders.

12. Shareholders’ List for Meeting. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its Shareholders who are entitled to notice of a Shareholders’ meeting, arranged by voting group with the address of, and the number and class and series, if any, of shares held by each. The Shareholders’ list must be available for inspection by any Shareholder for a period of ten (10) days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar. A Shareholder or his agent or attorney is entitled on written demand to inspect the list, during regular business hours and at his expense, during the period it is available for inspection; provided that such demand is made in good faith and for a proper purpose, the purpose is described with reasonable particularity and the list is directly connected with the purpose.

 The Corporation shall make the Shareholders’ list available at the meeting, and any Shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. The Shareholders’ list is prima facie evidence of the identity of Shareholders entitled to examine the Shareholders’ list or to vote at a meeting of Shareholders.

ARTICLE III - DIRECTORS

1. Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, it’s Board of Directors, subject to any limitation set forth by law or in the Corporation’s Articles of Incorporation.

2. Number, Tenure and Qualifications. The number of Directors on the Board of Directors shall be at least one. Each Director shall hold office until the next Annual Meeting of Shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation, removal by Shareholders or death. Directors must be natural persons who are eighteen (18) years of age or older. Directors need not be residents of Nevada or Shareholders of the Corporation.

3. General Standards for Directors. A Director shall discharge his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, (a) in good faith, (b) with such care as an ordinarily prudent person in a like position would use under similar circumstances, and (c) in a manner he reasonably believes to be in the best interests of the Corporation. In discharging his duties a Director shall be entitled to rely upon information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants, or other persons as to matters that the Director reasonably believes are within the person’s professiona l or expert competence; or (iii) a committee of the Board of Directors of which he is not a member if the Director reasonably believes the committee merits confidence.

In discharging his duties, a Director may consider such factors as the Director deems relevant, including but not limited to the long-term prospects and interests of the Corporation and its Shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the Corporation or its subsidiaries, the communities and society in which the Corporation or its subsidiaries operate, and the economy of the state and the nation.

A Director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.

A Director is not liable for any action taken as a Director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

4. Election of Directors. At the Annual Meeting of Shareholders, Directors shall be elected by a plurality of the votes cast by the shares represented at the meeting and entitled to vote for the election of Directors. If the election of Directors is not held on a day designated in these Bylaws for any Annual Meeting of Shareholders, or at any adjournment thereof, the Board of Directors may cause the election to be held at a special meeting of Shareholders specifically called for that purpose. Between Annual Meetings of the Shareholders, the Board of Directors may elect additional persons to serve as members of the Board of Directors from time to time, as it determines advisable.

5. Regular Annual and Quarterly Meetings. The annual meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual election of Directors. The Board of Directors shall, from time to time, by resolution

appoint the time and place, either within or without the State of Nevada, for holding regular quarterly meetings of the Board, and other regular meetings of the Board if by it deemed advisable; and such regular meetings shall thereupon be held at the time and place so appointed, without the giving of any notice with regard thereto. In case the day appointed for a regular meeting shall fall upon a Saturday, Sunday or legal holiday in the State of Nevada, such meeting shall be held on the next succeeding day not a Saturday, Sunday or legal holiday in the State of Nevada, at the regularly appointed hour.

6. Special Meeting. Special meetings of the Board of Directors shall be held whenever called by the Chief Executive Officer or any two Directors. Special meetings may be held within or without the State of Nevada. Notice of a special meeting must be given at least two (2) days prior to the date of the meeting by written notice delivered personally, by mail, telegram, telecopy or nationally recognized overnight courier service (such as Federal Express, Airborne, UPS, Emory or Purolator) to each Director at his address. Such notice shall be effective upon the earliest of (a) receipt, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) the date shown on the return receipt or other evidence of delivery, if sent by registered or certified mail, return receipt requested, or overnight courier service, and the delivery receipt is signed by or on behalf of the addressee. Such written notice shall include the date, time and place of the meeting. The notice of a special meeting need not describe the purpose of the special meeting.

7. Notice of Adjourned Meeting. Notice of any adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the date, time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors also.

8. Waiver of Notice. A Director can waive the requirement of notice of a meeting of the Board of Directors by signing a waiver of notice either before or after the meeting. The attendance of a Director at a meeting constitutes a waiver of notice of such meeting and a waiver of any and all objections to the time or place of the meeting or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

9. Quorum and Voting. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the number of Directors prescribed by the Articles of Incorporation or these Bylaws shall constitute a quorum for the transaction of business at such meeting. A majority of the Directors present at a meeting, whether or not a quorum exists, may adjourn the meeting to another time and place. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the Directors present at any meeting, if a quorum is present at the time of such vote, shall be the act of the Board of Directors

The Board of Directors may permit any or all Directors to participate in a regular special meeting by, or conduct the meeting through any use of, any means of communication by

which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

11. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if the action is taken by all the Directors. The action must be evidenced by one or more written consents describing the action taken and signed by each Director. The action is effective when the last Director signs a consent, unless the consent specifies a different effective date. Such a consent has the effect of a meeting vote.

 12. Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; (b) the fact of such relati onship or interest is disclosed or known to the Shareholders entitled to vote to authorize, approve or ratify the contract or transaction under this Section 12 and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the Shareholders.

For the purposes of Director action pursuant to this Section 12, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the Directors on the Board of Directors who have no relationship or interest in such transaction. If a majority of the Directors who have no such relationship or interest in the transaction vote to authorize, approve or ratify the contract or transaction, a quorum is present for the purpose of authorizing, approving or ratifying the contract or transaction for purposes of this Section 12.

For the purposes of Shareholder action pursuant to this Section 12, shares owned by or voted under the control of a Director who has a relationship or interest in the contract or transaction may not be counted in a vote of Shareholders to determine whether to authorize, approve or ratify a contract or transaction under this Section 12. A majority of the shares, whether or not present, that are entitled to be counted in the vote on the contract or transaction constitutes a quorum for the purpose of taking action under this Section 12.

 Notwithstanding approval pursuant to the provisions of this Section 12, unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the authorization, approval or ratification of a contract or transaction by the Board of Directors also must comply with Section 9 of these Bylaws, including the requirements for determining a quorum under such Section.

13. Compensation of Directors. The Board of Directors may fix the compensation of Directors. Each Director may be paid a stated salary as such or a fixed sum for the attendance at meetings of the Board of Directors or any committee thereof, or both, and may be reimbursed for his expenses of attendance at each such meeting. The Board of Directors may also pay to each Director rendering services to the Corporation not ordinarily rendered by Directors, as such, special compensation appropriate to the value of such services, as determined by the Board of Directors from time to time. None of these payments shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. The Board of Directors may determine the compensation of a Director who is also an Officer for service as an Officer as well as for service as a Director.

14. Resignations. A Director may resign at any time by delivering written notice to the Board of Directors or its Chairman or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors or Shareholders may elect a successor of such Director before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

 15. Removal of Directors. The Shareholders may remove one or more Directors with or without cause. If a Director is elected by a voting group of Shareholders, only the Shareholders of that voting group may participate in the vote to remove him. A Director may be removed only if the number of votes cast to remove him exceeds the number of votes not to remove him. A Director may be removed by the Shareholders at a meeting of the Shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the Director.

ARTICLE IV - COMMITTEES

1. Creation. The Board of Directors may, by resolution adopted by a majority of the full Board of Directors, designate from among its members an Executive Committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall have the authority to: (a) approve or recommend to Shareholders actions or proposals required by law to be approved by the Shareholders; (b) fill vacancies on the Board of Directors or any committee thereof; (c) adopt, amend or repeal the Bylaws; (d) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; (e) authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a vot ing group except that the Board of Directors may

authorize a committee to do so within the limits specifically prescribed by the Board of Directors.

Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one or more Directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

2. Operation. The sections of these Bylaws that govern meetings, notice and waiver of notice, quorum and voting, and action without a meeting requirements of the Board of Directors apply to committees and their members as well.

ARTICLE V - OFFICERS

1. Officers. The Officers of the Corporation shall include a Chief Executive Officer; President; Principal Financial Officer , Treasurer; and Secretary. Other Officers may be elected by the Board of Directors from time to time. A duly elected Officer may appoint one or more Officers or assistant officers, if authorized to do so by the Board of Directors. The same individual may simultaneously hold more than one office in the Corporation.

2. Election and Term of Office. As far as practicable, the Officers of the Corporation shall be elected at the regular meeting of the Board of Directors following the annual election of Directors. If the election of Officers is not held at such meeting, the election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until the regular meeting of the Board of Directors following the annual election of Directors in the next subsequent year and until his successor shall have been duly elected and shall have qualified, or until his earlier resignation, removal from office or death.

3. Resignation and Removal. An Officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

The Board of Directors may remove any Officer at any time with or without cause. Any Officer or assistant officer, if appointed by another Officer, may likewise be removed by such Officer.

The appointment of an Officer does not itself create contract rights. An Officer’s removal does not affect the Officer’s contract rights, if any, with the Corporation. An Officer’s resignation does not affect the Corporation’s contract rights, if any, with the Officer.

4. Vacancies. A vacancy in any office because of resignation, removal, death or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, and, under the direction of the Board of Directors, shall have general responsibility for the overall management, strategic plan and direction of the business, properties, assets and affairs of the Corporation. He shall have general executive powers, including all powers required by law to be exercised by a president of a corporation as such, as well as the specific powers conferred by these Bylaws or by the Board of Directors.

6.  President. The President shall have general charge of the operations of the Corporation, subject to the direction of the Chief Executive Officer and Board of Directors. In the absence of the Chief Executive Officer or in the event of his death, inability or refusal to act, the President, shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer.

7. Principal Financial Officer and Treasurer. The Principal Financial Officer and Treasurer shall be the chief financial officer of the Corporation and (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select; and (c) in general perform all of the duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors. If required by the Board of Directors, the Principal Financial Officer and Treasurer shall give a bond for the faithful discharge of his duties as Treasurer in such sum and with such surety or sureties as the Board of Directors shall determine.

8. Secretary. The Secretary shall (a) prepare minutes of meetings of the Board of Directors and Shareholders; (b) authenticate records of the Corporation; (c) keep the minutes of the proceedings of the Board of Directors and the Shareholders in one or more books provided for that purpose; (d) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (e) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (f) be the registrar of the Corporation and keep a register of the post office addresses of all Shareholders that shall be furnished to the Secretary by the Shareholders; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties i ncident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE VI - SHARES AND THEIR TRANSFER

1. Certificates for Shares. Shares may but need not be represented by certificates. Unless otherwise provided by law, the rights and obligations of Shareholders are identical whether or not their shares are represented by certificates. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Each certificate for shares shall be consecutively numbered or otherwise identified. Each share certificate must state on its face (a) the name of the Corporation and that the Corporation is organized under the laws of Nevada; (b) the name of the person to whom issued; and (c) the number and class of shares and the designation of the series, if any, the certificate represents. Each share certificate (i) must be signed either manually or in facsimile by the Chairman of the Board of Directors, if any, the President or a Vice President and the Secretary, Treasurer or an assistant Secretary or Treasurer and (ii) may bear the corporate seal or its facsimile.

If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the Shareholder a full statement of this information on request and without charge.

