UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
x
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007
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OR
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o
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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FOR
THE TRANSITION PERIOD FROM _______
TO ___________
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COMMISSION
FILE NO. 001-33956
ASIA
TIME CORPORATION
(
Exact
Name Of Registrant As Specified In Its Charter
)
Delaware
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20-4062619
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Room
1601-1604, 16/F., CRE Centre
889
Cheung Sha Wan Road, Kowloon, Hong Kong
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
:
(852)-23100101
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title
of Each Class
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|
Name
of Each Exchange on Which Registered
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Common
Stock, $0.0001 par value
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American
Stock Exchange
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SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant
to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form 10-K.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
x
|
Smaller
reporting company
o
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|
(Do
not check if a smaller
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|
reporting
company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
o
No
x
The
registrant’s common stock commenced trading on the American Stock Exchange on
February 12, 2008. The aggregate market value of the registrant's issued
and
outstanding shares of common stock held by non-affiliates of the registrant
as
of March 3, 2008 (based on the price at which the registrant’s common stock was
last sold on such date) was approximately $24,449,363.
There
were 24,684,649 shares outstanding of the registrant’s common stock, par value
$.0001 per share, as of March 15, 2008. The registrant’s common stock is listed
on the American Stock Exchange under the ticker symbol “TYM.”
DOCUMENTS
INCORPORATED BY REFERENCE: None.
Explanatory
Note
:
This
Form 10-K/A for is being filed to complete Part III of Form 10-K filed with
the
Securities and Exchange Commission on March 31, 2008 (the “Original Filing”) and
fully comply with all required information pursuant to Regulation S-K and
Section 13 or 15(d) of the Securities Exchange Act of 1934. This Amendment
contains only the sections to the Original Filing which are being amended,
and
those unaffected parts or exhibits are not included herein.
ASIA
TIME CORPORATION
TABLE
OF CONTENTS TO ANNUAL REPORT ON FORM 10-K
For
the Fiscal Year Ended December 31, 2007
ITEM
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Page
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PART
III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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1
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Item
11.
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Executive
Compensation
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3
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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9
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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10
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Item
14.
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Principal
Accounting Fees and Services
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12
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PART
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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12
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Signatures
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13
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PART
III
ITEM
10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive
Officers, Directors and Key Employees
The
following individuals constitute our board of directors and executive management
as of April 25, 2008:
Name
|
|
Age
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Position
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Kwong
Kai Shun
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45
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Chief
Executive Officer and Chairman of the Board
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King
Wai Lin
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41
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Chief
Financial Officer
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Michael
Mak
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61
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Director
and Corporate Secretary
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Siu
Po Lee
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39
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Director
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Dr.
Ching Wah Leung
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49
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Director
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Wu
Hok Lun
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51
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Director
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Kwong
Kai Shun
has been
the Chairman of the Board and Chief Executive Officer of our company since
2002.
Mr. Kwong also served as the Chief Financial Officer from 2002 to April 2008.
Mr. Kwong was educated in Hong Kong, receiving a Post-Secondary Diploma in
1983.
He started his career with Wah Kwong Hon Trading Ltd. In 1983; when he left
four
years later, he was sales manager for the optical and eyewear company. He
held
management positions with Zeiss Optical Co. and Wing Hing Optical Co. Ltd.,
which were eyewear and lenses trading companies, for the next four years.
Zeiss
was a public company listed in Germany. In 1991, he founded and served as
Managing Director for Song Lam Industrial Ltd., which was engaged in the
watch
movement trading business, where he developed his network of contacts and
connections throughout China and Southeast Asia. He joined Stanford
International Holdings in 1999 and was part of management of BonusAmerica
and
resigned in 2005.
King
Wai Lin
has
served as our Chief Financial Officer since April 2008. Mr. Lin is a Certified
Public Accountant in Hong Kong and prior to his appointment as an executive
officer of our company, he served as a sole proprietor of accounting services.
From 2003 to 2006, Mr. Lin served as a Senior Manager of Hong Kong Great
Wall
Certified Public Accountant Limited, where he was responsible for tax compliance
and planning, insurance company audits, U.S. initial public offerings (“IPOs”)
and due diligence for mergers and acquisitions in China. Prior to that, he
served as a Manager at Moores Rowland form 2001 to 2003 where he was in charge
of audit advisory for companies listed on the Hong Kong stock exchange,
including Hong Kong IPOs. Mr. Lin also served in senior financial roles at
Deloitte Touche Tohmatsu from 1997 to 2001, and private accounting firms
Kwan
Wong Tan & Fong CPA from 1992 to 1997 and Li Tan Chen CPA from 1989 to 1992.
Mr. Lin received a Certificate of Accountancy in 1991 from the Kwai Chung
Vocational Institute. Mr. Lin is a practicing member of the Hong Kong Institute
of Certified Public Accountants, a member of the Chartered Association of
Certified Accountants and a member of the Hong Kong Taxation
Association.
Michael
Mak
has been
Director of our company since 2005 and has served as corporate secretary
since
2007. Mr. Mak currently serves as President, CEO and a Director of Asia Global
Holdings Corp. (formerly BonusAmerica Worldwide Corp.) (OTCBB: AAGH), an
E-Commerce and direct marketing firm providing online shopping. An independent
entrepreneur, Mr. Mak founded Stanford International Holding Corporation
in 1999
and Asia Global Holdings in 2002. He ran eCommerce, a direct marketing firm,
from 1999 to present. Mr. Mak started his business career after high school
at
Berlin & Company (Hong Kong), a financial company, in 1963 as a foreign
exchange dealer. He was promoted to Manager five years later, and made Associate
Partner in 1972. He managed the organization until 1985 when he immigrated
to
the USA. He subsequently founded and managed the following corporations:
Triwell
International Corporation, 1985 to 2005, an importer and wholesaler of general
merchandise; Unitex Trading Corporation, 1987 to present, a designer and
manufacturer of brand-name leather goods and watches, wholesaling to department
stores and specialties stores throughout North America; and Dingbats Inc.,
1995
to present, a designer and importer of timepieces and licensed watches to
discount stores.
Dr.
