10QSB

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For

the quarterly period ended March 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________________ to _________________

Commission file number 000-26119

CHINA WORLD TRADE CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada	87-0629754
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

3rd Floor, Goldlion Digital Network Center

138 Tiyu Road East, Tianhe

Guangzhou, PRC

(Address of principal executive offices)

(011-8620) 3878 - 0286

(Issuer's telephone number)

(Former name, address and fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As at March 31, 2005, there were 30,889,997 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

INDEX TO FORM 10-QSB
	Page No.
PART I
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
- As of March 31, 2005	4
Condensed Consolidated Statements of Operations
- Three-Month Period Ended March 31, 2005 and 2004	5
Condensed Consolidated Statements of Cash Flows
- Three-Month Period Ended March 31, 2005 and 2004	6
Notes to Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations	14
Item 3. Controls and Procedures	19
PART II
Item 1. Legal Proceedings	20
Item 2. Changes in Securities	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Submission of Matters to a Vote of Security Holders	20
Item 5. Other Information	20
Item 6. Exhibits	20

2

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

Unaudited financial statements of China World Trade Corporation for the three months ended March 31, 2005 and 2004.

China World Trade Corporation

- Condensed Consolidated Balance Sheets as of March 31, 2005 and 2004

- Condensed Consolidated Statements of Operations for the three-month period ended March 31, 2005 and 2004.

- Condensed Consolidated Statements of Cash Flows for the three-months period ended March 31, 2005 and 2004

- Notes to Financial Statements

3

China World Trade Corporation

Condensed Consolidated Balance Sheets

As of March 31, 2005

				As of March 31, 2005
				Unaudited
ASSETS	Note			US$
Current assets
Cash and cash equivalents					1,844,750
Trade and other receivables		3			3,005,670
Due from a shareholder		9(e	)		377,504
Rental and other deposits					1,899,409
Prepayments					202,099
Available-for-sale securities					1,110,000
Inventories					51,145
Total current assets					8,490,577
Property use rights					1,567,103
Goodwill					11,279,314
Available-for-sale securities					100,000
Property, plant and equipment, net					3,440,535
Total assets					24,877,529
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade and other payables		4			6,474,639
Deferred income					184,894
Short-term bank loan		5			1,812,229
Mortgage loan					437,289
Total current liabilities					8,909,051
Minority interest					2,257,211
Commitments and contingencies		6			-
Stockholders’ equity
Preferred stock, par value of US$0.001 each; 10,000,000 shares authorized, none issued or outstanding					-
Common stock, par value of US$0.001 each; 50,000,000 shares authorized, 30,889,997 shares issued and outstanding at March 31, 2005					30,890
Common stock, par value of US$0.001 each; 100,000 shares to be issued		7			100
Additional paid-in capital					31,017,628
Accumulated other comprehensive income					760,000
Statutory reserve					79,488
Accumulated deficit					(18,176,839	)
Total stockholders’ equity					13,711,267
Total liabilities and stockholders’ equity					24,877,529
The financial statements should be read in conjunction with the accompanying notes.

4

China World Trade Corporation

Condensed Consolidated Statements of Operations

Three-month period ended March 31, 2005 and 2004

	Three-month period ended March 31,
	2005			2004
	US$			US$
	Unaudited			Unaudited
Operating revenues
Club and business centre		335,379			71,395
Business travelling services		1,014,825			-
Business value-added services		291,681			-
Rental		184,416			160,256
Trading and others		86,889			72,120
		1,913,190			303,771
Operating costs and expenses
Club and business centre		(128,515	)		(4,493	)
Business travelling services		(37,000	)		-
Business value-added services		(678	)		-
Rental		(98,762	)		(108,794	)
Trading and others		(86,763	)		(72,714	)
		(351,718	)		(186,001	)
Impairment and depreciation		(52,792	)		(21,670	)
Selling, general and administrative expenses		(1,523,533	)		(1,605,267	)
		(1,576,325	)		(1,626,937	)
Loss from operations		(14,853	)		(1,509,167	)
Non-operating income (expenses)
Other income		18,445			89
Interest expense		(39,169	)		(3,992	)
Loss before income taxes and minority interest		(35,577	)		(1,513,070	)
Provision for income taxes		(28,110	)		-
Loss before minority interest		(63,687	)		(1,513,070	)
Minority interest		(113,314	)		-
Net loss		(177,001	)		(1,513,070	)
Other comprehensive income
Fair value adjustment on available-for-sale securities		760,000			-
Comprehensive income (loss)		582,999			(1,513,070	)
Loss per share of common stock - Basic		(0.01	)		(0.09	)
Weighted average number of shares of common stock outstanding		30,889,997			16,249,106
The financial statements should be read in conjunction with the accompanying notes.