Any certificate representing shares that are restricted as to the sale, disposition, or other transfer of such shares, shall also state that such shares are restricted as to transfer and shall set forth or fairly summarize on the front or back of the certificate, or shall state that the Corporation will furnish to any Shareholder on request and without charge, a full statement of such restrictions.

2. Transfer of Shares. If a certificated security in registered form is presented to the Corporation with a request to register transfer or an instruction is presented to the Corporation with a request to register transfer, pledge, or release, the Corporation shall register the transfer, pledge, or release as requested if: (a) the security is indorsed or the instruction was originated by the appropriate person or persons; (b) reasonable assurance is given that those endorsements or instructions are genuine and effective; (c) the Corporation has no duty as to adverse claims or has discharged the duty; (d) any applicable law relating to the collection of taxes has been complied with; and (e) the transfer, pledge, or release is in fact rightful or is to a bona fide purchaser.

3. Lost, Destroyed or Stolen Certificated Securities. If a certificated security has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after he has notice of it and the Corporation registers a transfer of the security before receiving notification, the owner is precluded from asserting against the Corporation any claim for registering the transfer or any claim to a new security.

If the owner of a certificated security claims that the security has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificated security or, at the option of the Corporation, an equivalent uncertified security in place of the original security if the owner (a) so requests before the Corporation has notice that the security has been acquired by a bona fide purchaser; (b) files with the Corporation a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the Corporation.

ARTICLE VII - BOOKS, RECORDS AND REPORTS

1. Books and Records. The Corporation shall keep as permanent records minutes of all meetings of its Shareholders and Board of Directors, a record of all actions taken by the Shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records. The Corporation or its agent shall maintain a record of its Shareholders in a form that permits preparation of a list of the names and addresses of all Shareholders in alphabetical order by class of shares showing the number and series of shares held by each. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

The Corporation shall keep a copy of the following records: (a) its Articles or Restated Articles of Incorporation and all amendments to them currently in effect; (b) its Bylaws or Restated Bylaws and all amendments to them currently in effect; (c) resolutions adopted by its Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (d) the minutes of all Shareholders’ meetings and records of all action taken by Shareholders without a meeting for the past three (3) years; (e) written communications to all Shareholders generally or all Shareholders of a class or series within the past three (3) years, including the financial statements furnished for the past three (3) years; (f) a list of the names and business street addresses of its current Directors and Officers; and (g) its most recent annual report delivered to the Nevada Department of State.

2. Shareholder’s Inspection Rights. Any Shareholder who has been a stockholder of record of a corporation for at least 6 months immediately preceding his demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares may give the Corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy, he is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the following records: (a) the Corporation’s Articles or Restated Articles of Incorporation and all amendments to them currently in effect; (b) the Corporation’s Bylaws or Restated Bylaws and all amendments to them currently in effect; (c) resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their r elative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (d) the minutes of all Shareholders’ meetings and records of all action taken by Shareholders without a meeting for the past

three (3) years; (e) written communications to all Shareholders generally or all Shareholders of a class or series within the past three (3) years, including the financial statements furnished for the past three (3) years; (f) a list of the names and business addresses of the Corporation’s current Directors and Officers; and (g) the Corporation’s most recent annual report delivered to the Nevada Department of State.

If (a) a Shareholder makes a demand for inspection in good faith and for a proper purpose, (b) he describes with reasonable particularity his purpose and the records he desires to inspect, (c) the records are directly connected with his purpose, and (d) he gives the Corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy, he is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation: (i) excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the Shareholders, and records of action taken by the Shareholders or Board of Directors without a meeting, to the ext ent not otherwise subject to inspection pursuant to this section; (ii) accounting records of the Corporation; (iii) the record of Shareholders; and (iv) any other books and records.

If a Shareholder gives the Corporation written notice of his demand at least fifteen (15) business days before the date on which he wishes to inspect and copy, he is entitled to inspect and copy, during regular business hours at a reasonable location in Nevada specified by the Corporation, (a) the Corporation’s Bylaws or Restated Bylaws and all amendments to them currently in effect and (b) a list of the names and business street addresses of the Corporation’s current Directors and Officers.

 3. Annual Reports. On or after January 1 and on or before May 1 of each year, the Corporation shall deliver to the Nevada Department of State for filing a sworn annual report, on such forms as the Department of State may prescribe and containing such information as is prescribed by law. Similar reports shall be filed as required by law in those jurisdictions other than the State of Nevada where the Corporation may be authorized to transact business.

 4. Financial Statements. Unless modified by resolution of the Shareholders within 120 days of the close of each fiscal year, the Corporation make available to its Shareholders annual financial statements, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.  The fiscal year of the corporation shall be January 1 to December 31.

 If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the

President or the person responsible for the Corporation’s accounting records (a) stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (b) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

ARTICLE VIII - MISCELLANEOUS

1. Distributions to Shareholders. The Board of Directors may authorize and the Corporation may make distributions to its Shareholders subject to restriction by the Articles of Incorporation and the limitations provided by law. Dividends may be paid in cash, in property, or in shares of stock, subject to the provisions of the Articles of Incorporation and applicable law.

 2. Corporate Seal. The Board of Directors may provide for a corporate seal, which may be altered at will and used itself or by a facsimile thereof, by impressing or affixing it or in any other manner reproducing it.

 3. Execution of Instruments. All bills, notes, checks, other instruments for the payment of money, agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Corporation by such Officers, employees, or agents of the Corporation as the Board of Directors may from time to time direct.

 4. Indemnification. The Corporation shall indemnify any person who is or was a Director, Officer, employee, or agent of the Corporation or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the full extent permitted by law.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

 ARTICLE IX - AMENDMENTS

The Corporation’s Board of Directors may, by majority vote except as otherwise specifically provided herein, amend or repeal the Corporation’s Bylaws unless: (a) the Articles of Incorporation or law reserves the power to amend the Bylaws generally or a particular Bylaw provision exclusively to the Shareholders; or (b) the Shareholders, in

amending or repealing the Bylaws generally or a particular Bylaw provision, provide expressly that the Board of Directors may not amend or repeal the Bylaws or that Bylaw provision.

The Corporation’s Shareholders may amend or repeal the Corporation’s Bylaws even though the Bylaws may also be amended or repealed by its Board of Directors.

EX-10

EX-10 5 kangexecutedexhibit.htm

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this 26th Day of April 2006 by and between Kwong Keung Dcrek Kang ("Seller") and Asia Document Transition, Inc. (a Nevada Corporation), a wholly owned subsidiary of Cell Source Research, Inc. ("Purchaser");

WHEREAS, the Seller is the record owner and holder of one shares of the capital stock of Vast Opportunity Limited, ("Corporation"), a Hong Kong Incorporated Limited Company, and

WHEREAS, the Purchaser desires to purchase said one share of stock and the Seller desires to sell said one share of stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby  agreed as follows:

1.   PURCHASE AND SALE:   Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, Transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement, The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at 7th Floor, New York House. 60 Connaught Road, Central, Hong Kong on April 26,2006 or such other place, date and time as the parties hereto may otherwise agree.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE:   The total consideration and method of payment thereof are fully  set  out  in '"Attachment A" attached hereto and made a part hereof.

3.    REPRESENTATIONS AND WARRANTIES OF PURCHASER:    Purchaser

hereby warrants and represents:

(a) Organization and Standing.   Cell Source Research. Inc. ('CSRI"), the parent of Purchaser,   is a non trading public company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as it is now being conducted,

(b) Capital Structure, CSRI is currently comprised of 304 beneficial owners.

4.    REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER:    Seller and Purchaser hereby represent and warrant that there has been no act  or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby,

5. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE:

(a) The Purchaser shall be current and paid in full on nil tax obligations and current with all regulatory filings, and the Seller shall be able to produce a current Certificate of Good Standing from the Purchaser's State of Incorporation prior to closing.

(b) The Purchaser shall have liabilities both current and long term amounting to less than $I 00, and the Corporation shall not be party to any Agreement or agreements, which collectively would serve to obligate the Purchaser: in excess of $100.

{c) The current management and Board of Directors of the Purchaser shall agree to resign, such resignation to be effective upon the Closing of this Agreement, and the following person shall have been appointed sole Director, President, Secretary and Treasurer: Bernard Chan

6.  GENERAL PROVISIONS;

(a) Entire Agreement, This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof,

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law. This Agreement, and all transactions contemplated hereby, shall be governed by. construed and enforced in accordance with the laws of  Hong Kong Special Administrative Region.   In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written,

Signed Sealed and delivered

/s/David Koos
David Koos	Date: April 26, 2006
President and Sole Director
Asia Document Transition, Inc.
/s/Kwong Dcrek Kang
Kwong Dcrek Kang	Date: April 26, 2006

ATTACHMENT "A¹¹

AMOUNT AND PAYMENT OF PURCHASE PRICE

Consideration: As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall Issue at the Closing at the order of Seller the following number of the common shares of the Purchaser ("Payment Shares'"):

CHAN, Kwong Chung Bernard	18,850,000
KANG, Kwok Keung Derek	1,200,000
HO, Wing Hung Benny	1,100,000
YIM,Sheung Wai	1,200,000
WONG, Tak Kee	1,150,000
WU, Wai Hon Ken	1,000,000

Immediately subsequent to the issuance of the Payment Shares, purchaser shall have no more  than 25,000,000 common shares outstanding and no preferred shares outstanding.

EX-10

EX-10 4 agreementbetweenv3consulting.htm

Agreement Between V3 Consulting and Asia Document Transition, Inc.

April 24, 2006

AGREEMENT made this 24th day of April, 2006, by and between V3 Consulting, Inc. whose address Is PO Box 2032, Old Chelsea Station, New York, NY 10113, hereinafter referred to as the "V3, and Asia Document Transition, Inc., (a Nevada Corporation incorporated on April 12, 2006 and whose Resident Agent Is Resident Agents of Nevada, 711 S Carlson Street, Carson City Nevada) hereinafter referred to as "ADT".

WHEREAS ADT agrees that V3 has provided assistance in the formation of ADT, WHEREAS ADT desires lo provide Compensation for such assistance, which ADT acknowledges has already been rendered, THEREFORE, It is agreed as follows:

1.   ADT shall Issue to V3 375,000 Common Shares of ADT {"V3 Shares"), such shares to be considered fully paid and non assessable.

2.   V3, collectively with any entity to whom V3 shall transfer beneficial ownership of any or all V3 Shares, will receive that number of common shares which shall allow V3, collectively with any entity to whom V3 shall transfer beneficial ownership of any or all V3 Shares, to maintain ownership of 1.5% of ADT should additional shares be issued at anytime during the three years following the dale of the receipt by V3 of the V3 Shares and (ii) that any and all V3 Shares owned by V3 and any  entity to whom V3 shall transfer beneficial ownership of any or all V3 Shares shall be included in any registration statement filed for purposes of a public offering of securities of ADT of the same class as the V3 Shares or which are convertible into or exercisable for such class of securities (other than  a registratio n on Form S-8).

