10QSB 1 form10qsb.htm CWTD 10QSB 03/31/2007
 

 


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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, 2007
 
[  ]       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) 2886 - 0608
(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, 2007, there were 49,565,923 shares of Common Stock, $.001 par value, outstanding.
 
Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]
 
 



 
 
 
 
 
Page No.
 
 
 
Item 1. Financial Statements
 
 
 
Unaudited Condensed Consolidated Balance Sheet 
4
- As of March 31, 2007
 
 
 
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
5
- Three-Month Period Ended March 31, 2007 and 2006
 
 
 
Unaudited Condensed Consolidated Statements of Cash Flows
6
- Three-Month Period Ended March 31, 2007 and 2006
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
7
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
 
 
Item 3. Controls and Procedures
21
 
 
 
 
 
22
 
 
Item 2. Changes in Securities
23
 
 
Item 3. Defaults Upon Senior Securities
23
 
 
Item 4. Submission of Matters to a Vote of Security Holders
23
 
 
Item 5. Other Information
23
 
 
Item 6. Exhibits and Reports on Form 8-K
23
 

 
PART I -- FINANCIAL INFORMATION

 

 

CHINA WORLD TRADE CORPORATION
March 31, 2007
           
       
Unaudited
 
       
US$
 
           
ASSETS
 
Note
     
Current assets:
         
Cash and cash equivalents
       
$
82,479
 
Accounts receivable, net
         
3,411
 
Prepayments
         
1,493,115
 
Other current assets
         
33,930
 
Disposal consideration receivable
   
9
   
3,000,000
 
Rental and other deposits
         
255,340
 
Due from affiliate company
   
3(a
)
 
45,567
 
Due from related company
   
3(b
)
 
18,994
 
             
Total Current Assets
         
4,932,836
 
               
Property, Plant and Equipment:
             
Property, plant and equipment, net
         
60,435
 
Investment in affiliate companies
   
8
   
8,838,062
 
             
Total Assets
       
$
13,831,333
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
             
Accounts payable
       
$
12,727
 
Accrued expenses
         
459,234
 
Due to a shareholder
   
3(d
)
 
1,135,766
 
Due to related companies
   
3 (c
)
 
68,524
 
Deferred income
         
5,013
 
Other current liabilities
         
255,744
 
Total Current Liabilities
         
1,937,008
 
               
Total Liabilities
         
1,937,008
 
               
Minority interest in consolidated subsidiaries
         
8,643
 
               
Commitments and contingencies (Note 10)
             
               
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, 49,565,923 shares issued and outstanding as of March 31, 2007
   
7
   
49,566
 
Additional paid-in capital
         
41,010,482
 
Accumulated other comprehensive income
             
- foreign currency translation adjustment
         
67,695
 
Accumulated deficit
         
(29,242,061
)
             
               
Total Stockholders’ Equity
         
11,885,682
 
               
Total Liabilities and Stockholders’ Equity
       
$
13,831,333
 
               
               
The accompanying notes are an integral part of these condensed consolidated financial statements.
 


CHINA WORLD TRADE CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss
           
   
Note
 
Three-month period ended March 31,
 
       
2007
 
2006
 
       
US$
 
US$
 
       
Unaudited
 
Unaudited
 
Operating revenues
                
Club and business centre
         
151,242
   
152,615
 
Business traveling services
         
-
   
1,121,480
 
Business value-added services
         
-
   
634,120
 
Rental
         
-
   
3,461
 
           
151,242
   
1,911,676
 
Operating costs and expenses
                   
Club and business centre
         
8,324
   
7,706
 
Business traveling services
         
-
   
169,381
 
Business value-added services
         
-
   
299
 
Rental
         
-
   
-
 
           
8,324
   
177,386
 
Other expenses
                   
Bad debts recovered
         
(12,268
)
 
-
 
Impairment, depreciation and amortization
         
5,914
   
148,261
 
Stock-based consultancy expenses
   
5
   
629,425
   
-
 
Selling, general and administrative expenses
         
549,976
   
2,000,976
 
           
1,173,047
   
2,149,237
 
                     
 
Loss from operations
         
(1,030,129
)
 
(414,947
)
Non-operating income (expense)
                   
Other income
         
192
   
42,635
 
Interest income
         
352
   
11,937
 
Interest expense
         
-
   
(54,197
)
Realized gain on disposal of available-for-sale securities
         
-
   
46,000
 
Equity in earnings of affiliates
   
8
   
(56,429
)
 
-
 
 
Loss before income tax and minority interests
         
(1,086,014
)
 
(368,572
)
Income tax expense
         
-
   
(46,022
)
 
Loss before minority interests
         
(1,086,014
)
 
(414,594
)
Minority interests
         
8,963
   
14,806
 
 
Net income/(loss)
       
$
(1,077,051
)
$
(399,788
)
Other comprehensive income (loss):
                   
Unrealized holding gain (loss) arising during the period
         
-
   
(855,250
)
Less: reclassification adjustments for gains or losses
         
-
   
(46,000
)
Included in net profit (loss)
                   
Foreign currency translation adjustment arising during the period
         
8,232
   
-
 
Comprehensive income (loss)
         
(1,068,819
)
 
(1,301,038
)
                     
Loss per share of common stock
         
(0.02
)
 
(0.01
)
                     
Weighted average number of common stock outstanding
         
45,892,590
   
33,668,923
 
                     
                     
The accompanying notes are an integral part of the condensed consolidated financial statements. 


