Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 22, 2013

(Date of Report: Date of earliest event reported)

Asia Travel Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-21909		86-0779928
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID No.)

Unit 1202, Level 12, One Peking,

1 Peking Road, Tsim Sha Tsui,

Kowloon, Hong Kong

 (Address of principal executive office)

Registrant's telephone number, including area code: [phone]

Copy of Communications To:

Bernard & Yam, LLP 
Attention: Bin Zhou, Esq. 
401 Broadway Suite 1708 
New York, NY 10013 
Tel: [phone] 
Fax: [phone] 
(Name, Address and Telephone Number of Person 
Authorized to Receive Notice and Communications on Behalf of Registrant) 

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

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

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

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

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

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Item 1.01 Entry into a Material Definitive Agreement.

On July 22, 2013, Asia Travel Corporation (“Company”) entered into a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 34 non-US individual purchasers (“Purchasers”). Under the Agreement,  Company will issue a total of 125,788,400 shares of common stock to Purchasers for a total price of $628,942 ($0.005 per share).

Item 3.02 Unregistered Sales of Equity Securities.

As described under Item 1.01 of this current report, on July 22, 2013, Company entered into a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 34 non-US individual purchasers (“Purchasers”). Under the Agreement, Company will issue a total of 125,788,400 shares of common stock to Purchasers for a total price of $628,942 ($ 0.005 per share).  The issuance of the 125,788,400 shares is pursuant to the exemption provided by Regulation S. None of the Purchasers is a US person and the transactions underlying the Agreement are carried out outside US.  

Item 9.01 Financial Statements and Exhibits.

(c)           Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report.

Exhibit No.		Description
10.1		Regulation S Stock Purchase Agreement

SIGNATURES

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

Asia Travel Corporation

By: 

/s/ Tan Lung Lai      

Tan Lung Lai

CEO, CFO

Date: July 22, 2013