3.   V3 shall be entitled to a fee in cash of 10% of the value of any  cash consideration received by (i) either ADT, its subsidiaries, affiliates, or assigns and/or (ii) Bernard Chan, whose address Is 7th Floor. New York House, 60 Connaught Road, Central, Hong Kong, in connection with a change in control of ADT other than the change of control required in accordance to the terms and conditions of that Agreement dated March 31, 2008 entered into by and between V3, David R. Koos, whose address Is l 010 University Avenue, St 40, San Diego CA 92103, and Bernard Chan whose address is 7th Floor, New York House, 60 Connaught Road, Central, Hong Kong ("Cash Fee") ADT also agrees that regardless of the actual consideration paid, said Cash Fee shall be no less than $50,000.

4.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the parties hereby submit to the exclusive jurisdiction of the courts of the State of New York.

V3	ADT
By:/s/ Vincent Piazza Its President	By:/s/David R Koos Its President, Secretary and Sole Director

EX-23

MOORE & ASSOCIATES, CHARTERED

      ACCOUNTANTS AND ADVISORS

        PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form SB2 of Asia Document Transition Inc., of our report dated October 15, 2007 on our audit of the financial statements of Asia Document Transition Inc. as of June 30, 2007, and the related statements of operations, stockholders’ equity and cash flows from inception April 13, 2006 through June 30, 2007 and for the period then ended, and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

November 14, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501

EX-10

OFFICE TENANCY

THIS AGREEMENT is dated 29^th July2006

BETWEEN the parties described as the Landlord and the Tenant respectively in Part I of the First Schedule

WHEREBY IT IS AGREED as follows :

SECTION I

INTERPRETATION AND AGREEMENT

1.1

Interpretation

In this Agreement the expressions set out in the Schedules hereto shall where the context so admits have the meanings respectively ascribed to them therein.

1.2

Joint and several liability

In this Agreement where the context so permits or requires words importing the singular number include the plural number and vice versa and words importing a gender include all other genders and where there are two or more persons included in the expression “the Tenant” covenants expressed to be made by the Tenant shall be deemed to be made by such persons jointly and severally.

1.3

Headings and index

The headings and covering pages are intended for guidance only and do not form part of this Agreement nor shall any of the provisions of this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby.

2

Premises Term and Rent

The Landlord shall let and the Tenant shall take, in the state and condition as it is, ALL THAT the premises more particularly described and set out in Part II of the First Schedule (“Premises”) TOGETHER with the use in common with the Landlord and all others having the like right of the entrances, staircases, landings, lavatories, corridors and passages in the Building as defined in Part II of the First Schedule insofar as the same are necessary for the proper use and enjoyment of the Premises AND TOGETHER with the use in common with others having the like right of the lifts escalators and central air-conditioning service serving the Premises whenever the same shall be operating for the term set out in Part III of the First Schedule (“Term”) YIELDING AND PAYING therefor throughout the Term such rent,  Management Fee and Cleaning Service Charges ( which are unless the context otherwise requires collectively included in the term “Rent”) and other charges as are from time to time payable in advance and in accordance with the provisions set out in the Second Schedule.

SECTION  II

DEPOSIT

1

Deposit

1.1

The Tenant shall on the signing hereof deposit with the Landlord the sum or sums specified in Part V of the First Schedule to secure the due observance and performance by the Tenant of the covenants, agreements, stipulations, terms and conditions herein contained and on the part of the Tenant to be observed and performed.

1.2

The deposit shall be retained by the Landlord throughout the Term (SUBJECT to the Landlord’s right to forfeit the deposit under clause 1 of Section IX hereof) without interest and the Tenant hereby specifically authorises the Landlord (but without prejudice to any other right or remedy) to deduct andapply the deposit in payment of the amount of any rent, rates, Government rent, Management Fee and Cleaning Service Charges and other charges payable hereunder by the Tenant and any costs expenses loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any of the covenants, agreements, stipulations, obligations or conditions.

1.3

In the event of any deduction being made by the Landlord from the deposit the Tenant shall, as a condition precedent to the continuation of the tenancy, forthwith on demand by the Landlord make a further deposit (to be held by the Landlord in manner as aforesaid) equal to the amount so deducted and failure by the Tenant so to do shall entitle the Landlord to determine this Agreement and forthwith to re-enter upon the Premises in which event the deposit shall be forfeited to the Landlord.

2

Refund of deposit

Subject as aforesaid the deposit shall be refunded to the Tenant by the Landlord without interest within forty five (45) days after the expiration or sooner determination of this Agreement and delivery of vacant possession to the Landlord or after settlement of the last outstanding claim by the Landlord against the Tenant for any arrears of rent, rates, Government rent, Management Fee and Air-Conditioning Charge and other charges and for any breach non-observance or non-performance of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed or performed whichever is the later.

3

Increase in deposit

If there shall for whatever reason be any increase in the rent and/or Management Fee and Air-Conditioning Charge and/or rates and Government rent during the Term, the Tenant shall upon such increase becoming applicable pay to the Landlord as a condition precedent to the continuation of the tenancy by way of increase in the said deposit a sum  proportional to the said increase to restore the ratio of deposit to the rent and Management Fee and Air-Conditioning Charge and rates and Government rent to that previously subsisting.

4

Transfer of deposit

In the event that the Premises and/or this Agreement shall be assigned by the Landlord to any person(s), the Landlord shall be entitled as incidental to such assignment to transfer directly the deposit or the balance thereof to the assignee, after making any deduction in manner aforesaid (whether with or without the consent of the Tenant) PROVIDED that the assignee shall undertake with the Tenant to refund such deposit or balance thereof in accordance with the provisions hereof, whereupon the Landlord shall be released from any and all further obligations to the Tenant in respect of the said deposit, and the Tenant shall thereafter have no claim whatsoever against the Landlord in respect thereof. The Tenant shall if required by the Landlord (but not at the cost of the Tenant) enter into, sign, and execute such agreements, deeds or documents in such form and substance to the satisfaction of th e Landlord, to release the Landlord from its obligation in respect of the refund of the deposit or balance thereof.

SECTION  III

TENANT’S OBLIGATIONS

The Tenant hereby agrees with the Landlord as follows:-

1.

Rent and Management Fee, etc.

1.1

To pay the rent as set out in Part I of the Second Schedule in advance in respect of the Premises and clear of all deductions on the first day of each calendar month, the first and last of such payments to be apportioned according to the number of days in the month included in the Term.

1.2

To pay and discharge at the same time and in the same manner as the rent is payable the Management Fee and Cleaning Service Charges and any other service and maintenance charges payable by the owner or occupier of the Premises or (as the case may be) the Landlord including (without limitation) such charges as may be demanded from time to time by the Building Manager or Management Committee or similar Management Body for the time being of the Building (if any) and/or those charges payable in respect of the Premises pursuant to or by virtue of the Deed of Mutual Covenant and Management Agreement relating to the Building, and subject to revision in accordance with Clause 1.5 of Section III, the Management Fee and and Cleaning Service Charges (subject to any revision in accordance with Clause 25 of Section III) payable at the Commencement of the Term is set out in Part II of the Second Schedule.< /P>

1.3

If the day on which the rent, the Management Fee and Cleaning Service Charges or additional outgoings or other payments fall due under this Agreement is a public holiday, the relevant payment of rent, Management Fee and Cleaning Service Charges or additional outgoings or otherwise shall be due and payable on the preceding business day.  For the avoidance of doubt, “business day” means a day on which banks are ordinarily open for business in Hong Kong Special Administrative Region.

1.4

If payment is made by the Tenant by cheque, such cheque must be good for payment and reach the office of the Landlord before 3:30 p.m. in the afternoon if such payment is made on any weekday except Saturday, and before 11:30 a.m. if such payment is made on a Saturday, failing which the payment shall be deemed to have been paid by the Tenant on the following business day, and the Tenant shall be deemed to have defaulted in making due payment.

1.5

If at any time and from time to time during the Term the operating cost relative to the supply of the air-conditioning and/or the costs and expenses for the provision of management services to the Building and/or the Premises shall have risen over the costs prevailing at the commencement of the Term the Landlord shall be entitled to serve one (1) month’s notice in writing upon the Tenant to increase the charges or any of them by appropriate amount(s) and thereafter such increased charges shall prevail. The Landlord’s assessments of the appropriate increase shall be conclusive and binding on the Tenant.

1.6

If the Tenant should require air-conditioning outside the normal air-conditioning supply hours set out in the Fifth Schedule, subject to the Tenant’s giving to the Landlord not less than 24 hours prior notice in writing, additional air-conditioning will normally be provided on condition that the additional air-conditioning shall be applied in units of one hour and at least two hours on each occasion at such rate as may be charged by the Landlord from time to time.

2

Rates and Government Rent

2.1

To pay and discharge punctually during the Term all rates, Government rent, taxes, assessments, duties, charges, impositions and outgoings of an annual or recurring nature whatsoever now or hereafter to be assessed imposed or charged on the Premises or upon the owner or occupier in respect of the Premises or any part thereof by the Government of Hong Kong Special Administrative Region or other lawful authority (Property Tax alone excepted) on the 1^st day of the months of January, April, July and October.

2.2

Without prejudice to the generality of clause 2.1, the Tenant shall pay to the Landlord all rates and Government rent imposed on the Premises by the Government and as and when demanded by the Landlord, who shall settle the same with the Government of Hong Kong Special Administrative Region.

2.3

In the event of the Premises not yet having been assessed to rates and/or the Government rent, the Tenant shall pay to the Landlord a sum (which shall be computed on the basis of the prevailing percentages of the rateable value of the Premises for rates and/or the Government rent for the corresponding quarter) as shall be required by the Landlord as a deposit by way of security for the due payment of rates and/or Government rent subject to adjustment on actual rates and/or the Government rent assessment being received by the Landlord from the Government of Hong Kong Special Administrative Region.

3

Water & electricity charges

To pay and discharge punctually during the Term all charges (including all deposits) in respect of water, electric light, power and telephones as may be shown by the separate meter or meters installed upon the Premises or by accounts rendered to the Tenant.

4

User

To use the Premises only for the purposes set out in Part IV of the First Schedule hereto and for no other purpose whatsoever.

5

Entry by Landlord

5.1

To permit the Landlord and its agents with or without workmen and all persons authorised by it and with or without appliances at all reasonable times upon prior notice to enter upon the Premises and if necessary, to remain at the Premises :

(a)

to take inventories of fixtures and fittings therein and to carry out any maintenance works or repairs to the Landlord’s installations inside the Premises which are in the opinion of the Landlord necessary and proper to be done;

(b)

to examine the state and condition thereof and of the fixtures and fittings therein, including but not limited to the central air-conditioning unit;

(c)

to execute any works of renewal cleaning alteration or repair to any adjacent or neighbouring premises or to the Building without any claim for damages or indemnity against the Landlord; and

(d)

to do such work as may be deemed necessary to preserve the exterior walls or any part of the structure of the Building from injury or damage from any excavation or other building works as may be made or authorised in the vicinity of the Building

and the Tenant shall deposit with the Landlord a key or key(s) to the Premises to enable the Landlord to enter into the Premises in the event of emergency,  and unless key(s) are so deposited with the Landlord, in the event of emergency the Landlord or its agents may without notice enter upon the Premises forcibly, and the Tenant shall at its own expense reinstate the entrance door to the Premises to its original state and condition without any claim for damages or indemnity against the Landlord.