Ching Wah Leung (Tony)
has
served as a director of our company since January 2008. Since May 2006, Mr.
Leung has been the General Manager of Techtronics Industries Ltd. From 2002
to
2006, Dr. Leung was an Adjunct Professor at the Graduate School of Engineering
at the University of Bridgeport in Connecticut. Additionally, from June 2000
to
April 2006, Dr. Leung was the Program Manager for Johnson Electric (USA)
Corp.
(OTCBB:JELCY), a provider of motion subsystems and motion components for
automotive and industrial applications. From 1999 to 2000, Dr. Leung served
as
the Senior Factory Manager for Johnson Electric (China) Ltd. Dr. Leung received
a Ph.D. in Manufacturing Strategy from the University of Wales, Swansea in
the
United Kingdom in 1997 and an MBA from the University of Macau in 1986.
Additionally, Dr. Leung has a diploma in Electronics Engineering form the
Hong
Kong Polytechnic University and a diploma in Computer Programming and Internet
Application from the Institute for Computer Studies in Canada.
Siu
Po Lee (Simon)
has
served as a director of our company since January 2008. Since September 2006,
Mr. Lee has served as a lecturer in the Department of Accountancy and Law
at
Hong Kong Baptist University, serving as the Assistant Director of the Centre
for Corporate Governance and Financial Policy since June 2007. From September
1999 to August 2006, Mr. Lee served as an instructor at the School of
Accountancy at the Chinese University of Hong Kong. Since January 2007, Mr.
Lee
has served as a director of Infosmart Group, Inc. (OTCBB: IFSG), a developer
of
recordable digital versatile disc media. Mr. Lee received an M.S. in Computer
Science from the Open University of Hong Kong in 2002, an MBA from the Chinese
University of Hong Kong in 1992, and a B.S. in Physics from the Chinese
University of Hong Kong in 1990.
Wu
Hok Lun (Benson)
has
served as a director of our company since January 2008. Since May 2005, Mr.
Wu
has served as a director of Woo Ping Investments, Ltd. (HK), a real estate
management firm. Since July 2004, Mr. Wu has also served as a director of
Hainan
New Meyer Industry Ltd., China, a manufacturer of motor vehicle lubricants.
Additionally, Mr. Wu has been a director of Hong Kong Kentford Ltd., HK,
a
company involved in the trading of motor lubricant, since March 2003; a director
of Meyer Technology International Ltd., HK, since July 1997; a director of
Meyer
International Ltd., HK, a pharmaceutical exporter since February 1995; a
director of Nidoway Investment Ltd., HK, a pharmaceutical wholesaler and
exporter since August 1992; and a director of Meyer Pharmaceuticals Ltd.,
HK, a
pharmaceutical manufacturer since January 1990. Mr. Wu received a B.S. in
1982
from the School of Pharmacy at Brighton Polytechnic in the United Kingdom
(now
known as the University of Brighton). Mr. Wu is a registered Pharmacist in
Hong
Kong and the United Kingdom.
Family
Relationships
None.
Board
Composition
Subject
to certain exceptions, under the listing standards of the American Stock
Exchange (“AMEX”), a listed company’s board of directors must consist of a
majority of independent directors. Although we are eligible for an exemption
from this requirement because we are considered a “controlled company” pursuant
to Section 801(a) of the AMEX Company Guide as one of our shareholders owns
more
than 50% of our voting power, we have a majority of independent directors.
Our
Board of Directors has determined that three of the five members of our Board
of
Directors are independent under the listing standards of AMEX, as follows:
Siu
Po Lee, Dr. Ching Wah Leung, and Wu Hok Lun.
Audit
Committee
We
established our audit committee in January 2008. The audit committee consists
of
Siu Po Lee, Dr. Ching Wah Leung, and Wu Hok Lun, each of whom is an independent
director. Siu Po Lee is an “audit committee financial expert” as defined under
Item 407(d) of Regulation S-K. The purpose of the audit committee is to
represent and assist our board of directors in its general oversight of our
accounting and financial reporting processes, audits of the financial statements
and internal control and audit functions. The audit committee’s responsibilities
include:
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•
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The
appointment, replacement, compensation, and oversight of work of
the
independent auditor, including resolution of disagreements between
management and the independent auditor regarding financial reporting,
for
the purpose of preparing or issuing an audit report or performing
other
audit, review or attest services.
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•
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Reviewing
and discussing with management and the independent auditor various
topics
and events that may have significant financial impact on our company
or
that are the subject of discussions between management and the
independent
auditors.
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Our
Board
of Directors does not maintain a separate nominating or compensation committee.
Functions and duties customarily performed by such committees are performed
by a
majority of our independent directors in compliance with the requirements
for
listing on AMEX. Such responsibilities include:
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The
design, review, recommendation and approval of compensation arrangements
for our directors, executive officers and key employees, and for
the
administration of any equity incentive plans, including the approval
of
grants under any such plans to our employees, consultants and
directors.
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•
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The
review and determination of compensation of our executive officers,
including our Chief Executive
Officer.
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•
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The
selection of director nominees, the approval of director nominations
to be
presented for shareholder approval at our annual general meeting
and
filling of any vacancies on our board of directors, the consideration
of
any nominations of director candidates validly made by shareholders,
and
the review and consideration of developments in corporate governance
practices.
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Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers to
file
reports of holdings and transactions in our stock with the SEC. Based on
a
review of written representations from our executive officers and directors,
we
believe that during the fiscal year ended December 31, 2007, our directors,
officers and owners of more than 10% of our common stock complied with all
applicable filing requirements.
Code
of Business Conduct and Ethics
Our
board
of directors has adopted a code of ethics, which applies to all our directors,
officers and employees. Our code of ethics is intended to comply with the
requirements of Item 406 of Regulation S-K. Our code of ethics is posted
on our
Internet website at
www.asiatimecorp.com
.
We will
provide our code of ethics in print without charge to any stockholder who
makes
a written request to: Corporate Secretary, Asia Time Corporation, Room
1601-1604, 16/F., CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong Kong.
Any
waivers of the application and any amendments to our code of ethics must
be made
by our board of directors. Any waivers of, and any amendments to, our code
of
ethics will be disclosed promptly on our Internet website.