5

China World Trade Corporation

Condensed Consolidated Statements of Cash Flows

Three-month period ended March 31, 2005 and 2004

	Three-month period ended March 31,
	2005			2004
	Unaudited			Unaudited
	US$			US$
Cash flows from operating activities:
Net loss		(177,001	)		(1,513,070	)
Adjustments to reconcile net loss to net cash used in operating activities:
Minority interest		113,314			-
Amortization of intangible assets		90,000			90,000
Stock issued for services		75,000			375,200
Available-for-sale securities received as income		(450,000	)		-
Depreciation and amortization		62,328			21,670
Impairment loss on goodwill		-			217,917
Increase (Decrease) in deferred income		158,171			(16,815	)
Changes in working capital:
Trade and other receivables		(261,872	)		27,941
Rental and other deposits		(196,553	)		(81,563	)
Prepayments		(14,091	)		470,046
Inventories		119,875			22,701
Trade and other payables		28,412			(611,122	)
Income taxes payable		20,441			-
Net cash used in operating activities		(431,976	)		(997,095	)
Cash flows from investing activities:
Acquisition of property, plant and equipment		(182,536	)		(204,599	)
Proceeds from disposal of short-term investments		24,163			-
Net cash used in investing activities		(158,373	)		(204,599	)
Cash flows from financing activities:
Advance from a shareholder		621,960			900,409
Repayment of amount borrowed		(11,129	)		(310,694	)
Issuance of new shares		-			1,125,000
Net cash provided by financing activities		610,831			1,714,715
Net increase in cash and cash equivalents		20,482			513,021
Cash and cash equivalents at beginning of year		1,824,268			314,771
Cash and cash equivalents at end of year		1,844,750			827,792
Analysis of balances of cash and cash equivalents
Cash and bank balances		1,844,750			827,792
Supplemental disclosure information:
Interest paid		30,886			9,831
Income taxes paid		7,670			-
Non-cash operating, investing and financing activities
Common stocks issued for services (including shares to be issued)		75,000			375,200
Available-for-sale securities received		450,000			-
Considerations for disposal of intangible assets		1,320,000			-
The financial statements should be read in conjunction with the accompanying notes.

6

NOTES TO FINANCIAL STATEMENTS

1.         BASIS OF PRESENTATION

The accompanying financial data as of March 31, 2005 and for the three-month period ended March 31, 2005 and 2004 have been prepared by the Company without audit.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s audited annual financial statements for the year ended December 31, 2004.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

In the opinion of the management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of March 31, 2005 and for the three-month period ended March 31, 2005 and 2004, have been made. The results of operations for the three-month period ended March 31, 2005 and 2004 are not necessarily indicative of the operating results for the full year.

2. PREPARATION OF FINANCIAL STATEMENTS

The Company has a negative working capital of US$418,474 as of March 31, 2005. In addition, the Company had net loss of US$177,001 and US$1,513,070 for the three-month period ended March 31, 2005 and 2004. Continuation of the Company as a going concern is dependent upon obtaining additional working capital through additional equity funding and attaining profitable operations in the future. Management has developed a strategy, which it believes can be accomplished and will enable the Company to operate in the future. The inability of the Company to secure additional funding and attain profitable operations in the near term could adversely impact the Company's business, financial position and prospects.

3. TRADE AND OTHER RECEIVABLES

				As of March 31, 2005
	Note			US$
Trade receivables					1,922,184
Due from related parties		9(c	)		1,011,873
Other receivables					71,613
					3,005,670

7

4. TRADE AND OTHER PAYABLES

				As of March 31, 2005
	Note			US$
Trade payables					2,519,848
Accrued charges					304,486
Other payables					668,633
Tax payable					1,211,461
Tax payable - surcharge					1,004,378
Due to related parties		9(d	)		121,912
Deposits received					643,921
					6,474,639

5. SHORT-TERM BANK LOAN

The outstanding loan balances of US$1,812,229 as of March 31, 2005 bear interest at 4% to 7% per annum and are repayable within one year.

6. COMMITMENTS

At the balance sheet date, the Company had capital expenditure commitments contracted but not provided for net of deposits paid amounting to US$13,550.

7. ISSUANCE OF SHARES

On December 28, 2004, the Company entered into an agreement with Greentree Financial Group (“Greentree”) for financial consulting services to be provided by Greentree in 2005. In this connection, 100,000 shares of common stock were issued on April 18, 2005 and included in common stock to be issued in the balance sheet as of March 31, 2005.

8

8. STOCK-BASED COMPENSATION

The Company records compensation expense for stock-based employee compensation plans using the intrinsic value method in which the compensation expense, if any, is measured as the excess of the market price of the stock over the exercise price of the award on the measurement date.