5.2

To permit the Landlord and all persons authorised by it at all reasonable times to show the Premises to prospective tenants during the last three months of the Term or to prospective purchasers at any time during the Term.

6

Repairs

Upon receipt of notice from the Landlord to forthwith make good all defects and wants of repair for which the Tenant is responsible hereunder and if the Tenant should not within seven (7) days after the service of such notice proceed diligently with the making good of all defects and the carrying out of such repair then to permit the Landlord to enter upon the Premises and to make good the said defects and carry out such repair. The costs thereof shall be paid by the Tenant and be a debt due from the Tenant to the Landlord and be forthwith recoverable by action.

7

Close windows

To keep all windows and doors of the Premises closed and to permit the Landlord or its servants and agents and others from time to time during the Term to enter upon the Premises for the purpose of closing any doors or windows.

8

Notify Landlord of damage

To notify the Landlord or its agent of any accidents to or defects in the water pipes electrical wires or fittings fixtures or other facilities provided by the Landlord within the  Premises whether or not the Tenant is liable hereunder for the repair of the same forthwith upon the Tenant’s becoming aware (whether actually or constructively) of the same arising.

9

Interior fitting out

9.1

To fit out the interior of the Premises at the Tenant’s expense in accordance with the requirements and provisions set out in the Third Schedule.

9.2

Fitting out works in the Premises to be carried out by the Tenant shall be carried out in accordance with plans drawings and specifications as that have been first submitted under clause 10 below and have been approved in writing by the  Landlord.  Such works shall be carried out in a good and proper workmanlike fashion with good quality materials and with all necessary Government licences permits authorities permissions and consents.

9.3

Upon completion of the fitting out work to the satisfaction of the Landlord, the Tenant shall throughout the Term maintain the Premises in good repair and condition to the satisfaction of the Landlord.  The Tenant will not cause or permit to be made any alteration  variation or addition to the approved interior design or layout of the Premises and may not commence any further fitting out works upon the Premises without the prior written consent of the Landlord.  Any fitting out of the Premises adjoining a common area shall be of a style nature and standard as may be required by the Landlord and the work shall be carried out at the cost of the Tenant.  In carrying out any approved work the Tenant shall obey and cause his servants agents contractors and workmen to obey and comply with all instructions and directions prescribed by the Landlord, the Landlord’s agent, or t he Building Manager of the Building.

9.4

To employ at the Tenant’s expense only such contractors as are nominated by the Landlord from time to time for the purpose of designing and carrying out and installing all the necessary building services and builders’ work as hereinafter defined in the Premises in manner as prescribed by the Landlord or its nominated contractors and in particular to observe and comply with the conditions and requirements as stated in the Tenant’s Fitting-Out Guide.  The expression “building services” means all mechanical and electrical engineering work and arrangements relating to the Premises including but not confined to electrical, plumbing, building automation and fire fighting installations.  The expression “builders’ work” shall mean all renovation works not specified under “building services” including but not confined to light tracks, light t roughs and graphics panels.

9.5

To pay a vetting charge to the Building Manager for its checking of the fitting out plans and inspection of the fitting-out works, and pay the sum demanded by the Building Manager as a refundable deposit as security for any damage to the Building caused as a result of the Tenant’s works and the removal of any debris.

10

Submission of information

1.1

The Tenant shall furnish to the Landlord full details of all specifications, prints, copies and drawings information or materials as and when required by the Landlord and shall cause the same to be delivered to the Landlord’s office.

1.2

The Tenant shall provide the Landlord with the following:-

(a)

Three sets of elevations to describe the space with all electric outlets.

(b)

Three copies of the reflected ceiling plan with a schedule indicating the voltage, type, wattage, quantity and location of outlets for all light fittings and air-conditioning.

(c)

Three copies of the floor plan with partitions.

(d)

Three copies of the office layout prints of all case work including the location of all sockets, switches, fuse box, telephone points, size, weight and location of the safe, if any.

10.3

Prior to the commencement of any works, the Tenant shall furnish the Landlord with the following information :-

(a)

The names and address(es) of the appointed designer/agent for the Premises, the general contractor(s) to be engaged in the construction of the Tenant’s work and the Tenant’s authorised agent/representative.

(b)

The proposed commencement date of the interior decoration works and the estimated date of completion thereof, and the projected date of opening of the Premises for business.

(c)

Office layout drawings in triplicate for the Landlord’s written approval.

11

Inspection by Landlord

To permit the inspection of all Tenant’s work by the Landlord, the Landlord’s Architect and Landlord’s General Contractor from time to time during the period in which Tenant's work aforesaid is being performed.

12

Reimbursement to Landlord

The Landlord shall have the right to perform on behalf of and for the account of the Tenant, subject to reimbursement by the Tenant, any of the Tenant’s work which the Landlord determines shall be so performed. Such work shall be limited to work which the Landlord deems necessary to be done on an emergency basis, work caused by the Tenant’s fault, and work which pertains to structural components, the general utility systems for the Building and the erection of temporary safety barricades and temporary signs during construction.

13

Good repair of interior

To keep all the interior of the Premises, the flooring and interior plaster or other finishing material or rendering to walls floors and ceilings, and the Landlord’s fixtures and additions including the central air-conditioning unit, doors, window, fan coil units, air ductings, electrical installation wiring piping and fittings for light, power and water in good clean, tenantable and proper repair and condition and properly preserved and painted as may be appropriate when from time to time required and to so maintain the same throughout the Term  at the expense of the Tenant and deliver up the same to the Landlord at the expiration or sooner determination of the Term in such repair and the like condition (fair wear and tear excepted) PROVIDED that the Tenant shall reimburse to the Landlord the cost of repairing or replacing any air-conditioning units or other part of the air-conditioning apparatus or installation within the Premises which is damaged or rendered defective due to the act or neglect of the Tenant.

14

Fire fighting and security system

To ensure at all times that all fire alarms, fire fighting equipment, roller shutters and other equipment for security purposes provided by the Landlord are not disrupted, interrupted, damaged or caused to be defective through the act, default or neglect of the Tenant, his servants, agents, licensees or customers. The Tenant may not under any circumstances cover up any hose-reel, break-glass unit or alarm bell.

15

Electrical testing

To test all circuits for shorts and earthing and to balance loads on all panels.

16

Passage of wires pipes cables etc

The Tenant agrees that permanent utility lines may pass through the ceiling cavity of the Premises to service other premises and areas in the Building.

17

Emergency lighting

To provide battery operated type emergency lighting and exit signs in locations within the Premises as required by any codes and regulations, and as deemed necessary by the Landlord.

18

Earthing

To provide earthing within the Premises as required by any codes and regulations from time to time in force.

19

Statutes, codes & ordinances

To comply with all applicable statutes, codes, ordinances and other regulations for all work performed by or on behalf of the Tenant within the Premises and the Landlord’s or the Landlord’s agent’s approval of plans, specifications, calculations or otherwise of the Tenant’s work shall not constitute any implication, representation or certification by the Landlord that the works are in compliance with the said statutes, codes, ordinances, and other regulations.

20

Rules and regulations made by the Building Manager

To observe faithfully and comply strictly with the Building rules and regulations as set out in the Fourth Schedule hereto and such other rules and regulations as the Landlord or the Landlord’s agents or the Building Manager of the Building may from time to time prescribe for the proper management and maintenance of the Premises and the Building. Notice of any additional rules or regulations shall be given in such manner as the Landlord or the Building Manager may elect. Such rules and regulations shall be binding upon the Tenant and shall have the same force and effect as if set out in the body of this Agreement.

21

First class office premises

To fit out, use, manage and otherwise maintain the Premises so as not to prejudice the goodwill and reputation of the Building as first class office premises.

22

Protection from typhoon

To take all reasonable precautions to protect the interior of the Premises against damage by storm or typhoon or the like threats and in particular to ensure any exterior doors and windows are securely fastened upon the threat of such adverse weather conditions.

23

Third party insurance

To effect and maintain throughout the Term insurance cover in respect of the Tenant’s obligations under Section V with a reputable insurance company to the satisfaction of the Landlord and to produce to the Landlord, as and when so required by the Landlord, the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting, in default of which the Landlord shall be entitled (but not obliged) at the Tenant’s expense to effect such insurance cover.  The policy of such insurance shall be in the name of the Tenant and endorsed to show the interest of the Landlord in the Premises and the Building and shall be in such amount as the Landlord may from time to time stipulate and shall contain a clause to the effect that th e insurance cover thereby effected and the terms and conditions  thereof shall not be cancelled modified or restricted without the prior written consent of the Landlord.

24

Insurance of Contents

To be wholly responsible for any loss or damage to property within the Premises including without limitation all furniture fixtures fittings goods chattels samples personal effects contents and to effect with a reputable insurance company adequate insurance cover for the same in their full replacement value against all risks including without limitation those risks perils under circumstances for which the Landlord’s liability is expressly or impliedly excluded under this Agreement.  The Tenant undertakes to produce and make available to the Landlord as and when so required by the Landlord copies of the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting.

25

Cleaning Service charges

To keep the Premises including all windows and lights at all times in a clean and sanitary state and condition. The Landlord shall procure that Best Result Cleaning Services Limited ("Best Result"), the designated sub-contractor of the Landlord, shall provide internal cleaning services ("Cleaning Services") to the Premises at the cost set out in Part II of the Second Schedule hereto ("Cleaning Service Charges"), subject to adjustment as notified by Best Result to the Tenant, payable in advance and in the same manner as the Management  Fee and Air-conditioning Charge (if any) are payable hereunder.  The scope of the Cleaning Services will be available upon request being made to Best Result either directly or through the Landlord.  The Cleaning Service Charges will be collected by the Landlord, as agent for and on behalf of Best Result, in the same w ay and manner as the Management Fee and Air-conditioning Charge (if any) are collected.  The Tenant shall pay the Cleaning Service Charges on or before the first day of each and every calendar month.  No other cleaning contractors for the internal cleaning of the Premises shall be employed by the Tenant without the Landlord's or the Building Manager's prior written consent.

26

Cleaning drains, etc.

In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the Building becoming choked or stopped up owing to the careless or improper use by the Tenant its servants agents licensees invitees the Tenant shall pay to the Landlord the costs incurred in cleaning and clearing the same from obstruction.

27

Replacement of broken windows

To replace or to reimburse the Landlord for the cost of replacing any broken or damaged windows and/or glass panels and fixtures within and/or encompassing the Premises whether the same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond the control of the Tenant.

28

To make good damage

To take good care of the fixtures fittings including but not limited to the central air-conditioning unit and other articles provided by the Landlord within the Premises and to make good and pay for all damage caused by the Tenant its servants or licensees to any of them. The Tenant may not remove any of them from the Premises and shall deliver up the same to the Landlord at the expiration or sooner determination of the tenancy in good condition.

29

Maintenance of sanitary and water apparatus

To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and his servants agents licensees workmen or visitors in good, clean and tenantable repair and condition (fair wear and tear excepted) to the satisfaction of the Landlord and in accordance with the Regulations orby-laws of all Public Health and other Government Authorities concerned or to use in common with others the lavatories and washing accommodations and facilities provided by the Landlord in the Building with care and in proper manner and not to permit or suffer the same to be used in any improper manner or whereby the soil or waste pipes may become impeded or blocked and at all times to indemnify the Landlord against liability for damage  by the escape of water thereby caused to the properties or effects of the tenants or occupiers of the other part of th e Building.