ITEM
11.
EXECUTIVE COMPENSATION
Compensation
Discussion and Analysis
Prior
to
the Share Exchange on January 23, 2007, we were a “blank check” shell company
that was formed to investigate and acquire a target company or business seeking
the perceived advantages of being a publicly held corporation. The officers
and
directors of our company prior to the Share Exchange are no longer employed by
or affiliated with our company. Richard Rappaport and Anthony Pintsopolous,
our
President and Chief Financial Officer, respectively, during 2006 prior to
Share
Exchange, received no compensation or other perquisites for serving in such
capacity.
Our
Chief
Executive Officer and Chairman of the Board, Kwong Kai Shun, determined the
compensation for our current executive officers that was earned and paid
in
fiscal 2007, during which Mr. Kwong was our only executive officer. On January
1, 2007, Kwong Kai Shun began receiving compensation under a plan pursuant
to
which he received a monthly base salary of $20,000 and actual housing and
insurance expenses, which we expected to be approximately $3,000 and $1,000
per
month, respectively. For the year ended December 31, 2007, Mr. Kwong earned
$240,000 in base salary and $12,691 for housing expenses. Mr. Kwong also
received an annual bonus equivalent to three months salary, equal to $60,000.
The annual bonus was subject to a minimum company achievement of $2,000,000
annual profit before tax. The bonus for 2007 was paid after the 2007 fiscal
year
performance was determined and evaluated. The bonus of Kwong Kai Shun is
solely
(100%) based on the achievement of annual profit before tax as we believe
this
performance indicator is best to reflect his overall responsibility and
contribution to the company for the relevant period. In addition, we intend
to
adopt an equity incentive plan in 2008, subject to shareholder approval,
after
which we intend to grant 200,000 stock options to Mr. Kwong. The specific
terms
of the options will be determined by the independent members of the Board
of
Directors of our company.
In
addition, we recorded a charge of $2,433,650 in 2007 for a performance-based
compensatory stock arrangement with Mr. Kwong. In connection with our January
2007 Private Placement, Mr. Kwong entered into an agreement (the “Escrow
Agreement”) with the investors pursuant to which he agreed to place 2,326,000
shares of his common stock in escrow for possible distribution to the investors
(the “Escrow Shares”). Pursuant to the Escrow Agreement, if our net income for
2006 or 2007, subject to specified adjustments, as set forth in our filings
with
the SEC was less than $6.3 million or $7.7 million, respectively, a portion,
if
not all, of the Escrow Shares were to be transferred to the investors based
upon
our actual net income, if any, for such fiscal years. We have accounted for
the
Escrow Shares as the equivalent of a performance-based compensatory stock
plan
between Mr. Kwong and us. Accordingly, during the year ended December 31,
2007,
we recorded $2,433,650 as a charge to operations to recognize the grant date
fair value of stock-based compensation in conjunction with the Escrow
Agreement.
In
comparison to 2007, Mr. Kwong was paid a salary of $61,538 and automobile,
housing and medical personal benefits allowance in the amount of $12,312
for the
year ended December 31, 2006. Mr. Kwong did not receive a cash bonus in 2006.
The increase in compensation during 2007 as compared to 2006 was primarily
due
to the increased level of responsibilities that were assumed by the executive
in
becoming a publicly-listed company. The compensation for Mr. Kwong was set
and
approved by the Board of Directors.
Compensation
for our executive officers is determined with the goal of attracting and
retaining high quality executive officers and encouraging them to work as
effectively as possible on our behalf. Key areas of corporate performance
taken
into account in setting compensation policies and decisions are growth of
sales,
cost control, profitability, and innovation. The key factors may vary depending
on which area of business a particular executive officer’s work is focused on.
Compensation is designed to reward executive officers for successfully meeting
their individual functional objectives and for their contributions to our
overall development. For these reasons, the elements of compensation of our
executive officers are salary, housing and bonus. The salary and housing
components of compensation are paid and rewarded to cover an appropriate
level
of living expenses for the executive officers and the bonus is paid to reward
the executive officer for individual and company achievement. With respect
to
the amount of a bonus, we determine company achievement based on performance
factors and results of operations such as revenues generated, cost of revenues,
net income, and whether we obtain significant contracts. We determine
achievement level of an executive based on performance factors such as
contribution to the achievement of the company.
The
level
and components of the compensation packages for our executive officers are
primarily determined based upon previous compensation, comparisons with the
compensation packages of certain public companies in the United States and
Hong
Kong. We review and evaluate the compensation packages of specialty timepiece
manufacturers, distributors and retailers, in addition to other Chinese
specialty companies engaged in the manufacture and distribution of consumer
products.
As
a
result of these criteria, we have reviewed the following companies:
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•
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Hong
Kong/Chinese timepiece and jewelry companies
: National
Electronics Holdings Ltd. (SEHK:213), Hang Fung Gold Technology
Limited
(SSEHK:870), and Peace Mark Holdings Ltd. (SEHK:304), LJ International,
Inc. (NasdaqNM: JADE), and Man Sang Holdings, Inc. (Amex: MHJ).
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•
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Hong
Kong/Chinese companies listed in the United States
: China
Architectural Engineering, Inc. (AMEX: RCH), Wonder Auto Technology,
Inc.
(NasdaqNM:WATG — manufacturer of automotive electrical parts in
China), SORL Auto Parts, Inc. (NasdaqNM:SORL — manufacturer and
distributor of commercial vehicle air brake valves and related
components
in China and internationally), and Orsus Xelent Technologies, Inc.
(Amex:ORS — designer for retail and wholesale distribution of
cellular phones).
|
Our
Board
of Directors focuses its evaluation and analysis on companies of similar
market
size and stage of growth, while taking into account our relative performance
and
our own strategic goals. We believe that the companies that we evaluate are
comparable to us and provided valuable guidance to us in setting the appropriate
levels and form of compensation for our executive officers.
We
believe that the salary paid to our executive officer during 2007, 2006,
and
2005 are indicative of the objectives of our compensation program and reflect
the fair value of the services provided to our company. We set an executive’s
base salary with the objective of attracting and retaining highly qualified
individuals for the relevant position and rewarding individual performance.