On December 31, 2003, the Board of Directors adopted a stock option plan ("The 2003 Plan"). The 2003 Plan allows the Board of Directors to grant stock options to various employees of the Company. 1,000,000 stock options were granted in accordance with the terms of the 2003 Plan on December 31, 2003 to certain officers and directors at an exercise price of US$0.673 per share. On February 20, 2004, the Company cancelled 95,000 options due to resignation and job reposting accordingly. The stock options will vest and become exercisable according to the following schedule:

On April 30, 2004:25%

On December 30, 2004:25%

Each quarter thereafter:6.25% (until fully vested)

Had compensation expense for the same stock options been determined based on their fair values at the dates of grant and been amortized over the period from the date of grant to the date that the award is vested as consistent with the provisions of SFAS No. 123, the Company’s net loss and loss per share would have been reported as follows:

	Three-month period ended March 31,
	2005			2004
	US$			US$
Net loss as reported		(177,001	)		(1,513,070	)
Total stock-based employee compensation expense determined under fair value based on method for all awards, net of tax		(46,629	)		(46,629	)
Pro forma		(223,630	)		(1,559,699	)
Loss per share - Basic and diluted
As reported		(0.01	)		(0.09	)
Pro forma		(0.01	)		(0.10	)

9

8.   STOCK-BASED COMPENSATION (CONTINUED)

The fair value of the options granted is estimated on the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions used:

	Date of grant
Expected dividend yield	None
Risk-free interest rate	2.1%
Expected stock price volatility	224%
Expected life of options	3 years

The weighted average fair value per option granted at the date of grant was US$0.62. For purposes of pro forma disclosure, the estimated fair value of the options is amortized on a straight line basis to expense over the options’ vesting periods, i.e., 3 years as prescribed under The 2003 Plan.

9.   RELATED PARTY TRANSACTIONS

(a)   Names and relationship of related parties

	Existing relationships with the Company
Mr. Bernard Chan	An officer and a shareholder of the Company
Mr. Chan Chi Ming	A director of the Company
Mr. Chan Zeliang	A shareholder and director of the Company
Mr. Chen De Xiong	A shareholder of a subsidiary
Ms. Huang Ze Hua	A shareholder of a subsidiary
Ms. Suo Hong Xia	A shareholder of a subsidiary
Mr. Ho Chi Kin	An independent director of the Company
Mr. Li Jingping	A director of the Company
Mr. Luo Chao Ming	A director of the Company
Mr. John Hui	A director of the Company
Mr. Ringo Leung	A former director of the Company
Mr. William Tsang	A shareholder and director of the Company
Beijing Wanlong Economic Consultancy Corporation Ltd.	PRC partner of a subsidiary
Goldlion Holding Limited	A company controlled by close family members of a director

10

1.         RELATED PARTY TRANSACTIONS (CONTINUED)

(a)   Names and relationship of related parties (Continued)

	Existing relationships with the Company
Guangzhou City International Exhibition Co.	PRC partner of a subsidiary
Guangzhou Cyber Strategy Limited	A company in which a director of the Company has beneficial interest
Guangzhou Goldlion City Properties Co., Ltd.	A company controlled by close family members of a director
Guangzhou Goldlion Environmental Technology Co. Ltd.	A company controlled by close family members of a director
Guangzhou Sanranxin Travel Ltd.	A company in which a director of the Company has beneficial interest
Guangzhou Huahao Industries Group Co. Ltd.	A shareholder of a subsidiary
Xelex Inc.	A company in which a shareholder of the Company has beneficial interest
Top Link Ventures Limited	A company in which a director of the Company has beneficial interest

(b)   Summary of related party transactions

	Three-month period ended March 31,
	2005		2004
	US$		US$
Consulting fee expenses to
Mr. Ringo Leung		-		5,128
Mr. Bernard Chan		19,230		2,564
Mr. Chan Chi Ming		19,225		-
Mr. Chan Zeliang		3,624		-
Mr. Ho Chi Kin		1,500		-
Mr. John Hui		37,500		57,692
Mr. William Tsang		32,041		57,692
Mr. Luo Chao Ming		4,720		4,349
Beijing Wanlong Economic Consultancy Corporation Ltd.		4,531		4,531
Guangzhou City International Exhibition Co.		4,531		4,531
Xelex Inc.		-		5,128
Top Link Ventures Limited		-		15,385
Guangzhou Cyber Strategy Limited		-		1,938
Sponsorship expenses to
Goldlion Holding Limited		2,247		-
Rent and related expenses to
Guangzhou Goldlion City Properties Co. Ltd.		81,799		107,534
Guangzhou Goldlion Environmental Technology Co. Ltd.		20,562		-
Rental compensation income from
Guangzhou Goldlion City Properties Co. Ltd.		3,854		-

11

9. RELATED PARTY TRANSACTIONS (CONTINUED)

(b)   Summary of related party transactions (continued)

	Three-month period ended March 31,
	2005		2004
	US$		US$
Personal guarantee granted from
Mr. William Tsang		19,231		19,231
Intangible asset sold to
Mr. William Tsang		1,320,000		-

Pursuant to the resolution on March 29, 2005, the board of directors approved to sell the after-tax rental income to Mr. William Tsang at its carrying value as of March 31, 2005. The consideration was set off against with amounts due to Mr. William Tsang and the remaining balance of US$377,504 was settled by cash in April, 2005.