30

Vermin

To take all due precautions to prevent the Premises from becoming infested with insects or vermin. The Tenant shall employ at its own expense such pest extermination contractors as the Landlord may require and at such intervals as the Landlord may direct.  Without prejudice to the aforesaid, in the event of the Premises becoming so infested, the Tenant shall pay for the cost of extermination or deinfestation as arranged or approved by the Landlord and the selected exterminators shall be given full access to the Premises for such purpose.

SECTION IV

RESTRICTIONS AND PROHIBITIONS

1

Breach of Government Lease

Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which constitutes a breach of any of the terms and conditions in the Government Lease or Conditions under which the Premises are held or in contravention of any of ordinances regulations by-laws rules notices requirements or restrictions or prohibitions imposed by any appropriate government authority in connection with the Premises or any trade that is now or may hereafter be declared an offensive trade by any government authority.

2

Breach of Deed of Mutual Covenant, etc.

Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which shall or may amount to a breach of the covenants terms and provisions of the Deed of Mutual Covenant and Management Agreement (if any) relating to the Building so far as they relate to the occupation and use of the Premises and to indemnify the Landlord against all and any breach non-observance or non-performance thereof.

3

Breach of insurance policy

Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the insurance on the Building against loss or damage by fire and/or other insurable perils and/or claims by third parties for the time being in force may be rendered void or voidable or whereby the premium thereon may be increased Provided that if as the result of any act deed matter or thing done permitted or suffered by the Tenant the premium on any such policy of insurance shall be increased the Landlord shall be entitled without prejudice to any other remedy hereunder to recover from the Tenant the amount of any such increase.

4

Subletting and assigning

Not to assign underlet transfer licence share or otherwise part with the possession of the Premises or any part thereof either by way of subletting lending sharing or other means whereby any organization company firm or person or persons not a party to this Agreement obtains the use or possession of the Premises or any part thereof, irrespective of whether any rental or other consideration is given therefor. This tenancy is personal to the Tenant named in this Agreement and without in any way limiting the generality of the foregoing the following acts and events shall, unless previously approved in writing by the Landlord, be deemed to be breaches of this clause:-

4.1

In the case of a tenant which is a partnership, the taking in of one or more new partners whether on the death or retirement of an existing partner or otherwise.

4.2

In the case of a tenant who is an individual (including a sole surviving partner of a partnership tenant) the death insanity or disability of that individual to the intent that no right to use possess occupy or enjoy the  Premises or any part thereof shall vest in the executors administrators personal representatives next of kin trustee or committee of any such individual.

4.3

In the case of a tenant which is a corporation any take-over, reconstruction amalgamation, merger, voluntary liquidation or change in the person or persons who owns or own a majority of its voting shares or who otherwise has or have effective control thereof.

4.4

The giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power obtains the right to use possess occupy or enjoy the  Premises or any part thereof or does in fact use possess occupy or enjoy the same.

4.5

The change of the Tenant’s business name without the previous written consent of the Landlord and in connection with any application for consent under this provision, the Landlord may require the Tenant to produce such evidence as the Landlord may think fit to show that no breach of the provisions of this Clause 4 has taken place or is about to take place.

5

Sale by auction

Not to permit or suffer to be held upon the Premises any sale by auction or sale of a similar nature upon the Premises.

6

Alterations, additions, etc.

6.1

Not to make or permit any alterations or additions (whether or not of a structural nature) to or in the Premises or any part thereof either internally or externally or to any fixtures or fittings or electrical wiring or electrical/mechanical installations or fire-prevention system or air-conditioning system or plumbing and drainage system or building services system or to any item therein nor to pull down, alter or remove any portions of the doors windows partitions or fittings of the Premises without the prior written consent of the Landlord.

6.2

Not to change or in any way to alter the appearance of the standard entrance doors provided by the Landlord for access to and egress from the Premises without having first obtained the written consent of the Landlord therefor.

6.3

Not to install additional locks bolts or additional fittings to the entrance doors of the Premises  or in any way to cut or alter the same without having first obtained the written consent of the Landlord therefor.

6.4

Not to install set up or affix or permit to be installed set up affixed in or upon the Premises or any part thereof in any manner whatsoever any engine machinery or mechanical device or plant or air-conditioning or heating system.

7

Disfigure structures, fixtures, etc.

Not to damage or disfigure any structures fixtures, canopies decorations, installations outside the Premises including central air-conditioning unit, mail chutes, refuse chutes, halls, passages, drainage walls, walls, partitions, ceilings, and to pay on demand to the Landlord the costs and expenses incurred by the Landlord in repairing or making good such damage or cleaning the same.

8

Installation in or damage to common areas

Not to lay, install, affix or attach any wiring, cables or other article or thing whatsoever in or upon any areas or parts of the Building in common use or in any place which is not hereby exclusively let to the Tenant nor to damage injure or deface any part of the fabric or walls or roof of the Building or of the common areas stairs and lifts and other facilities of the Building.

9

Signs

9.1

Not to affix, erect, attach, exhibit, display or permit or suffer so to be done upon any part within or on the exterior or at the show windows (if any) of the Premises or to or through any windows thereof any writing sign decoration signboard notice advertisement placard neon light or other device (whether illuminated or not) which may be visible from outside the Premises except that the name of the Tenant (or any new name of the Tenant as approved by the Landlord under Clause 4 of Section IV) and the nature of the trade or business carried out thereon may be displayed on the Directory Boards provided by the Landlord but only in such form and place and character as shall be first approved by the Landlord, and the costs thereof shall be borne by the Tenant solely.

9.2

The Landlord or its authorised agents shall have the right and at the cost and expense of the Tenant to remove, relocate and to improve the arrangement of any unauthorised writing, sign, decoration signboard notice advertisement placard neon light or device affixed or put up or displayed without the proper approval of the Landlord or its agents.

10

Floor loading capacity

Not to place any load upon any floor of the Premises in excess of the loading capacity for which the floor is designed. The Landlord reserves the right to prescribe the weight and position of all safes and any heavy articles which must be placed so as to distribute the weight. Business machines and mechanical equipment authorised by the Landlord shall be placed and maintained by the Tenant at the Tenant’s expense in settings sufficient in the Landlord’s judgement to absorb and prevent vibration noise and annoyance to occupiers of the other portions of the Building.

11

Freight lift carrying capacity

Not to place any heavy machinery goods raw materials or articles in any freight lift in excess of the permitted carrying capacity for which the lift is designed.

12

Passenger lift

Not to use or permit to be used the passenger lifts of the Building for the purpose of carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts for such purpose), and to observe the regulations affecting the use of all lifts as indicated therein or intimated by the Landlord or the Building Manager of the Building or its agents from time to time.

13

Nuisance

Not to do or permit to be done in or upon the Premises or any part thereof anything which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord or to any of the tenants or occupiers of any other portion of the Building or of other property in the neighbourhood or in any way affect the reputation of the Building or be contrary to the laws or regulations of Hong Kong Special Administrative Region.

14

Noise

Not to do or permit or suffer to be done upon the Premises or any part thereof any music noise (including sound produced by broadcasting from television, radio and any apparatus or instrument capable of producing or reproducing music and sound) or other act matter or thing whatsoever which may be or become a nuisance or annoyance, or cause damage or disturbance to the Landlord or the owners tenants lessees or occupiers of any adjoining or neighbouring premises.

15

Combustible or dangerous goods

Not to keep or store or permit to be kept or stored in or upon the Premises any arms, ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable dangerous or prohibited goods or materials (as defined in the Dangerous Goods Ordinance (Cap.295) or any legislation replacing the same or any orders or regulations made thereunder).

16

Storage of goods

Not to use the Premises or any part thereof for the purposes of the manufacture of goods and merchandise or for the storage of excessive amount of goods or merchandise other than in quantities consistent with the nature and smooth running of the Tenant’s business.

17

Animals

Not to keep any birds or livestock of any description or any noxious goods or articles on the Premises.

18

Illegal or immoral purposes

Not to use or permit or suffer the Premises to be used or any part thereof for the purpose of gambling in contravention to the Gambling Ordinance or for any illegal or immoral purpose.

19

Preparation of food

Not without the prior written consent of the Landlord to prepare or permit or suffer to be prepared any food in the Premises and not to permit or suffer any unusual or objectionable odours to be produced upon or to permeate from the Premises.

20

Sleeping or domestic use

Not without the Landlord's prior permission in writing, permit any person to remain in the Premises overnight.  Such permission if given shall only be given in order to enable the Tenant to post watchmen to look after the contents of the Premises, which shall not be used as sleeping quarters or as domestic premises within the meaning of the Landlord and Tenant (Consolidation) Ordinance for the time being in force.

21

Obstructions in common areas

Not to encumber obstruct or permit to be encumbered or obstructed with any boxes, packaging, merchandise, rubbish or other articles or obstructions of any kind or nature at any of the entrances, exits, staircases, landings, passages, lifts, escalators, lobbies or other parts of the Building not included in the Premises. In addition to any other remedies which the  Landlord may have hereunder, the Landlord, its servants or agents may without any prior notice to the Tenant remove any such obstruction and dispose of the same as they may think fit without incurring any liability therefor and the Tenant shall on demand pay to the Landlord all costs and expenses incurred in such removal.

22

Movement of heavy machinery

Not to move any safe heavy machinery equipment and freight bulky matter or fixtures in and out of the Building without first obtaining the Landlord’s written consent. The Tenant shall keep the Landlord indemnified against all damages sustained by any person or property and for any damages or monies paid out by the Landlord in settlement of any claim or judgements as well as legal costs incurred in connection therewith and all costs incurred in repairing any damage to the Building or its appurtenances resulting from movement of any heavy machinery equipment freight bulky matter or fixtures. Upon the Tenant requiring to move to and from the  Premises any such items, the Tenant hereby undertakes at all times to use the service lifts provided by Landlord for such purposes and to notify Landlord and arrange with the Landlord a suitable time for such deliveries or remov als to be effected.

23

No incense to be burnt

Not to burn or permit to be burnt incense in the Premises or in any part of the Building.

24

Fire risk

Not to do or permit any act or thing to be done which is likely to cause any fire risk or other hazard in the Building.

25

No loading in parking area

Not to obstruct or otherwise use nor permit any employee agent or licencee of the Tenant to obstruct or otherwise use these areas of the Building allocated to the parking or movement of or access for vehicles or designated as loading/unloading areas otherwise than in accordance with the regulations from time to time made by the Landlord.

26

Use of building name

Not without the previous written consent of the Landlord to use or permit to be used the name/logo or any part of the name/logo of the Landlord or of the Building or any picture representation or likeness of the whole or any part of such name/logo or of the Building or of the Premises in connection with the business or operations of the Tenant or for any purpose whatsoever other than to indicate the address and place of business of the Tenant.

27

Telephone service

Not without the Landlord’s prior written consent to use any telephone service provider other than that designated or approved by the Landlord.