When
setting and adjusting individual executive salary levels, we consider the
relevant established salary range, the named executive officer’s
responsibilities, experience, potential, individual performance and
contribution. We also consider other factors such as our overall corporate
budget for annual merit increases, unique skills, demand in the labor market
and
succession planning.
Currently,
we have no specific plans to provide raises after becoming a company with
securities publicly traded in the United States. Although no specific plans
have
yet been discussed, we may adopt such a plan to provide raises to our executive
officers in the future. Adopting higher compensation in the future may be
based
on the increased amount of responsibilities to be assumed by each of the
executive officers after we become a publicly listed company. We may also
expand
the scope of our compensation, such as the possibility of granting options
to
executive officers and tying compensation to predetermined performance goals.
Our
board
of directors does not currently have a compensation committee. We anticipate
that our board of directors will establish a compensation committee in fiscal
2008 that will be comprised of non-employee members of our board of directors.
Our current expectation is that the compensation committee of our board of
directors will perform, at least annually, a strategic review of the
compensation program for our executive officers to determine whether it provides
adequate incentives and motivation to our executive officers and whether
it
adequately compensates our executive officers relative to comparable officers
in
other companies with which we compete for executives. Those companies may
or may
not be public companies or companies located in Hong Kong or China or even,
in
all cases, companies in a similar business. The companies that we review
may
include the comparable companies listed above, in addition other companies
of a
size, scope and magnitude similar to us at the time we conduct our annual
review, which may include companies not currently listed or reporting. We
believe that the companies that we evaluate are comparable to us and can
provide
valuable guidance to us in determining whether the levels and forms of
compensation for our executive officers are adequate. For 2008, until such
time
as a formal compensation program and committee is established, the independent
members of our board of directors will determine the bonus levels for 2008
after
the completion of the fiscal year. After the compensation committee is formed,
it will make such determinations.
Summary
Compensation Tables
The
following table sets forth information concerning the compensation for the
three
fiscal years ended December 31, 2007, 2006, and 2005 of the principal executive
officer, principal financial officer, in addition to our three most highly
compensated officers whose annual compensation exceeded $100,000, and up
to two
additional individuals for whom disclosure would have been required but for
the
fact that the individual was not serving as an executive officer of the
registrant at the end of the last fiscal year.
Name
and Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($)
|
|
Stock
Awards
($)
|
|
All
Other
Compensation
($)
(1)
|
|
Total
($)
|
|
Kwong
Kai Shun
(5)
|
|
|
2007
|
|
|
240,000
|
|
$
|
60,000
(2)
|
|
|
—
|
|
$
|
2,433,650
(3)
|
|
$
|
12,691
|
|
$
|
2,746,341
|
|
Chief
Executive Officer
|
|
|
2006
|
|
|
61,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,312
|
|
|
73,850
|
|
and
Chairman of the Board
|
|
|
2005
|
|
|
62,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,500
|
|
|
75,500
|
|
Richard
Rappaport
(4)
|
|
|
2007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Former
Chief Executive
|
|
|
2006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Officer
and Former Director
|
|
|
2005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Anthony
Pintsopoulos
(4)
|
|
|
2007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Former
Chief Financial
|
|
|
2006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Officer
and Former Director
|
|
|
2005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
This
relates to automobile, housing and medical personal benefits.
|
|
|
|
|
(2)
|
Mr.
Kwong received an annual bonus equivalent to three months salary,
equal to
$60,000, after we obtained a minimum company achievement of
$2,000,000 annual profit before tax for the year ended December
31,
2007.
|
|
(3)
|
In
connection with our January 2007 Private Placement, Mr. Kwong entered
into
an agreement (the “ Escrow Agreement”) with the investors pursuant to
which he agreed to place 2,326,000 shares of his common stock in
escrow
for possible distribution to the investors (the “Escrow Shares”). Pursuant
to the Escrow Agreement, if our net income for 2006 or 2007, subject
to
specified adjustments, as set forth in our filings with the SEC
is less
than $6.3 million or $7.7 million, respectively, a portion, if
not all, of
the Escrow Shares will be transferred to the investors based upon
our
actual net income, if any, for such fiscal years. We have accounted
for
the Escrow Shares as the equivalent of a performance-based compensatory
stock plan between Mr. Kwong and us. Accordingly, during the year
ended
December 31, 2007, we recorded $2,433,650 as a charge to operations
to
recognize the grant date fair value of stock-based compensation
in
conjunction with the Escrow Agreement.
|
|
|
|
|
(4)
|
Messrs.
Rappaport and Pintsopoulos resigned from all positions with the
Company
upon the close of the Share Exchange on January 23,
2007.
|
|
|
|
|
(5)
|
Mr.
Kwong resigned as our Chief Financial Officer in April
2008.
|
Grants
of Plan-Based Awards in 2007
There
were no option grants in 2007.
Outstanding
Equity Awards at 2007 Fiscal Year-End
There
were no option exercises or options outstanding in 2007.
Option
Exercises and Stock Vested in Fiscal 2007
There
were no option exercises or stock vested in 2007.
Employment
Agreement
On
April
21, 2008, we entered into an employment agreement with King Wai Lin (the
“Employment Agreement”) in connection with Mr. Lin’s employment as our Chief
Financial Officer. The Employment Agreement is effective as of April 21,
2008
and continues in effect until terminated by us or Mr. Lin as provided in
the
Employment Agreement. Mr. Lin will receive a monthly base salary of HK$80,000,
or approximately USD $10,264. Further, after a two-month probation period,
Mr.
Lin will be eligible for a discretionary annual bonus and to receive paid
vacation and other benefits made available to our other employees, such as
paid
holidays and paid sick leave.
During
the two-month probation period, we may terminated the Employment Agreement
with
not less than one month’s written notice or payment of one months’ base salary
in lieu thereof or by Mr. Lin with not less than one month’s written notice.
After the probation period, we may terminate the Employment Agreement with
not
less than four month’s written notice or payment of four months’ base salary in
lieu thereof or by Mr. Lin with not less than four month’s written notice. Upon
termination of the Employment Agreement, Mr. Lin may not work for any of
our
suppliers or clients for a period of 12 months after his termination.