(c)   Due from related parties

	As of March 31, 2005
	US$
Guangzhou Huahao Industries Group Co. Ltd.		110,113
Ms. Huang Ze Hua		360,029
Mr. Chen De Xiong		541,731
Classified as current assets		1,011,873

The amounts due from related parties represent unsecured advances which are interest-free and repayable on demand.

(d)   Due to related parties

	As of March 31, 2005
	US$
Mr. Chan Chi Ming
Mr. John Hui		44,383
Mr. Ringo Leung		1,094
Mr. Li Jingping		1,889
Guangzhou Goldlion City Properties Co., Ltd.		4237
Beijing Wanlong Economic Consultancy Corporation Ltd.		4,531
Guangzhou City International Exhibition Company		4,531
Ms. Suo Hong Xia		24,163
Guangzhou Sanranxin Travel Limited		37,084
Classified as current liabilities		121,912

12

9.RELATED PARTY TRANSACTIONS (CONTINUED)

(d)Due to related parties (continued)

The amounts due from related parties represent unsecured advances which are interest-free and repayable on demand.

(e)Due from a shareholder

	As of March 31, 2005
	US$
Mr. William Tsang		377,504

The amount due from Mr. William Tsang arose from the disposal of the Company's intangible asset, details of which have been mentioned in note 9(b) to these financial statements.

10.BUSINESS SEGMENT INFORMATION

	Three-month period ended March 31,
	2005			2004
	US$			US$
Operating revenues
Club and business centre		335,379			71,395
Business traveling services		1,014,825			-
Business value-added service		291,681			-
Rental		184,416			160,256
Trading and others		86,889			72,120
		1,913,190			303,771
Profit (Loss) from operations
Club and business centre		(91,403	)		(223,000	)
Business traveling services		306,623			-
Business value-added service		230,869			-
Rental		(14,571	)		(44,647	)
Trading and others		(59,585	)		(28,815	)
		371,933			(296,462	)
Corporate expenses		(386,786	)		(1,212,705	)
Consolidated operating loss		(14,853	)		(1,509,167	)
Other income		18,445			89
Interest expense		(39,169	)		(3,992	)
Consolidated loss before income taxes and minority interest		(35,577	)		(1,513,070	)

11. POST BALANCE SHEET EVENT

A subsidiary of the Company entered into a sale and purchase agreement with Guangzhou Goldlion Environment Technology Company Limited on December 30, 2004. Pursuant to the agreement, the subsidiary would dispose of its leasehold land and buildings located in the PRC, with carrying value of US$2,489,153 as at March 31, 2005, at consideration of US$2,456,522. The completion date of the transaction is expected to be on or before May 31, 2005.

12. CONTINGENCIES

Prior to the completion of acquisition by the Company, Guangdong New Generation Commercial Management Limited (“GNGCM”) had been paying Mainland China income tax at a basis of calculation which was not in accordance with the standard basis of calculation as stipulated by the Mainland China tax law. The shortfall of the underpaid tax liabilities, related surcharges and penalty up to the date of acquisition by the Company has already been fully provided in the consolidated financial statements. However, GNGCM would potentially be liable to further surcharge for late payment and penalty, additional to the amount being provided, for the period since the date of acquisition by the Company and up to the balance sheet date. A shareholder of GNGCM has undertaken to indemnify the Company against such shortfall and additional tax-related liabilities. As of March 31, 2005, the estimated further surcharges and penalties which GNGCM was potentially liable amounted to US$209,777 and US$6,468,044 respectively. The estimated further penalties were based on the highest charge rate of the range from 50% and 500%.

13

Item 2. Management's Discussion and Analysis or Plan of Operation.

CHINA WORLD TRADE CORPORATION

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. Prospective shareholders should understand that several factors govern whether any forward - looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward - looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward - looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward - looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward - looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved.

OVERVIEW

We were incorporated in the State of Nevada in 1998 to engage in any lawful corporate undertaking. Our business objective initially was to open and operate business clubs in the major cities of China in association with the World Trade Center Association in order to position ourselves as the platform to facilitate trade between China and the world market. We currently operate two clubs, one in Guangzhou and the other in Beijing, PRC. Additionally, we expect to open clubs in Shanghai and Shenzhen, PRC in 2005. No assurances can be given, however, that we will be successful in these endeavors.

