CWTD 8-K 10/20/2006

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

Date of Report (Date of Earliest Event Reported): October 20, 2006

CHINA WORLD TRADE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-26119

(Commission File Number)

87-0629754

(I.R.S. Employer Identification No.)

3^rd Floor, Goldlion Digital Network Center

138 Tiyu Road East, Tianhe

Guangzhou, The PRC 510620

(Address of Principal Executive Offices) (Zip Code)

011-8620-38780001

(Registrant's Telephone Number, Including Area Code)

_____________________________________________

Former Name or Former Address, if changed since last report

This Current Report on Form 8-K is filed by China World Trade Corporation, a Nevada corporation (the “Registrant”), in connection with the items described below.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The Share Exchange Agreement

On September 25, 2006, the Registrant entered into a Share Exchange Agreement (the “Agreement”) with Rainbow Wish Limited, a company organized and existing under the laws of the British Virgin Islands and a wholly owned subsidiary of the Registrant (“Rainbow Wish”), CWT International Excursion Investment Limited, a company organized and existing under the laws of the British Virgin Islands (“CWT Excursion”), and Chi Hung Tsang, the Chairman of the Registrant and holder of sixty percent (60%) of the capital stock of CWT Excursion, and also a citizen and resident of the People’s Republic of China (“Tsang”). Pursuant to the terms of the Agreement, the Registrant intends to issue 9,000,000 shares of common stock (the “CWTD Shares”) to Tsang in exchange for the transfer by Tsang of twenty-five (25) common shares of CWT Excursion (the “CWT Excursion Shares”) to Rainbow Wish, representing a 25% equity interest in CWT Excursion. A copy of the Agreement was attached as Exhibit 10 to a Current Report on Form 8-K filed with the Commission on September 29, 2006, and is incorporated by reference herein.

Approval of the Share Exchange Agreement

The Share Exchange Agreement was authorized by the affirmative vote of a majority of disinterested directors of the Registrant, with Chairman Tsang abstaining from the voting, in accordance with NRS Section 78.140. The Fair Market Value of the CWTD shares to be issued to Tsang based on the average closing bid price for the common stock of the Registrant for the last five trading days ending on September 25, 2006, equals approximately $6,408,000.

CWT Excursion

CWT Excursion was incorporated in March, 2006, and is the owner of 51% of the equity interest in a joint venture company known as Suzhou Tongli (International) Excursion Development Limited, which is a company organized and existing under the laws of the People’s Republic of China (“Suzhou Tongli”). Suzhou Tongli is in the business of operating tourist concessions in Tongli Town, Suzhou City, Jiangsu Province, People’s Republic of China.

Option to Purchase Additional CWT Excursion Shares

In addition to the twenty-five (25) shares of CWT Excursion, Tsang has agreed to grant Rainbow Wish the option to purchase an additional 35% of the capital stock of CWT Excursion within twelve months of the date hereof, at a price that will be agreed upon by both parties at the time of exercise of said option in a separate agreement.

The Closing

The Closing took place on October 20, 2005, upon delivery by Tsang to Rainbow Wish of a certificate for 25 common shares, no par value, of CWT Excursion, and the delivery of an irrevocable letter of instruction to the Registrant’s transfer agent requesting it to issue 9,000,000 restricted common shares of the Registrant to Tsang.

Ownership of Outstanding Shares

The Registrant had approximately 34.1 million shares of common stock issued and outstanding as of June 30, 2006. As a result of the 9,000,000 share Regulation S offering, Tsang will own approximately 22.9 million shares of common stock, representing approximately 53% of the total 43.1 million shares of common stock issued and outstanding after the transaction.

SIGNATURES

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


	China World Trade Corporation

Date: October 20, 2006	By:	/s/ Chi Ming Chan
		Chi Ming Chan Chief Executive Officer