In
addition, Mr. Lin executed a Confidentiality Employment Agreement effective
as
of April 21, 2008. Pursuant to the Confidentiality Employment Agreement,
Mr. Lin
may not, without prior approval, engage in the conduct of any business or
have
any financial interest in any other business which (i) competes or may compete
with our business; (ii) could jeopardize our reputation; or (iii) interfere
with
Mr. Lin’s performance of his duties to us. Additionally, Mr. Lin may not, for a
period of twelve months after the termination of his employment with us,
engage
in or be interested in, any business which is in direct competition with
our
business, subject to certain exceptions. Additionally, Mr. Lin may not for
a
period 12 months after the termination of his employment with us, within
Hong
Kong, or in any other country where we have transacted business, solicit
or
entice away our employees, customers or clients or employ or use the services
of
any of our employees or consultants..
Director
Compensation
For
the
year ended December 31, 2007, our directors received compensation for his
or her
service as a director, as set forth in the table below.
Name
(2)
|
|
Fees
Earned or Paid in Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
Kwong
Kai
Shun
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael
Mak
|
|
|
210,000
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,000
|
|
______________________
|
(1)
|
In
January 1, 2007, Michael Mak began receiving compensation under
a plan
pursuant to which he receives monthly compensation with respect
to salary,
housing and insurance in the amounts of $15,000, $3,000 and $1,000,
respectively. Mr. Mak did not claim any housing or insurance allowance
for
2007. Mr. Mak will also receive an annual bonus equivalent to two
months
salary subject to a minimum company achievement of $2,000,000 annual
profit before tax, which is the same company performance standard
to which
our CEO’s annual bonus is subject. The bonus for 2007 would be paid, if
at
all, only after the 2007 fiscal year performance has been evaluated,
which
we expect to occur on or around on March 31, 2008. Based on preliminary
results of operations for 2007, Mr. Mak will achieve this bonus
payment
for 2007. The compensation for Mr. Mak was set and approved by
the Board
of Directors.
|
|
(2)
|
Siu
Po Lee, Dr. Ching Wah Leung, and Wu Hok Lun were appointed to the
Board of
Directors in January 2008. The directors will be paid $10,000 annually
for
their services as a member of the Board of
Directors.
|
Equity
Compensation Plan Information
The
following table sets forth certain information as of December 31, 2007 with
respect to securities authorized for issuance as equity
compensation.
Plan
Category
|
|
Number of securities to be
issued
upon exercise of
outstanding
options,
warrants
and rights (a)
|
|
Weighted-
average exercise
price
of
outstanding
options,
warrants
and
rights
(b)
|
|
Number of securities
remaining available for
future
issuance under
equity compensation plans
(excluding
securities
reflected
in column (a)) (c)
|
|
Equity
compensation plans approved by
shareholders
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
Equity
compensation plans not approved by
shareholders(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
_____
(1)
In
February 2008, we issued 200,000 shares of common stock to an investor relations
firm.
Indemnifications
of Directors and Executive Officers and Limitations of
Liability
Under
Section 145 of the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in
such
capacities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors’ fiduciary duty of care to our company and our
stockholders. This provision in the certificate of incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject
to
liability for breach of the director’s duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval
of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director’s responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws.
Our
bylaws provide for the indemnification of our directors to the fullest extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify our officers and
other
employees. We are required to advance, prior to the final disposition of
any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay
those
amounts if it should be determined ultimately that he or she is not entitled
to
be indemnified under the bylaws or otherwise. We are not, however, required
to
advance any expenses in connection with any proceeding if a determination
is
reasonably and promptly made by our Board of Directors by a majority vote
of a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking an
advance, it is more likely than not that it will ultimately be determined
that
such party is not entitled to indemnification pursuant to the applicable
sections of our bylaws.
We
have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to our directors, officers and controlling persons pursuant
to the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
In the
event a claim for indemnification against such liabilities (other than the
our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel
the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
us is
against public policy as expressed in the Securities Act and will be governed
by
the final adjudication of such issue.
We
may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. We have not entered into any indemnification agreements with
our
directors or officers, but may choose to do so in the future. Such
indemnification agreements may require us, among other things, to:
·
|
indemnify
officers and directors against certain liabilities that may arise
because
of their status as officers or directors;
|
·
|
advance
expenses, as incurred, to officers and directors in connection
with a
legal proceeding, subject to limited exceptions; or
|
·
|
obtain
directors’ and officers’ insurance.
|
At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor
are we
aware of any threatened litigation that may result in claims for
indemnification.
ITEM 12.
|
SECURITY OWNERSHIP
OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage of
ownership of that person, shares of common stock subject to options and warrants
held by that person that are currently exercisable or become exercisable
within
60 days of April 25, 2008 are deemed outstanding even if they have not actually
been exercised. Those shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
As
of
April 25, 2008, we had 24,960,011 issued and outstanding shares of common
stock,
1,610,666 shares of Series A Preferred Stock and no options to purchase shares
of common stock. We also have outstanding variable rate convertible Bonds
that
are convertible into 2,285,714 shares of our common stock issuable upon the
conversion of the Bonds, subject to adjustment, based on an initial conversion
price equal to $3.50 per share, the price at which shares were sold in our
initial public offering on AMEX, and 600,000 shares of our common stock issuable
upon the exercise of outstanding Bond Warrants, subject to adjustment.
The
following table sets forth, as of April 25, 2008 certain information with
respect to beneficial ownership of our common stock by:
|
•
|
Each
person known to be the beneficial owner of 5% or more of the outstanding
common stock of our company;
|
|
•
|
Each
executive officer;
|
|
•
|
All
of the executive officers and directors as a group.
|
Unless
otherwise indicated, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name, subject to community property laws, where applicable.
Unless otherwise indicated, the address of each stockholder listed in the
table
is c/o Asia Time Corporation, Room 1601-1604, 16/F., CRE Centre, 889 Cheung
Sha
Wan Road, Kowloon, Hong Kong.