Our growth and development as a business enterprise has been marked by a number of significant corporate events. Pursuant to a Share Exchange Agreement, dated as of August 10, 2000, between Virtual Edge Limited ("Virtual Edge") and Main Edge International Limited ("Main Edge"), Main Edge transferred all of the issued and outstanding shares of the capital stock of VEL to the Company in exchange of 1,961,175 shares of our pre-split common stock, representing approximately 75% of our outstanding shares of the common stock. According, we controlled the operations of Virtual Edge, and Main Edge became our majority stockholder. We then undertook an 8-for-1 forward split that was effective on 15th day of September 2000, which resulted in Main Edge owing 15,689,400 shares of our common stock. Then, five major developments occurred. These were: (i) the consummation of two private placement financings by Powertronic Holdings Limited ("Powertronic") in September 2002 and December 2002 in which it acquired shares of our common stock, (ii) an acquisition of all the issued and outstanding shares of General Business Network (Holdings) Ltd. in December 2002, (iii) a 1-for-30 reverse stock split that was effective on September 1, 2002. (iv) the assignment of the rights of the after tax rental income of certain premises from Mr. Tsang for a five year period in December 2003, and (v) the exercise of warrant for the shares of our common stock by Mr. Tsang and Powertronic in March 2004 and in July 2004, and further exercise additional warrants in December 2004. As a result of these transactions, Mr. Chi Hung Tsang became the new major shareholder and owns over 12,600,000 shares of our common stock and Powertronic owns over 5,500,000 shares. Mr. Chi Hung Tsang is currently President and Chairman of our Board of Directors.

The objectives of the Company have expanded with the acquisition in August 2004 of the New Generation group of companies. While the Company will continue to provide business club services in major cities in China, China World Trade Corporation ("China World Trade") has established its businesses into three distinct divisions, namely the club and business centers; the business traveling services; and the business value-added services. The Club and Business Center Division is devoted to the building of the World Trade brand in China. Its objective is to open and operate business clubs in the major cities of China in association with the World Trade Center Association, in order to position the company as the platform to facilitate trade between China and the world market. In addition, since the acquisition of CEO Clubs China Limited ("CEO Clubs") in May 2004, CEO Clubs will complement China World Trade's offerings by targeting higher profile leadership from larger companies than those normally associated with China World Trade. The CEO Clubs family, of which each family members is operating  independently of each other, has thirteen chapters in the US and China. It focuses on recruiting CEO's of companies with annual sales exceeding $2 million as members. The average club member has $20 million in annual sales.

14

The Business Traveling Services Division will provide the necessary platform for China World Trade Corporation to focus on the high growth, travel related businesses. New Generation aims to be the pioneer and to become one of the market leaders in the travel agency businesses through the operations of its 10 subsidiaries in Southern China in ticketing sales for international and domestic flights as well as inbound business travel. Being one of the leading consolidators of hotel accommodations and airline tickets in China, New Generation has already acquired the necessary licenses to operate as a ticketing and travel agent in the PRC. These licenses include 26 licenses as a ticketing agent for international and domestic flights for both cargo and passengers issued by the Civil Aviation Administration of China and the International Air Transport Association and 3 licenses as a domestic and international travel agent issued by the Administrative Bureau of Tourism of China. In addition, New Generation is also an authorized/licensed insurance agent in China to provide, in particular, accidental and life insurances. New Generation also provides premium "red carpet" airport based services to prestigious clients and participates in the opening and continued development of the new Guangzhou Baiyun International Airport. New Generation is believed to contribute a superior revenue base to the Company.

The Business Value-Added Services Division concentrates on value-added services of credit cards and merchant related businesses as well as on consultancy services. Guangdong World Trade Link Information Service Limited ("WTC Link"), a subsidiary of China World Trade, formed a partnership with the Agricultural Bank of China to manage the Company's co-brand credit card project. WTC Link is an active provider of customer relationship management solution and services in China. It helps China Telecom to develop and manage the merchants' privilege VIP member services. WTC Link also formed a partnership with China Unionpay to develop the royalty systems for bank card holders in Guangdong Province, China. In addition, this Division also provides consultancy services to China World Trade's members and clients in the financial services areas including mergers and acquisitions, corporate restructuring and financing.

RESULTS OF OPERATIONS

The following table shows the selected unaudited condensed consolidated income statement data of the Company and its subsidiaries for the three-month period ended March 31, 2005 and March 31, 2004. The data should be read in conjunction with the unaudited Consolidated Financial Statements of the Company for the three-month period ended March 31, 2005 and March 31, 2004 and related notes thereto.