SECTION V

INDEMNITIES

1

Indemnify Landlord

The Tenant shall indemnify the Landlord against all liabilities, claims, demands, actions, proceedings, damages, losses, costs and expenses arising directly  or indirectly from or incidental to the use or occupation of the Premises, the execution of alterations, additions or repairs to the Premises, any non-compliance by the Tenant with its obligations under this Agreement, or any other act, default, neglect or omission by the Tenant, its employees, contractors, servants, agents, licenses, visitors or invitees.

2

Indemnity against loss/damage from interior

Without prejudice to Clause 1 of Section V, the Tenant shall be wholly responsible for any loss damage or injury caused to any person or property caused directly or indirectly through the want of repair of the interior of the Premises or the defective or damaged condition of any part of interior of the Premises or of any of the fixtures and fittings therein or in any way owing to the spread of fire or smoke or the overflow of water from the Premises or any part thereof.

3

Indemnity against Overflow of Water

To be wholly responsible for any loss or damage caused to any person or property caused by or through or in any way owing to the escape or overflow of water from the Premises and to make good the same by payment or otherwise and to indemnify the Landlord against all costs claims demands actions and legal proceedings whatsoever made upon the Landlord by any person in respect of such loss damage or injury and costs and expenses incidental thereto.

SECTION VI

LANDLORD’S OBLIGATIONS

The Landlord hereby agrees with the Tenant as follows:-

1

Quiet enjoyment

To permit the Tenant (duly paying the rent rates Government rent Management Fee and Cleaning Service Charges and observing and performing the terms and conditions herein contained) to have quiet possession and enjoyment of the Premises during the Term without any interruption by the Landlord or any person or persons lawfully claiming through under or in trust for the Landlord.

2

Roof and main structure, etc.

To use its best endeavours or arrange for the Building Manager to use its best endeavours to amend and repair such defects in the roof, main electricity supply cables, main drain pipes, main walls and exterior windows frames of the Building and the lifts and the central air-conditioning system as the Landlord shall discover or as the Tenant or other authorised person or Authority shall notify to the Landlord in writing and to maintain the same in a proper state of repair and condition at the cost of the Landlord PROVIDED that the Landlord shall be entitled to be given a reasonable period of time wherein to view any such defects and to amend and repair the same.

3

Lifts, air-conditioning services, etc.

To use its best endeavours or arrange for the Building Manager to use its best endeavours to maintain and keep the lifts, escalators, air-conditioning system and services  of the Building in a proper state of repair and condition.  

4

Property tax

To pay the Property Tax for the time being payable in respect of the Premises.

5

Maintenance of common parts

To use its best endeavors or arrange for the Building Manager to use its best endeavors to:

5.1

Maintain, light, clean, operate and service all the common parts of the Building;

5.2

Keep the common parts toilets and other parts of the Building for common use clean and in proper condition; and

5.3

Maintain lifts escalators fire and security services equipment air-conditioning plant and other facilities of the Building in proper working order.

6

Directory board

To maintain at the main entrances and in all other places as the Landlord shall deem fit directory boards and to allot space thereon for Tenant’s name to be affixed in such uniform lettering or characters as shall be designated by the Landlord.

SECTION VII

EXCLUSIONS OF LIABILITY

1

The Landlord shall not be liable to the Tenant its servants licensees or invitees in respect of any claim loss (including but not limited to loss of profits) damage or injury to person or property sustained by the Tenant or any such other person caused by or through or in any way owing to :-

1.1

Lifts escalators and other services

any defect in or breakdown or suspension of the lifts escalators fire fighting detection system water sprinkler equipment central air-conditioning system or other facilities of the Building or any of them; or

1.2

Electricity supply

any failure malfunction explosion or suspension of the electricity supply to the Building or the Premises; or

1.3

Fire overflow of water and vermin

fire or the overflow or leakage of water including rain, storm or sea water from anywhere within the Building or the influx of water including rain, storm or sea water into the Building or the Premises or the escape of fumes, smoke, fire or to activity of termites pests rats or other vermin in the Building; or

1.4

Typhoon

in respect of loss or damage caused by through or in anywise owing to any typhoon; or

1.5

Water sprinklers

any use of water sprinkler devices or their coming into operation whether by intentional operation or as a result of mechanical failure or malfunction; or

1.6

Services

the adequacy or otherwise of any of the management services (including security) rendered by the Landlord and/or the Building Manager or the Cleaning Services rendered by Best Result or the failure to render the same or the suspension or interruption thereof for whatever reason;

nor shall the Rent or Management Fee and Cleaning Service Charges or service charge or any part thereof cease to be payable other than in the circumstances set out in Section VIII.

SECTION VIII

ABATEMENT OF RENT

1

Abatement

1.1

If the Premises or the Building or any part thereof shall at any time during the Term be destroyed or damaged or become unfit for occupation not due to any default of the Tenant but owing to fire flooding storm typhoon defective construction white ants earthquake subsidence of the ground or any calamity beyond the control of the Landlord and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of policy moneys refused in whole or in part in consequence of any act or default of the Tenant or if at any time during the continuance of this tenancy the Premises shall be condemned as a dangerous structure or a demolition order or a closing order shall become operative in respect of the Premises the rent hereby reserved or a proportionate part thereof according to the extent and duration of the damage sustained shall be suspended until the Premises sha ll again be rendered fit for occupation and use.

1.2

The Landlord shall be under no obligation to repair or to reinstate the Premises if by reason of the condition of the same or any local Regulations or other circumstances beyond the control of the Landlord it is not practicable or reasonable to do so.

1.3

If the whole or substantially the whole of the Premises are not repaired or reinstated within three months from the occurrence of such event or the order either the Landlord or the Tenant shall have the right thereafter to determine this Agreement by giving one month’s notice in writing to the other, whereupon everything herein contained shall determine as from the date of the expiry of such notice but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of the agreements stipulations terms and conditions herein contained or of the Landlord in respect of the rent payable hereunder prior to the coming into effect of the cessation of the liability to pay rent.

SECTION IX

DEFAULT

It is hereby further expressly agreed and declared as follows:-

1

Default

If the Rent or other charges or additional outgoings with interest thereon (if any) hereby reserved or any part thereof shall be in arrears at any time after the due date (whether formally demanded or not) or if there shall be any other breach or non-performance of any of the covenants stipulations conditions or agreements herein contained and on the part of the Tenant to be observed or performed or if the Tenant shall become bankrupt or being a corporation go into liquidation whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction) or if a receiver or a receiver and manager is being appointed against all or any of the asset or business of the Tenant or if any petition shall be filed for the winding up of the Tenant or if the Tenant shall otherwise become insolvent or enter into any arrangement or composition for the benefit of the Tenant’s creditor(s) or shall suffer any distress or execution to be levied upon the Premises or otherwise on the Tenant’s goods or effects or if the Tenant persistently fails to pay the Rent or any payments hereby stipulated and when due, then and in any such case it shall be lawful for the Landlord or any person duly authorised in that behalf at any time thereafter to re-enter into and upon the Premises or any part thereof in the name of the whole whereupon this Agreement shall absolutely determine and the deposit paid as hereinafter mentioned shall be absolutely forfeited to the Landlord as and for liquidated damages and not as penalty but without prejudice to any right of action by the Landlord in respect of any outstanding breach or non-observance or non-performance by the Tenant of any of the terms of this Agreement and the Landlord shall be entitled to recover from the Tenant all loss and damage it sustains as a direct or indirect result of such early determination.

2

Service of notice

A written notice served by the Landlord on the Tenant or left at the Premises, to the effect that the Landlord thereby exercises the power of re-entry, shall be a full and sufficient exercise of such power without actual entry on the part of the Landlord.

3

Acceptance of rent

The acceptance of any rent by the Landlord hereunder shall not be deemed to operate or be regarded by the Tenant as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach or non-observance or non-performance by the Tenant of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed and performed.

4

Interest

Without prejudice to the right of the Landlord to exercise any other right or remedy (including the right of re-entry) exercisable under the terms of this Agreement, in the event of default in payment of Rent and/or any charges payable hereunder or any part thereof on its due date, the Tenant shall further pay to the Landlord on demand interest on the amount in arrears at the rate of 1.5% per month calculated from the date on which the same became due for payment until the date of payment as liquidated damages and not as penalty.

5

Act of employees, etc.

For the purpose of these presents any act default neglect or omission on the part of any guest visitor servant contractor employee agent invitee or licensee of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.

6

Distraint

In addition to Rent any amounts falling due under this Agreement may be recovered by distress as rent in arrears.  For the purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) and of these presents, the Rent payable in respect of the Premises and other amounts recoverable by distress as rent in arrears shall be and be deemed to be in arrears if not paid in advance at the times and in the manner hereinbefore provided for payment thereof. All costs and expenses of and incidental to distraint shall be paid by the Tenant on a full indemnity basis and shall be recoverable from it as a debt.

7

Recovery of Landlord's expenses

The Tenant shall pay to the Landlord on an indemnity basis all costs fees charges disbursements and expenses (including without prejudice to the generality of the foregoing those payable to counsels solicitors (on a solicitor-and-own client basis) surveyors architects and bailiffs) incurred by the Landlord in relation or incidental to or in respect of :

(a)

the preparation and service of a notice under Section 58 of the Conveyancing and Property Ordinance (Cap.219), notwithstanding forfeiture is avoided otherwise than by relief granted by the Court; and

(b)

the Tenant’s non-observance or non-performance of the terms of this Agreement and/or the Landlord’s exercise of its rights and powers under this Agreement, including but not limited to recovery of rent and the Landlord’s exercise of its right of re-entry.

SECTION X

GENERAL

1

Yield Up Premises And Handover

1.1

(a)

The Tenant shall yield up the Premises with all keys giving access to all parts of the Premises with all fixtures fittings and additions therein and thereto at the expiration or sooner determination of this Agreement in good clean and tenantable repair and condition in accordance with the stipulations herein contained.

(b)

Where the Tenant has made any alterations or installed any fixtures or additions to the Premises whether with or without the Landlord’s consent, the Landlord may at its discretion require the Tenant to reinstate, remove or do away with such alterations fixtures or additions or any part or portion thereof and thereafter make good and repair in a proper and workmanlike manner any damage to the Premises and the Landlord’s fixtures and fittings therein as a result thereof before delivering up the Premises to the Landlord.

(c)

If required by the Landlord, the Tenant shall at its own cost remove or do away with all alterations fixtures or additions to the Premises whether the same were made by the Tenant or not, and make good and repair in a proper and workmanlike manner any damage to the Premises as a result thereof and deliver the Premises to the Landlord in a bare-shell condition upon the expiration or sooner determination of this Agreement.

(d)

Should the Tenant fail to remove any fixtures or additions and reinstate the Premises as required by the Landlord as aforesaid, the Landlord shall be entitled at its sole discretion to remove the said fixtures or additions and reinstate the Premises at the sole expense of the Tenant and the cost thereof shall be a debt due from the Tenant to the Landlord and be recoverable forthwith by action.