Name
and Address
of
Beneficial Owner
|
|
Title
|
|
Beneficially
Owned
|
|
Percent
of Class
Beneficially
Owned
|
|
Officers
and directors
|
|
|
|
|
|
|
|
|
|
|
Kwong
Kai Shun
|
|
|
Chairman
of the Board and
Chief
Executive Officer
|
|
|
19,454,420
|
|
|
77.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
King
Wai Lin
|
|
|
Chief
Financial Officer
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Mak
|
|
|
Director
and Corporate
Secretary
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Siu
Po Lee
|
|
|
Director
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Ching Wah Leung
|
|
|
Director
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Wu
Hok Lun
|
|
|
Director
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
and Directors as a Group (6 persons)
|
|
|
|
|
|
19,454,420
|
|
|
77.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
5%
of more
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kam
Yuen
Suite
2911 Shell Tower
Times
Square 1
Matheson
Street
Causeway
Bay,
Hong
Kong
|
|
|
|
|
|
1,550,388
|
(1)
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Debbie
Schwartzberg
1900
Avenue Of The Stars
Suite
301
Los
Angeles,
CA
90067
|
|
|
|
|
|
1,332,795
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Rappaport
1900
Avenue Of The Stars
Suite
301
Los
Angeles,
CA
90067
|
|
|
|
|
|
1,332,795
|
|
|
5.3
|
%
|
______________________
|
(1)
|
Represents
775,194 shares of Series A Convertible Preferred Stock held by
Success Day
International Limited and 775,194 shares of Series A Convertible
Preferred
Stock held by Sino Sky Enterprise Limited. The Preferred Stock
is
convertible into shares of Common Stock. Mr. Kam Yuen may be deemed
to be
the beneficial owner of the shares as the majority shareholder
of each of
Success Day International Limited and Sino Sky Enterprise Limited.
Mr. Kam
Yuen disclaims beneficial ownership of the shares except to the
extent of
his pecuniary interest.
|
ITEM
13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Times
Manufacture & E-Commerce Corporation Limited
Times
Manufacture & E-Commerce Corporation Limited (“Times Manufacture”) is our
wholly-owned subsidiary, which has interlocking executive and director positions
with us.
January
2007 Share Exchange
On
January 23, 2007, we completed the Share Exchange with Times Manufacture
and
Kwong Kai Shun, the former sole shareholder of Times Manufacture. At the
close
of the Share Exchange, Times Manufacture became our wholly-owned subsidiary
and
100% of the issued and outstanding securities of Times Manufacture were
exchanged for our securities. An aggregate of 19,454,420 shares of our common
stock were issued to this shareholder. Further to the Share Exchange, Times
Manufacture paid an aggregate of $350,000 to the shareholders of SRKP 9,
Inc. As
of the close of the Share Exchange and as of January 1, 2008, Mr. Kwong owned
approximately 84.0% of our issued and outstanding stock. Moreover, concurrent
with the closing of the Share Exchange, our board appointed Kwong Kai Shun
as
Chairman of the Board, Chief Executive Officer and Chief Financial Officer,
as
well as Michael Mak as a director. Kwong Kai Shun is Chief Executive Officer
and
director of Times Manufacture and has since resigned as our Chief Financial
Officer.
WestPark
Capital, Inc.
On
January 23, 2007, concurrently with the close of the Share Exchange, we
conducted an initial closing of a private placement transaction pursuant
to
which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred
Stock at $1.29 per share. On February 9, 2007, we conducted a second and
final
closing of the private placement pursuant to which we sold 501,320 shares
of
Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total
of
2,250,348 shares of Series A Convertible Preferred Stock were sold in the
private placement for an aggregate of $2,902,946 (the “Private Placement”).
WestPark Capital, Inc. (“WestPark”) acted as the placement agent for the Private
Placement. Of the gross proceeds, $50,000 is represented by a subscription
receivable from one investor. For its services as placement agent, WestPark
received an aggregate fee of approximately $261,265, which consisted of a
commission equal to 9.0% of the gross proceeds from the financing. WestPark
is
acting as the managing underwriter for our public offering that we intend
to
conduct. Upon the closing of the offering, we agreed to sell to WestPark
Capital, Inc. warrants to purchase up to a number of shares of our common
stock
that will be determined. The warrants will be exercisable on their date of
issuance at a per share exercise price equal to 120% of the public offering
price, subject to standard anti-dilution adjustments for stock splits and
similar transactions, and will expire five years. The holders of shares of
common stock acquired upon exercise of the warrants have the right to include
such shares in any future registration statements filed by us and to demand
one
registration for the shares. In addition, we have agreed to indemnify the
underwriters against some liabilities, including liabilities under the
Securities Act of 1933, as amended, and to contribute to payments that the
underwriters may be required to make in respect thereof. We will pay WestPark
a
non-accountable expense allowance to be determined.
Some
of
the controlling shareholders, control persons of WestPark were also, prior
to
the completion of the Share Exchange, shareholders and/or control persons
of our
company, including Richard Rappaport, who is the Chief Executive Officer
of
WestPark and was the President and a significant shareholder of our company
prior to the Share Exchange, Anthony C. Pintsopoulos, who is the Chief Financial
Officer of WestPark and an officer, director and significant shareholder
of our
company prior to the Share Exchange and Kevin DePrimio and Jason Stern, each
employees of WestPark and shareholders of our company prior to the Share
Exchange. Each of Messrs. Rappaport and Pintsopoulos resigned from all of
their
executive and director positions with our company upon the closing of the
Share
Exchange. Affiliates of WestPark who own shares of our common stock have
agreed
to a lock-up whereby they shall not sell an aggregate of 1,528,933 shares
of
common stock held by them until that date which is nine months from the day
that
our common stock begins to be traded on either the New York Stock Exchange,
American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market, the
OTC
Bulletin Board or the Pink Sheets.
We
believe that the WestPark Capital arrangements are at fair market value and
are
on terms comparable to those that would have been reached in arm’s-length
negotiations had the parties been unaffiliated at the time of the negotiations.