	Three months						Three months
	Ended						ended
	March 31,			% of			March 31,			% of
	2005			Revenues			2004			Revenues
(In US$ thousands except per share data)	(unaudited)						(unaudited)
Operating revenues
Club and business centre		335			17.5			71			23.3
Business traveling services		1,015			53.1			--			--
Business value-added services		292			15.3			--			--
Others		271			14.1			233			76.7
Total Operating Revenues		1,913			100.0			304			100.0
Gross Profit
Club and business centre		207			10.8			67			22.0
Business traveling services		978			51.1			--			--
Business value-added services		291			15.2			--			--
Others		85			4.5			51			16.8
Total Gross Profit		1,561			81.6			118			38.8
Selling, general and administrative expenses		(1,523	)		(79.6	)		(1,384	)		(455.3	)
Impairment loss and depreciation		(53	)		(2.8	)		(243	)		(79.9	)
Loss from operations		(15	)		(0.8	)		(1,509	)		(496.4	)
Non-operating income (expenses)
Other income		18			0.9			--			--
Interest expense		(39	)		(2.0	)		(4	)		(1.3	)
Profit (loss) before income taxes and minority interest		(36	)		(1.9	)		(1,513	)		(497.7.	)
Income taxes		(28	)		(1.4	)		--			-
Profit (loss) before minority interest		(64	)		(3.3	)		(1,513	)		(497.7	)
Minority interest		(113	)		(5.9	)		--			--
Net loss		(177	)		(9.2	)		(1,513	)		(497.7	)
Other comprehensive income		760			39.7			--			--
Comprehensive Income		583			30.5			(1,513	)		(497.7	)

15

THREE-MONTH PERIOD ENDED MARCH 31, 2005 COMPARED TO THREE-MONTH PERIOD ENDED MARCH 31, 2004

OPERATING REVENUE

The Company has started to recruit members, and to provide club and business center services through its subsidiary Guangzhou World Trade Center Club located in Guangdong Province, the PRC since June 2002, business value-added services and others business (trading) through a subsidiary of General Business Network (Holdings) Limited since March 2003. We have commenced our operation in the business travel business since our acquisition of New Generation in August 2004. Trading and rental incomes are grouped under others operating revenues and others gross profit. Consolidated operating revenue for the three-month period ended March 31, 2005 was $1,913,000, compared to $304,000 for the same corresponding period in year 2004, an increase of $1,609,000 or 529.3%. The increase was mainly the result of the increase in revenues generated from all of our business areas.

Our segmental mix of the operating revenues will continue to shift since our acquisition of the travel business and further development of our business value-added services. We will continue to utilize the World Trade Center Clubs in various major cities in China to provide the necessary platform for the growth of our businesses.

Of the $1,913,000 revenue in the three-month period ended March 31, 2005, approximately $335,000 (17.5%) was generated from providing club related services by Guangzhou World Trade Center Club and Beijing World Trade Center Club, $1,015,000 (53.1%) from business travel services resulting from the acquisition of the New Generation Group, $292,000 (15.3%) from business value-added services, and the remaining $271,000 (or 14.1%) from other (rental and trading) businesses. The acquisition of New Generation and the continuous development of our business value-added services will contribute positively to our operating revenue. In general, our cost of sales is generally positively related to our operating revenue, i.e., the higher the operating revenue, the higher the cost of sales and vice versa.

For the three-month period ended March 31, 2005, New Generation sold a total of over 286,000 tickets on a pro-forma basis, which translates to a total value of air-ticket fare of approximately $31.8 million. As compared to the same corresponding period in year 2004, ticket sold of New Generation increased by 78,000 tickets (or 37.2%) from approximately 208,000 tickets with value of air-ticket fare increased by $8.4 million (or 36.1%) from $23.4 million.

Consolidated gross profit increased $1,443,000 or 1,222.9% for the three-month period ended March 31, 2005 over the same corresponding period in year 2004. The increase was predominantly driven by our business travel services resulting from the acquisition of the New Generation in August 2004 and by our business value-added services resulting from providing various consultancy services to our members. As a percentage of total operating revenues, consolidated gross profit margins of 81.6% for the three-month period ended 2005 increased from 38.8% for the same corresponding period in 2004. The higher profit margin as a percent of operating revenues was driven by a mix shift from lower margin trading business to higher margin business travel services.

Of the $1,561,000 total gross profit for the three-month period ended March 31, 2005, approximately $207,000 (or 13.3%) was generated from providing club and business center services, approximately $978,000 (or 62.7%) from business travel services, approximately $291,000 (or 18.6%) from providing business value-added services, and the remaining approximately $85,000 (or 5.4%) from other (rental and trading) businesses. As compared to the same corresponding period in year 2004, the club and business center services represented a 56.8% (or $67,000) of the total gross profit; none was generated from the business travel business and business value-added services; and the remaining 43.2% (or $51,000) from other (rental and trading) businesses. The shift in segmental distribution was primarily due to the increase in gross profit in the business travel services, resulting from the acquisition of the New Generation Group. We foresee that this segment mix will continue to change and balance out in year 2005 upon further development in the business value-added services and the expected opening of World Trade Center Club Shanghai in the second half of year 2005.

