As Filed with the Securities and Exchange Commission on February 12, 2008
Registration No. 333-______
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933  
ASIA TIME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
3873
(Primary Standard Industrial
Classification Number)
20-4062619
(I.R.S. Employer
Identification Number)
 
Room 1601-1604, 16/F., CRE Centre
889 Cheung Sha Wan Road
Kowloon, Hong Kong
(852)-23100101
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Kwong Kai Shun
Room 1601-1604, 16/F., CRE Centre
889 Cheung Sha Wan Road
Kowloon, Hong Kong
(852)-23100101
(Name, address, including zip code, and telephone number,
including area code, of agent for service)  
Copies to
Thomas J. Poletti, Esq.
Anh Q. Tran, Esq.
Kirkpatrick & Lockhart Preston Gates Ellis LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, California 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001
 
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

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. ࿇
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. x Registration No. 333-140692
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. ࿇
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 to be Registered (1)
Proposed Maximum Price per Share
Proposed Maximum Aggregate Offering Price (2)
Amount of Registration Fee (3)
Common Stock, $0.0001 par value per share
158,700
$3.50
$555,450
$21.83
 
(1)  
Includes 20,700 shares of common stock for which the underwriters have the option to purchase to cover over-allotments, if any.
(2)  
Based on the proposed offering price for the shares of common stock offered hereby.
(3)  
Calculated under Rule 457(o) of the Securities Act of 1933.
 
 
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.



EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the "Commission") by Asia Time Corporation, a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-1 (Registration No. 333-140692), which was declared effective by the Commission on February 11, 2008.
 
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
All exhibits filed with or incorporated by reference in Registration Statement No. 333-140692 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:
 
Exhibit
 
Number
Document  
   
5.1
Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP
23.1
Consent of Dominic K. F. Chan & Co., Certified Public Accountants
23.2
Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1)
24.1*
Power of Attorney
 
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-140692).



SIGNATURES
 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 11, 2008.
     
  Asia Time Corporation
 
  		 
  		 
 
  By:   /s/ Kwong Kai Shun
   
Kwong Kai Shun
    Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
         
SIGNATURE
 
TITLE
 
DATE
       
/s/ Kwong Kai Shun  
Chief Executive Officer,
Chief Financial Officer and
Chairman of the Board
(Principal Executive Officer and
Principal Financial and Accounting Officer)
 
February 11, 2008
Kwong Kai Shun
     
         
/s/ Michael Mak  
Director and Corporate Secretary
 
February 11, 2008
Michael Mak 		       
         
*
 
Director
 
February 11, 2008
Siu Po Lee 		       
         
 
Director
   
Dr. Ching Wah Leung
       
         
   
Director
   
Wu Hok Lun
       
 
________
*   /s/ Kwong Kai Shun      
Kwong Kai Shun,
as attorney in fact


INDEX TO EXHIBITS

Exhibit
 
Number
Document  
   
5.1
Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP
23.1
Consent of Dominic K. F. Chan & Co., Certified Public Accountants
23.2
Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1)
24.1*
Power of Attorney
 
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-140692).


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