Agreement
of Kwong Kai Shun
In
connection with the Private Placement, Kwong Kai Shun, our Chairman of the
Board, Chief Executive Officer and Chief Financial Officer, entered into
an
agreement with the investors in the Private Placement. Mr. Kwong agreed to
place
2,326,000 shares of his common stock in escrow for possible distribution
to the
investors (the “Escrow Shares”). According to the agreement, if our annual net
income for 2006 or 2007 (subject to specified adjustment) as set forth in
its
filings with the Securities and Exchange Commission is less than $6.3 million
or
$7.7 million, respectively, a portion, if not all, of the Escrow Shares will
be
transferred to the investors based upon our actual net income for such fiscal
years. According to the agreement, the number of shares Mr. Kwong would
distribute to shareholders would be determined by a formula based on the
number
of common stock held by the investors multiplied by the shortfall in a valuation
agreed upon by the parties. We met our net income threshold of $6.3 million
for
2006 and $7.7 for 2007, and the investors did not receive shares from Mr.
Kwong.
If we did not meet any of these thresholds, the number of shares that would
have
been distributed would have been determined by the following
formula.
A
=
N × S
|
A
|
means
the number of additional shares of common stock to be transferred
by Mr.
Kwong to the investors.
|
|
N
|
means
the number of stock held by the investors.
|
|
S
|
means
the shortfall in agreed valuation per share of Common Stock calculated
as
follows: $1.29 - ((actual amount of net income for
2007 × 4) / 25,482,210).
|
For
illustration purposes, if our net income for fiscal 2007 was $7.0 million,
as
opposed to $7.7 million, then Mr. Kwong would be required to transfer
approximately 430,254 shares of common stock to the investors under the
agreement. In no circumstances will the shares distributed by Mr. Kwong exceed
2,326,000 shares. Each shareholder would have received a pro rata amount
of
shares based on the number of the shares that they held at the time of any
distribution per the agreement.
We
have
accounted for the Escrow Shares as the equivalent of a performance-based
compensatory stock plan between Mr. Kwong and us. Accordingly, during the
nine
months ended September 30, 2007, we recorded a charge to operations of
$1,852,494 to recognize the grant date fair value of stock-based compensation
in
conjunction with the Escrow Shares, and during the three months ended December
31, 2007, we recognized a final charge to operations of $581,156 with respect
to
the shares.
In
addition, Mr. Kwong has agreed to purchase all shares of Series A Preferred
Stock then held by such investors at a per-share purchase price of $1.29
if our
common stock shall fail to be listed or quoted for trading on the American
Stock
Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New
York
Stock Exchange on or before an agreed upon date. The date for listing was
originally set by the parties at June 30, 2007 and was subsequently extended
to
March 31, 2008. Mr. Kwong and the investors also executed an amendment to
the
agreement to revise the agreement to provide that our 2007 net income will
be
determined in accordance with US GAAP except that following will be added
back
to our US GAAP net income for purposes of calculating our 2007 net income
under
the agreement: (i) any and all non-cash charges and expenses related to the
Bonds and Bond Warrants that we issued in November 2007, and (ii) any and
all
charges and expenses related to our Private Placement of the Series A
Convertible Preferred Stock in January 2007 and the reverse takeover that
occurred in January 2007.
We
believe that arrangement with Kwong Kai Shun is at fair market value and
are on
terms comparable to those that would have been reached in arm’s-length
negotiations had the parties been unaffiliated at the time of the negotiations.
Director
Independence
Subject
to certain exceptions, under the listing standards of the American Stock
Exchange (“AMEX”), a listed company’s board of directors must consist of a
majority of independent directors. Although we are eligible for an exemption
from this requirement because we are considered a “controlled company” pursuant
to Section 801(a) of the AMEX Company Guide as one of our shareholders owns
more
than 50% of our voting power, we have a majority of independent directors.
Our
Board of Directors has determined that three of the five members of our Board
of
Directors are independent under the listing standards of AMEX, as follows:
Siu
Po Lee, Dr. Ching Wah Leung, and Wu Hok Lun.
Policy
for Approval of Related Party Transactions
Our
policy is to have our Audit Committee review and pre-approve any related
party
transactions and other matters pertaining to the integrity of management,
including potential conflicts of interest, or adherence to standards of business
conduct as required by our policies.
ITEM
14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
During
the fiscal years ended December 31, 2007 and 2006, we retained Dominic K.F.
Chan & Co., Certified Public Accountants, to provide services as follows:
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Fees
for the Year Ended
December
31
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Services
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2007
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2006
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Audit
fees(1)
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$
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81,864
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$
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62,695
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Audit-related
fees(2)
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-
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-
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Tax
fees(3)
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-
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-
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All
other fees(4)
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-
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-
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Total
audit and non-audit fees
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$
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81,864
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$
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62,695
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(1)
These
are
fees for professional services performed by Dominic K.F. Chan & Co.,
Certified Public Accountants, for the audit of our annual financial statements,
review of our quarterly reports, and review of our Registration Statements
on
Form S-1.
(2)
No
fees were billed for each of fiscal year 2007 and fiscal 2006 for assurance
and
related services by the principal accountant reasonably related to the
performance of the audit or review of the Company’s financial
statements.
(3)
There
were no tax return preparation fees for fiscal 2007 and fiscal 2006 paid
to our
principal accountants.
(4)
No
fees were billed for each of fiscal 2007 and fiscal 2006 for products and
services provided by the principal accountant.
Pre-Approval
Policy
In
accordance with our Audit Committee Charter, the Audit Committee pre-approves
all auditing services and permitted non-audit services, if any, including
tax
services, to be performed for us by our independent auditor, subject to the
de
minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of
the Securities Exchange Act of 1934, as amended, which are approved by the
Audit
Committee prior to the completion of the audit. The scope of the pre-approval
shall include pre-approval of all fees and terms of engagement. The Audit
Committee may form and delegate authority to subcommittees consisting of
one or
more members when appropriate, including the authority to grant pre-approvals
of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
3.
Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or
incorporated by reference as part of this Form 10-K.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized, in the city of Kowloon, Hong
Kong,
on April 29, 2008.