16

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by approximately $139,000 or 10.0% to $1,523,000 for the three-month period ended March 31, 2005 from $1,384,000 for the same corresponding period in 2004. The increase was mainly due to (1) the increase in staff related costs predominantly resulting from the consolidation of the operation of New Generation Group in the amount of approximately $393,000, and (2) various advertising expenses in the amount of approximately $54,000. This increase was partially offset by the decrease in professional expenses paid for the financial and marketing consultants in the amount of approximately $282,000.

IMPAIRMENT LOSS AND DEPRECIATION

Total impairment loss and depreciation were approximately $53,000 for the three-month period ended March 31, 2005, as compared to the same corresponding period in year 2004, a decrease of $190,000 or 78.2% from $243,000. The decrease was mainly due to the decrease in the impairment loss, there was no impairment loss for the three-month period ended March 31, 2005 but $221,000 in impairment loss for the same corresponding period in year 2004. Under normal circumstances, we will review the impairment of our assets at the year end or at the anniversary of such assets.

FINANCIAL INCOME/(EXPENSES), NET

Interest expenses were approximately $39,000 for the three-month period ended March 31, 2005, as compared to the same corresponding period in year 2004 in the amount of $4,000, an increase of $35,000. The majority of the increase was the result of consolidating the interest expenses incurred by the New Generation in relation to a bank loan in the amount of RMB10,000,000 (approximately equals US$1.2 million).

INCOME TAXES

The Group is subject to income taxes on an equity basis on income arising in or derived from the tax jurisdiction in which it is domiciled and operates.

The Hong Kong subsidiaries incurred losses for taxation purposes for the period and thus Hong Kong Profits Tax has not been provided.

Several of our PRC subsidiaries are subject to PRC Enterprise Income Taxes (“EIT”) on an entity basis on income arising in and derived from the PRC. The applicable EIT rate is 33%.

Income taxes were $28,000 for the three-month period ended March 31, 2005, as compared to none for the same corresponding period in year 2004. The increase of income taxes was the result of consolidating the operation of New Generation since the acquisition of its business in August 2004.

NET LOSS / COMPREHENSIVE INCOME

Net loss was approximately $177,000 for the three-month period ended March 31, 2005, as compared to the same corresponding period in year 2004, a decrease of $1,336,000 or 88.3%. The decrease in net loss was the result of improving our loss from operations to an amount of only approximately $15,000. The management believes that our operations will continue to improve and we do not foresee a trend of losses.

In addition, we recorded an unrealized gain on short-term investments (fair value adjustment) which is classified as other comprehensive income in the amount of $760,000 for the three-month period ended March 31, 2005, as compared to none for the same corresponding period in year 2004. This increase was the result of the appreciation of the shares of common stocks we received as compensation of our consultancy services rendered. The management believes that this unrealized gain (or loss) will fluctuate from quarter to quarter if we continue to hold these shares. We intend and plan to offload these shares within a period of 12 months upon receiving them from our client members.

We experienced the first accounting profit or net positive comprehensive income, after taking the unrealized gain on short-term investment into consideration, for the three-month period ended March 31, 2005 in the amount of approximately $583,000, as compared to a net comprehensive loss of $1,513,000 for the same corresponding period in year 2004, an increase of 138.5%. Again, this unrealized gain (or loss) will vary from quarter to quarter if we continue to hold on to these shares.

17

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2004, cash and cash equivalents totaled $1,844,750, an increase of $20,482 over the last reporting period as of December 31, 2004. This increase in cash position was the result of a combination of net cash provided by financing activities in the amount of approximately $611,000, offsetting by net cash used in operating activities of approximately $432,000 and net cash used in investing activities of approximately $158,000. The increase in net cash provided by financing activities was mainly due to an advance of $622,000 from a shareholder. The net cash used in investing activities was contributed by the acquisition of additional equipment by New Generation Group in the total amount of $182,000. Net cash used in operating activities could be explained by the change in net working capital. This change in net working capital was due to the increase in trade and other receivables of approximately $262,000, and the increase in rental and other deposits of $197,000. The increase in trade and other receivables was primarily due to the increase in trade receivables resulting from the increase in operating revenues of our business traveling service division; and the increase in rental and other deposits was mainly due to the increase in security deposit for IATA required deposit for air-ticketing agents.

During the reporting period of the three-month ended March 31, 2004, there was not any new shares issued and our total issued and outstanding shares of our common stock remained at 30,899,997 as of March 31, 2005.

We believe that the level of financial resources is a significant factor for our future development and accordingly may choose at any time to raise capital through private debt or equity financing to strengthen its financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities. However, other than the committed Standby Equity financing provided by Cornell Capital Partners, LC, we do not have immediate plan to have a public offering of our common stock.