1.2

The Tenant hereby irrevocably appoints the Landlord as its agent with authority to enter upon the Premises and to deal with at the Tenant’s risk and expense any of the Tenant’s effects left on or about the Premises for more than five days after the expiry of the Term or its determination (howsoever arising or occasioned) to the intent that the Landlord may without liability to the Tenant dispose of or destroy or otherwise deal with the same as the Landlord shall think fit.  In the event that the Landlord is unable to gain access to the Premises, the Tenant expressly confirms that the Landlord as its agent may use any means (including the use of force) to effect entry upon the Premises.

2

No excuse for non-payment of rent

This Agreement and the obligation of the  Tenant to pay rent and other sums due hereunder and to perform the Tenant’s obligations hereunder shall in no way be affected impaired or excused because the Landlord is unable due to circumstances beyond its control to fulfil any of its obligations under this  Agreement or to supply or is delayed in supplying any service expressly or implied to be supplied or is unable to make or is delayed in making any repair additions alterations or decoration or is unable to supply or is delayed in supplying any equipment or fixtures if the Landlord is prevented or delayed from so doing by reason of strike labour shortage of materials or any outside cause whatsoever or by reason of any order or regulation of any department of the Government of Hong Kong Special Administrative Region.

3

Condonation not a waiver

3.1

No condoning, excusing or overlooking by the Landlord of any default, breach or non-observance or non-performance by the Tenant at any time or times of any of the covenants agreements stipulations terms and conditions herein contained shall operate or be regarded by the Tenant as a waiver of the Landlord’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non- performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord, unless expressed in writing and signed by the Landlord.

3.2

Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and shall in no way be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future, unless expressly so provided.

4

Approval of Landlord

The Landlord and its authorised agents shall have absolute discretion in granting or refusing any approval sought by the Tenant hereunder and any approval if granted may be subject to such conditions as the Landlord or its agents think fit.  No approval by the Landlord is valid unless it is in writing and is signed and dated by the Landlord or its authorised agent.

5

Re-letting notice

During the three (3) months immediately preceding the determination of the Term the Landlord shall be at liberty to affix and retain without interference upon any external part of the Premises a notice for re-letting the same.

6

Service of notices

Any notice required to be served hereunder shall be sufficiently served on the Tenant if delivered to it by post or left addressed to it at the Premises or at its last known address in Hong Kong Special Administrative Region and shall be sufficiently served on the Landlord if sent to it by post or delivered to it at the address given herein or any other address which the  Landlord may notify to the Tenant from time to time.  A notice sent by post shall be deemed to have been given at the time when in due course of post it would be delivered at the address to which it is sent.

7

Legal costs

The Landlord's solicitors' legal costs (calculated at full scale), disbursements and other legal expenses in connection with the preparation and signing of this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.  Should the Tenant engage a separate firm of solicitors to act on its behalf then each party shall pay its own solicitor's costs.

8

Stamp duty

The stamp duty upon this Agreement and its counterpart, the Land Registry registration fees (if any), the ratification fee (if any) and all other disbursements in connection with this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.

9

No premium or fine

The Tenant hereby expressly admits and declares that no premium or fine or other consideration or key money has been paid to the Landlord by the Tenant for the creation of this tenancy.

10

Exclusion of Warranty as to use

Nothing in this Agreement or in any consent granted by the Landlord under this Agreement shall imply or warrant that the Premises may be used for the purpose authorised in this Agreement. In the event that the  Government or any competent authority serves notice prohibiting the use of the Premises in the manner permitted hereunder the Tenant shall forthwith comply with the notice failing which the Landlord shall be entitled to terminate this Agreement by one month’s notice or such shorter notice as may be required or as the parties may agree.  On the expiration of the Landlord’s notice, this Agreement shall terminate but without prejudice to either party’s claim against the other in respect of any antecedent breach of this Agreement.

11

Entire Agreement

1.1

This Agreement  supersedes any and all previous agreements between the parties hereto, and constitutes the entire agreement. Any representations, warranties, statements or agreements, whether orally or in writing, heretofore made relating to any of the matters referred to herein are hereby expressly negated and excluded unless hereafter otherwise agreed or confirmed by the parties in writing.

1.2

In the event of any inconsistency between the terms of this Agreement and the terms of any documents referred to herein (including any Appendices attached hereto), the terms of this Agreement shall prevail.

12

Outstanding obligations

Any outstanding obligations on the part of the Tenant to be observed and performed under the Offer Letter and/or the Agreement for Tenancy Agreement (if any) pursuant to which this Agreement is entered into shall continue to be in force and shall not merge with this Agreement unless the Landlord shall otherwise stipulate.

13

Sales and Redevelopment

0.1

Notwithstanding any provision to the contrary contained in this Agreement, if at any time during the Term the Landlord shall decide to redevelop, renovate, refurbish or redesign the Building or any part thereof (which decision shall be sufficiently evidenced by a certified true copy of the relevant Board Resolution of the Landlord) or shall sell assign or enter into any agreement for the sale or assignment of the whole or any part of the Building which includes the Premises, the Landlord shall be entitled to give six (6) calendar months’ notice in writing to the Tenant to determine this Agreement and at the expiry of such notice everything herein contained shall cease and be void and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord.

0.2

The Tenant shall not be entitled to claim against the Landlord for any compensation for the loss of goodwill or business, damages or any costs and expenses incurred by the Tenant whatsoever but any such termination shall be without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any terms or stipulations herein contained.  

0.3

The expression “Landlord” in this clause shall include the Landlord’s successors in title and this clause shall enure for the benefit of the Landlord’s successors in title.

0.4

It is also agreed and declared notwithstanding any other provision herein and notwithstanding any law to the contrary the Tenant’s option right(s) (if any) shall be extinguished and determined upon the service of the said notice of termination whether such rights shall have been exercised by the Tenant or not.

0.5

The Tenant shall not be entitled to any claim against the Landlord for any damages or compensation or any relief  against such extinguishment and determination of its option right(s).

14

Confidentiality

0.1

Each party shall take every reasonable precaution to ensure that its agents, officers or employees and in addition, in the case of the Tenant, its Contractors, solicitors and other professional advisers do not:-

(a)

disclose any term of this Agreement; or

(b)

disclose or use any information acquired in connection with this Agreement or acquired in connection with the negotiations leading up to it save when necessary for the performance of that party’s obligations under this Agreement or as the other party may first agree in writing.

14.2

(a)

This clause will not operate as to prevent a disclosure which a legal adviser to the party concerned has advised that, in his professional opinion, the party (or any of its officers or employees) is obliged to make under compulsion of law or regulation, unless such compulsion is pursuant to a legal obligation voluntarily undertaken by that party.

(b)

Any disclosure by the Landlord made pursuant to any ordinance or subsidiary legislation binding on the Landlord shall not require the consent of the Tenant [or the Guarantor]

14.3

This clause shall not operate so as to prevent a disclosure which is made for a proper

purpose:-

(a)

To a public authority under compulsion of law;

(b)

To a court of law in Hong Kong Special Administrative Region or elsewhere or otherwise in any legal proceeding;

(c)

To the auditors of, or any lawyer or professional person being under a duty of confidentiality in acting for that party, or when advising a party as to the performance of its obligations under this Agreement, or otherwise in connection with this Agreement.

(d)

To banks and / or financial institutions for the purposes of the Landlord’s raising finance and / or refinancing, extending or renewing indebtedness, whether incurred in connection with the lot, the Premises or otherwise;

(e)

In connection with the fulfillment of any rules, regulations or other requirements of any stock exchange or any relevant regulatory authority.

15

Discontinuance of Cleaning Services

If the Cleaning Service Charges shall be in arrears for more than fifteen (15) days the Landlord shall notify Best Result who may thereafter at its discretion suspend or discontinue the provision of Cleaning Services to the Premises until such default or breach has been rectified and the Landlord shall not incur any liability to the Tenant for any loss or damage suffered by the Tenant as a result thereof.  The rights and remedies given to the Landlord under this Clause shall be deemed cumulative remedies and shall not prejudice any right of action or any remedy of the Landlord for the recovery of any Cleaning Service Charges due to the Landlord from the Tenant.

16

Reservation of rights

The Landlord reserves the right, exercisable at any time or times: -

16.1

To install or erect at the entrances passages passageways doorways corridors landings staircases lobbies or other public parts of the Building, counters, showcases or light boxes and to change the arrangement and/or location of entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets or other public parts of the Building or any service or apparatus serving the Building.

16.2

To change the name or description of the Building or any part thereofPROVIDED that in such event, the Landlord shall give to the Tenant and the Postal and other Government Authorities not less than three months’ advance notice in writing of any such proposed change.

16.3

To change the user of any part of the Building for any other purposes (including but not limited to restaurant and/or retail purposes), renovate or refurbish the shopping arcade (if any) or office area (if any) or any part or any area of the Building and to change, alter, amend, vary, add to and re-locate the layout of the shopping arcade (if any) or office area (if any) or any part or any area of the Building including but not limited to the external walls, entrance lobbies, staircases, landings, passages, corridors, toilets, lifts and escalators and to carry out works to effect such change of user, renovation, refurbishment, change, alteration, amendment, variation, addition and re-location and the Tenant shall not be entitled to object to the change of user, renovation, refurbishment, change, alteration, amendment, variation, addition, re-location or any works as aforesaid and shall hav e no right of action or claim for compensation whatsoever in connection with any matters arising from this Clause.

16.4

To make or cause to be made any structural or non-structural alteration or improvement in or addition to entrances landings staircases driveways passages lobbies or any part of the Building in common use, without incurring any liability to make any payment to the Tenant on any account whatsoever.

16.5

To make  introduce, amend, adopt or abolish regulations as it may consider necessary for the management and maintenance of the Building as a first class commercial Building. Such regulations shall be supplementary to the terms and conditions contained in this Agreement and shall not in any way derogate from such terms and conditions. In the event of conflict between such regulations and the terms and conditions of this Agreement the terms and conditions of this Agreement shall prevail.

17

Meaning of “Tenant”

The expression “the Tenant” shall (where the context permits) mean and include the party or parties specifically named and shall not include the executors and administrators of any such party or where such party is a corporation any liquidator or receiver thereof.

18

Responsible for acts of servant, etc.

Any act default neglect or omissions of the agents contractors servants customers or visitors of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.  

19

Special condition(s)

The parties hereto hereby agree that the terms or conditions or matters set out in the Sixth Schedule and the SeventhSchedule hereto shall apply to this Agreement and shall be incorporated as an integral part of this Agreement.

20

Governing law

This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and interpreted in all respects in accordance with the laws of Hong Kong Special Administrative Region and the Tenant  hereby irrevocably submit(s) himself / themselves to the jurisdiction of the courts of Hong Kong Special Administrative Region.

The submission of the Tenant to the jurisdiction of the courts of Hong Kong Special Administrative Region shall not restrict the right of the Landlord to take proceedings against any one or both of them in any other courts having, claiming or accepting jurisdiction over them or any of its/their assets, nor shall the taking of proceedings in any one or more jurisdictions(s) preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

Any action or proceedings against the Landlord may be taken in no jurisdiction other than that of the courts of Hong Kong Special Administrative Region.

1

OFFICETA

Revised 06/01/2006

THE FIRST SCHEDULE ABOVE REFERRED TO

PART  I

LANDLORD

:

HUNG FOOK DEVELOPMENT LIMITED whose registered office is situate at 12^th Floor, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (“Landlord” which expression shall include its successors and assigns).