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Asia
Time Corporation
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/s/
Kwong Kai Shun
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Kwong
Kai Shun
Chief
Executive Officer and
Chairman
of the Board
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in
the
capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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/s/
Kwong Kai Shun
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Chief
Executive Officer and Chairman of the Board
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April
29, 2008
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Kwong
Kai Shun
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(Principal
Executive Officer)
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/s/
King Wai Lin
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Chief
Financial Officer
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April
29, 2008
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King
Wai Lin
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(Principal
Financial and Accounting Officer)
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/s/
Michael Mak
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Director
and Corporate Secretary
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April
29, 2008
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Michael
Mak
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*
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Director
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April
29, 2008
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Lee
Siu Po
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*
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Director
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April
29, 2008
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Dr.
Leung Ching Wah
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Director
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Wu
Hok Lun
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*By:
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/
s
/ Kwong
Kai Shun
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Kwong
Kai Shun, Attorney-in-Fact
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April
29, 2008
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
Description
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2.1
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Share
Exchange Agreement, dated as of December 15, 2006, by and among the
Registrant, Kwong Kai Shun and Times Manufacture & E-Commerce
Corporation, Limited (incorporated by reference from Exhibit 2.1
to
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 29, 2007).
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3.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to
the
Registration Statement on Form 10-SB (File No. 000-51981) filed
with the
Securities and Exchange Commission on May 5, 2006).
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3.2
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration
Statement
on Form 10-SB (File No. 000-51981) filed with the Securities and
Exchange
Commission on May 5, 2006).
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3.3
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Articles
of Merger Effecting Name Change (incorporated by reference from
Exhibit
3.3 to Current Report on Form 8-K filed with the Securities and
Exchange
Commission on January 29, 2007).
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3.4
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Certificate
Of Designations, Preferences And Rights Of Series A Convertible
Preferred
Stock (incorporated by reference from Exhibit 3.4 to Current Report
on
Form 8-K filed with the Securities and Exchange Commission on January
29,
2007).
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4.1
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Specimen
Certificate of Common Stock (incorporated by reference to Exhibit
4.1 of
the Registrant's Registration Statement on Form SB-2 filed August
20,
2004).
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4.2
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Trust
Deed, dated November 13, 2007, by and between the Registrant and
The Bank
of New York, London Branch (incorporated by reference to Exhibit
4.1 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 16, 2007).
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4.3
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Paying
and Conversion Agency Agreement, dated November 13, 2007, by and
among the
Registrant, The Bank of New York, and The Bank of New York, London Branch
(incorporated by reference to Exhibit 4.2 to the Current Report
on Form
8-K filed with the Securities and Exchange Commission on November
16,
2007).
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4.4
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Warrant
Instrument, dated November 13, 2007, by and between the Registrant
and ABN
AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
November 16, 2007).
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4.5
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Warrant
Agency Agreement, dated November 13, 2007 among the Registrant,
The Bank
of New York and The Bank of New York, London Branch (incorporated
by
reference to Exhibit 4.4 to the Current Report on Form 8-K filed
with the
Securities and Exchange Commission on November 16,
2007).
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4.6
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Registration
Rights Agreement, dated November 13, 2007, by and between the Registrant
and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5
to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 16, 2007).
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10.1
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Form
of Subscription Agreement dated as of January 23, 2007 and February
9,
2007 (incorporated by reference from Exhibit 10.1 to Current Report
on
Form 8-K filed with the Securities and Exchange Commission on February
13,
2007).
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10.1(a)
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Form
of Amendment No. 1 dated as of July 20, 2007 to Subscription Agreement
(incorporated by reference from Exhibit 10.1(a) to Registration
Statement
on Form S-1 filed with the Securities and Exchange Commission on
December
18, 2007).
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Exhibit
No.
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Exhibit
Description
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10.1(b)
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Form
of Amendment No. 2 dated as of December 16, 2007 to Subscription
Agreement
(incorporated by reference from Exhibit 10.1(b) to Registration
Statement
on Form S-1 filed with the Securities and Exchange Commission on
December
18, 2007, 2008).
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10.2
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Form
of Agreement between Kwong Kai Shun and Investors of Series A Convertible
Preferred Stock (incorporated by reference from Exhibit 10.2 to
Registration Statement on Form S-1 filed with the Securities and
Exchange
Commission on September 26, 2007).
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10.2(a)
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Amendment
No. 1 to Agreement between Kwong Kai Shun and Investors of Series
A
Convertible Preferred Stock, dated June 30, 2007 (incorporated
by
reference to Exhibit 10.2(a) of the Registration Statement on Form
S-1
filed with the Securities and Exchange Commission on September
26,
2007).
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10.2(b)
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Form
of Amendment No. 2 to Agreement between Kwong Kai Shun and Investors
of
Series A Convertible Preferred Stock (incorporated by reference
to Exhibit
10.2(b) of the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on December 18,
2007).
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10.3
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Subscription
Agreement, dated October 31, 2007, by and between the Registrant
and ABN
AMRO Bank N.V. (incorporated by reference to Exhibit 10.3 to the
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
November 16, 2007).
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10.4
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Registration
Rights Agreement dated January 23, 2007 entered into by and between
the
Registrant and Affiliates of WestPark Capital, Inc. (incorporated
by
reference to Exhibit 10.4 of the Registration Statement on Form
S-1 filed
with the Securities and Exchange Commission on December 18,
2007).
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Employment
Agreement by and between King Wai Lin and the Registrant dated
April 21,
2008 (incorporated by reference to Exhibit 10.1 to the Current
Report on
Form 8-K filed with the Securities and Exchange Commission on April
24,
2008).
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10.6
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Confidentiality
Agreement by and between King Wai Lin and the Registrant dated
April 21,
2008 (incorporated by reference to Exhibit 10.2 to the Current
Report on
Form 8-K filed with the Securities and Exchange Commission on April
24,
2008).
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21.1
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List
of Subsidiaries (incorporated by reference from Exhibit 21.1 to
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
January 29, 2007).
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31.1
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Certification
of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation
S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation
S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1*
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Certifications
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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_____
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This
exhibit shall not be deemed "filed" for purposes of Section 18
of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities
of
that section, nor shall it be deemed incorporated by reference
in any
filing under the Securities Act of 1933 or the Securities Exchange
Act of
1934, whether made before or after the date hereof and irrespective
of any
general incorporation language in any
filings.
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