OTHER SIGNIFICANT EVENTS

On March 29, 2005, our board of directors approved the sale of the after-tax rental income rights of 21^st to 23^rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou to our Chairman, Mr. Chi Hung Tsang at the book value of $1,320,000. As a result, a cash balance due from Mr. Tsang in the amount of $377,504 as of March 31, 2005 was subsequently paid off on April 28, 2005. The total consideration of $1,320,000 would be used to provide additional working capital for our group of companies.

CRITICAL ACCOUNTING POLICIES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavourable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

18

Valuation of long-lived assets

We review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with definite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience credit loss rates similar to those we have experienced in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers.

Goodwill on consolidation

Our long-lived assets include goodwill. SFAS No. 142 "Goodwill and Other Intangible Assets" requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

Item 3. Controls and Procedures.

Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with participation of the Company's management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based on the evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

19

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any pending or to the best of our knowledge, any threatened legal proceedings, except as set forth below. No director, officer or affiliate, or owner of record of more than five percent (5%) of our securities, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to ours in any pending litigation.

On December 10, 2004, Kenneth P. Silverman, Esq., as Trustee for the Estate of Chief Executive Officers Clubs, Inc. (the “Trustee”), filed a Complaint against CEO Clubs China Limited, China World Trade Corporation, Simon Guo and J.P. Li (the “Complaint”), which commenced an Adversary Proceeding relating to a Chapter 7 bankruptcy case pending in the U.S. Bankruptcy Court for the Southern District of New York, captioned as In Re: Chief Executive Officers Clubs, Inc., Debtor. The Complaint alleges, among other things, that certain assets of the Chief Executive Officers Clubs, Inc. bankruptcy estate were transferred to our Company in violation of Section 549 of the Bankruptcy Code. It requests that the Bankruptcy Court order, among other things, a return of such assets by our Company and/or seeks a judgment against us in the amount of not less than $480,000.00.

As previously disclosed, on May 7, 2004, the Company acquired 51% of the outstanding capital stock of CEO Clubs China Limited, a Hong Kong corporation (“CEO Clubs China”), through one of its wholly-owned subsidiaries, for a total consideration of cash and shares of common stock amounting to US$480,000. CEO Clubs China is an authorized chapter to operate under the “CEO Clubs” trademarks in the Greater China region, including the Peoples’ Republic of China, Hong Kong and Taiwan.

We have engaged counsel and are vigorously defending the Adversary Proceeding. We filed a Motion To Dismiss which was heard on March 22, 2005, and the judge ruled in favor of the Trustee by refusing to dismiss the case at this preliminary stage of the proceedings. Notwithstanding that decision, our primary defense is that we purchased the stock of CEO Clubs China, and did not acquire any assets of the Chief Executive Officers Clubs, Inc. bankruptcy estate. We believe that this defense will be meritorious should the matter ever come to trial.

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits:

3.1 Articles of incorporation are hereby incorporated by reference into Form

31.1	Rule 13a-14(a)/15d-14(a) Certifications of John H.W. Hui, Vice Chairman and CEO
31.2	Rule 13a-14(a)/15d-14(a) Certifications of Bernard Chan, Chief Financial Officer
32.1	Section 1350 Certifications of John H.W. Hui, Vice Chairman and CEO
32.2	Section 1350 Certifications of Bernard Chan, Chief Financial Officer

(b) Reports on Form 8-K;

1.   On January 5, 2005, the Company filed a Form 8-K in order to report an Agreement for Sale and Purchase of real estate, dated December 30, 2004, between General Business Network (Holdings) Limited, a wholly-owned subsidiary of the Company, and Guangzhou Goldlion Environmental Technology Company Ltd.

2.   On January 24, 2005, the Company filed a Form 8-K in order to report a Complaint, dated December 10, 2004.

20

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	China World Trade Corporation (Registrant)
Date: May 12, 2005	By:	/s/ John H.W. Hui
		John H.W. Hui Chief Executive Officer

21

EX-31.1

EXHIBIT 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

I, John H.W. Hui, Chief Executive Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005 of China World Trade Corporation (the "Registrant").

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	China World Trade Corporation (Registrant)
Date: May 12, 2005	By:	/s/ John H.W. Hui
		John H.W. Hui Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

I, Bernard Chan, Chief Financial Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005 of China World Trade Corporation (the "Registrant").

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	China World Trade Corporation (Registrant)
Date: May 12, 2005	By:	/s/ Bernard Chan
		Bernard Chan Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China World Trade Corporation (the "Registrant") on Form 10-QSB for the period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John H.W. Hui, Chief Executive Officer of the Registrant, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	China World Trade Corporation (Registrant)
Date: May 12, 2005	By:	/s/ John H.W. Hui
		John H.W. Hui Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China World Trade Corporation (the "Registrant") on Form 10-QSB for the period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bernard Chan, Chief Financial Officer of the Registrant, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	China World Trade Corporation (Registrant)
Date: May 12, 2005	By:	/s/ Bernard Chan
		Bernard Chan Chief Financial Officer