TENANT

:

VAST OPPORTUNITY LIMTIED whose registered office is at Room 1217, 12th Floor, The Metropolis Tower, 10 Metropolis Drive, Hunghom, Kowloon, Hong Kong (“Tenant”)

PART  II

Premises

:

TENTH FLOOR  of  NEW YORK HOUSE (“the Building”) at 60 Connaught Road Central, Hong Kong (the said Unit for the purpose of identification only is shownand coloured Pink on the Floor Plan annexed hereto)

PART  III

Term

:

For the term of Two year(s) commencing on the29th day of May 2006

and expiring on the 28th day of May 2008 (both days inclusive).

PART  IV

User

:

Restricted to use by the Tenant as office premises only and for no other purpose whatsoever.

PART  V

Deposit

:

The sum of Hong Kong Dollars FORTY NINE THOUSAND SIX HUNDRED AND FORTY SEVEN ONLY (HK$ 49,647.00) (equivalent to 3 months’ rental and 3 months’ Management Fee and Cleaning Service Charges and rates and Government rent]) payable to the Landlord on or before the signing of this Agreement.

2

OFFICETA

Revised 06/01/2006

THE SECOND SCHEDULE ABOVE REFERRED TO

PART  I

PARTICULARS OF RENT

(1)

The rent payable during the Term shall be Hong Kong Dollars TWELVE THOUSANDTWO HUNDRED AND TEN Only (HK$12,210.00 ) each calendar month payable in advance on the first day of each calendar month (without any deduction or set-off).

(2)

The rent is exclusive of rates, Government rent, Management Fee and Cleaning Service Charges and other outgoings.

*(3)

 Subject to the Tenant's due observance and performance of all the conditions contained in this Agreement, the Tenant shall have the following rent free period(s) :

Sixty one (61) days from 29/5/2006 to 28/7/2006

During any rent free period the Tenant shall continue to pay the Management Fee Cleaning Service Charges, rates and Government rent and all other outgoings payable.

PART  II

PARTICULARS OF CHARGES

Management Fee and Air-Conditioning Charge :  HK$ 3,774.00 per calendar month (subject to revision pursuant to Clause 1.5 of Section III).

Cleaning Service Charges : HK$300.00 per calendar month (subject to revision pursuant to Clause 25 of Section III.

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OFFICETA

Revised 06/01/2006

THE THIRD SCHEDULE ABOVE REFERRED TO

FITTING OUT REQUIREMENTS

The Tenant shall :-

(a)

Provide electrical light fittings and a ceiling of non-combustible material approved by the Landlord save that no combustible material will be permitted above the ceiling. If the Tenant requires any extension or relocation of the sprinkler heads and/or the smoke detectors and other fire services equipment installed by the Landlord, the cost of such work will be paid by the Tenant.

(b)

Provide vertical window blinds, tracks and fittings at the Tenant’s expenses.

(c)

Paint and decorate the interior of the Premises to the satisfaction of the Landlord.

(d)  

Furnish and install floor fill and floor finishes. PVC tiles shall not be used unless approved by the Landlord.

(e)

With the relevant plan showing all the details including but not limited to the gauge of wire, etc. duly approved in writing in advance by the Landlord, apply for the electricity water meters from the relevant authorities, complete all electrical and mechanical installations (heating, lighting system, ventilation, air-conditioning, sub-main cable, wiring, plumbing, drainage and fire services) for the purpose of providing electrical mechanical and drainage services to and within the Premises PROVIDED that the reinstatement of the ceiling or any part of the common area damaged by or removed during the connecting of electricity to the Premises shall be carried out by the Landlord’s nominated contractor at the Tenant’s expense.

(f)

Furnish and install or arrange for the installation of telephones as well as other Tenant’s requirements within the Premises together with such meters as are necessary to measure the Tenant’s consumption thereof and to employ only the contractors nominated or approved by the Landlord for such purposes.

(g)

Furnish, install, support and connect all lighting fixtures, including lamps, switches and wiring, save that in the case of support involving cutting into structure prior written approval of the Landlord will be required and in all instances only the contractor designated by the Landlord shall be used.

(h)

Install such fire extinguishers or other means of fire-fighting equipment inside the Premises as may be required from time to time by all relevant Ordinances and regulations of the Government of Hong Kong Special Administrative Region.

4

OFFICETA

Revised 06/01/2006

THE FOURTH SCHEDULE ABOVE REFERRED TO

BUILDING RULES AND REGULATIONS

(a)

Plumbing fixtures shall be used only for the purposes for which they were constructed. No sweeping rubbish rags or other alien substance shall be deposited therein. All costs for making good damages resulting from any misuse of the plumbing fixtures shall be borne by the Tenant.

(b)

Unless with the written consent of the Landlord, no tenant may drill into or in any way deface any part of the Premises or the Building.

(c)

Unless with the written consent of the Landlord, and such consent will not be usually granted, no flagpoles or aerials shall be erected,  and no flags may be flown from windows or elsewhere in or upon the Building.

(d)

The loading and unloading of goods shall be carried out in such manner and within such times as from time to time be designated by the Landlord.

(e)

Canvassing and peddling in the Building are prohibited.

(f)

No tenant shall cause or permit any noise which is or may be a nuisance or annoyance to the occupants of other portions of the Building.

(g)

No animals or pets may be kept in the Premises or the Building.

(h)

No security organization shall be employed by Tenant without the Landlord’s prior consent.

(i)

No film or movies shooting relating to the Building is permitted unless the prior written consent from the Landlord is obtained.

(j)

No person is allowed to sit, loiter or sleep on public passages, staircases or shopfronts.

(k)

Save and except where the Premises are let for the express purpose of a Food or Beverage outlet or restaurant, the preparation of food in the Premises is expressly prohibited save with the Landlord’s prior permission in writing.

(l)

No person may place or leave any rubbish in the entrances or any of the staircases, corridors, passages or landings of the Building used in common.

(m)

No person may permit or suffer any sale by auction to be held upon the Premises.

5

OFFICETA

Revised 06/01/2006

THE FIFTH SCHEDULE ABOVE REFERRED TO

NORMAL AIR-CONDITIONING SUPPLY HOURS

N/A

6

OFFICETA

Revised 06/01/2006

THE SIXTH SCHEDULE ABOVE REFERRED TO

SPECIAL CONDITION(S)

1.

The Tenant shall  pay to the Landlord such handling charge as the Landlord shall determine in its absolute discretion from time to time during the Term for considering  the Tenant’s fitting out plans and specifications and inspecting the fitting out works carried out or to be carried out in the Premises.

2.

The Tenant shall pay and discharge any temporary electricity charges incurred during the fitting out period as demanded by the Building Manager.

3.

The Tenant shall pay a sum, as demanded by the Landlord or the Building Manager of the Building as a fitting out and decoration deposit before commencing to fit out the Premises.  Such sum shall be refunded to the Tenant without interest subject to any necessary deductions, upon completion of the decoration works.

4.

From time to time as necessary and upon completion of the fitting out work in the Premises, the Tenant shall at its own expense remove all debris and rubbish resulting from such fitting out work to the location designated by the Landlord or the Building Manager or their authorised agents in an orderly and proper manner.

5.

Before taking possession of the Premises, the Tenant shall pay to the Landlord the following:

(a)

Rent from 29/7/2006 to 31/8/2006

HK$  13,961.61

(b)

Management fee from 29/5/2006 to 30/6/2006

HK$    4,106.32

(c)

Cleaning Service Charges from 29/5/2006 to 30/6/2006

HK$       329.03

(d)

Rates from 29/5/2006 to 30/6/2006

HK$       320.93

(e)

Fitting Out Deposit

HK$    1,000.00

HK$  19,147.89

===========

6.

Subject to the Tenant's due execution of this Agreement and payment of all sums required, vacant possession of the Premises in an "as is" condition shall be delivered to the Tenant.  

THE SEVENTH SCHEDULE ABOVE REFERRED TO

Save for the works listed below the Premises shall be handed over to the

Tenant in the state and condition as it is

(1)

Landlord will provide and lay new wall to wall carpet to the Premises, provided that the specification of the carpet shall be determined by the Landlord at its sole discretion.

(2)

Landlord will replace the deteriorated ceiling tiles and ceiling grids.

7

OFFICETA

Revised 06/01/2006

AS WITNESS the hands of the parties hereto the day and year first above written.

SIGNED by

)

)

for and on behalf of Sino Real Estate

)

Agency Limited as agent for the

)

Lanlord for the sole purpose of

)

Execution of this Agreement whose

)

Signature is verified by :-

)

SIGNED by the Tenant in the

)

)

for and on behalf of the Tenant in the

)

presence of  :-

)

R E C E I V E D the day and year first above

)

written of and from the Tenant the sum of

)

HONG KONG DOLLARS FORTY NINE

)

THOUSAND SIX HUNDRED AND FORTY

)

SEVEN ONLY being the above mentioned deposit

)

to be paid by the Tenant to the Landlord

)

HK$49,647.00

8

OFFICETA

Revised 06/01/2006

Dated the    29^th       day of                 2006

HUNG FOOK DEVELOPMENT LIMITED]

and

VAST OPPORTUNITY LIMITED

***********************************************

TENANCY AGREEMENT

of

1OTH FLOOR of

NEW YORK HOUSE

Hong Kong

***********************************************

Raymond T. Y. Chan, Victoria Chan & Co.,

Solicitors,

3^rd Floor, Crocodile House I,

50 Connaught Road Central,

Hong Kong

Ref. No. : JCL/RPT/NYH/05/5995-011/dl

OFFICE

CV\LIYU\ .. \02723741.doc

EX-5

EXHIBIT 5.1  CONSENT OF JOSEPH L. PITTERA, ESQ.

Law Offices of Joseph L. Pittera

2214 Torrance Boulevard

Suite 101

Torrance, California 90501

Telephone (310) 328-3588

Facsimile (310) 328-3063

E-mail: evlam2000@aol.com

November 12, 2007

Board of Directors

Asia Document Transition, Inc.

Hong Kong,  China

Re: Form SB-2 Registration Statement

      6,150,000 shares of Common Stock at $0.10 per share

Gentlemen:

We have reviewed the Articles of Incorporation and amendments thereto, By-Laws, corporate proceedings and other documents of Asia Document Transition, Inc. (the “Company”) and based upon the foregoing it is our opinion that the securities being registered with the Securities and Exchange Commission pursuant to the Form SB-2 Registration Statement filed with this Opinion as Exhibit 5.1 will when sold, be legally issued, fully paid and non-assessable.

No consents, approvals, authorizations or orders of agencies, officers or other regulatory authorities are necessary for the valid authorization, issuance or sale of the shares hereunder, except as such may be required under the Securities Act of 1933, as amended, or state securities, or Blue Sky laws.

We consent to the filing of this opinion as an exhibit to the aforesaid Registration Statement and further consent to the reference made to us under the caption “Legal Matters” in the Prospectus constituting a part of such Registration Statement.  Nothing contained herein shall be considered an omission that we are deemed an expert within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

Law Offices of Joseph L. Pittera

By:

/s/  Joseph Pittera Esq.