CHINA WORLD TRADE CORPORATION
Condensed Consolidated Statements of Cash Flows
 
     
Three-month period ended
March 31, 
 
     
2007
   
2006
 
   
Unaudited 
   
Unaudited
 
   
US$ 
 
 
US$
 
  
Cash flows from operating activities:              
Net income (loss)
   
(1,077,051
)   (399,788 )
               
Adjustments to reconcile net loss to net cash used in operating activities:
             
Minority interest
   
(8,963
)
 
(14,806
)
Share of losses in affiliate companies
   
56,429
   
-
 
Depreciation and amortization
   
5,914
   
74,378
 
Bad debts recovered
   
(12,268
)
 
-
 
Impairment loss on property, plant and equipment
   
-
   
8,519
 
Impairment loss on current assets
   
-
   
65,004
 
Stock issued for services
   
629,425
   
-
 
Realized gain on available-for-sale securities
   
-
   
(46,000
)
Available for sale securities received as income
   
-
   
(375,000
)
(Decrease) increase in deferred income
   
(83
)
 
98,344
 
Changes in working capital:
             
Accounts receivables
   
2,749
   
(983,030
)
Other current assets
   
(5,343
)
 
(406,578
)
Loans receivable
   
-
   
311,299
 
Due from related parties
   
-
   
(198
)
Due from related companies
   
(6,726
)
 
(24,602
)
Due from an affiliate company
   
(20,404
)
 
-
 
Rental and other deposits
   
(26
)
 
21,879
 
Prepayments
   
(1,092
)
 
(151,510
)
Hire purchase creditor
   
-
   
86,482
 
Account payables
   
315
   
(234,907
)
Accrued expenses
   
(75,885
)
 
(219,835
)
Other current liabilities
   
106,963
   
50,673
 
Due to related parties
   
-
   
618
 
Due to related companies
   
17,242
   
(56,018
)
Income tax payable
   
-
   
23,895
 
Net cash used in operating activities
   
(388,804
)
 
(2,171,181
)
Cash flows from investing activities:
         
-
 
Proceeds from a subsidiary disposed in preceding year
   
900,000
   
-
 
Acquisition of property, plant and equipment
   
(635
)
 
(228,167
)
Proceeds from disposal of available-for-sale securities
   
-
   
146,000
 
Net cash provided by (used in) investing activities
   
899,365
   
(82,167
)
Cash flows from financing activities:
             
Advance from (repayment to) a shareholder
   
(543,459
)
 
443,739
 
Proceeds from new bank loan
   
-
   
1,852,469
 
Repayment of amount borrowed
   
-
   
(277,870
)
Net cash provided by (used in) financing activities
   
(543,459
)
 
2,018,338
 
               
Foreign currency translation adjustments
   
8,233
   
-
 
Net increase (decrease) in cash and cash equivalents
   
(24,665
)
 
(235,010
)
Cash and cash equivalents at beginning of period
   
107,144
   
3,234,864
 
Cash and cash equivalents at end of period
   
82,479
   
2,999,854
 
               
Supplemental disclosure information:
             
Interest paid
   
-
   
54,197
 
Income tax paid
   
-
   
46,022
 
               
               
The accompanying notes are an integral part of the condensed consolidated financial statements.

 
NOTES TO FINANCIAL STATEMENTS
 
1.      BASIS OF PRESENTATION
 
UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. As permitted by Form 10-QSB instructions, we have not disclosed the detailed information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Accordingly, the unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements for the year ended December 31, 2006, which is included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 16, 2007. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The Company operates 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.

The Company holds a 40% equity interest in its affiliate, General Business Network (Holdings) Ltd. (“GBN”), which acquired a majority stake of Guangdong New Generation Commercial Management Limited ( “New Generation”) in August 2004. New Generation provides business travel services, and acts as a consolidator of airline tickets and hotel accommodations in China.

The Company holds a 25% equity interest in its affiliate, CWT International Excursion Investment Limited, which acquired a majority stake of Suzhou Tongli International Excursion Development Limited (“Suzhou Tongli”) in July 2006. Suzhou Tongli is the sole legal tourism operator and planner for Tongli, an ancient town in Jiangsu province of China and home of the Tuisi Garden, a UNESCO World Cultural Heritage site. The revenue of Suzhou Tongli mainly comes from traditional sightseeing entrance ticketing and from a combination of participative tourism programs, leisure tourism, extended vacation tourism, value-added business travel and so on. Suzhou Tongli owns the entrance tickets operation rights for 12 scenic spots in Tongli, which include 3 exclusively operated scenic spots and 9 collaboratively operated scenic spots.

New Accounting Pronouncement
 
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements. SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of SFAS 157 to materially impact its financial position or results of operations.
 
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159 (“SFAS 159”), The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements." The adoption of this statement is not expected to have a material effect on the Company's financial statements.
 

 
2.           
GOING CONCERN CONSIDERATIONS

Though the Company has a positive net working capital of US$2,995,828 as of March 31, 2007, the Company had net loss of US$1,077,051 and US$399,788 for the three-month periods ended March 31, 2007 and 2006, respectively. 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 they believe 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.  AMOUNT DUE FROM/TO RELATED PARTIES

(a) Due from affiliate company
 
     
As of
March 31,
2007
US$ 
 
CWT International Excursion Investment Ltd.
   
45,567
 
Classified as current assets
   
45,567
 
 
The amounts due from affiliate company as of March 31, 2007 represented unsecured advances which are interest-free and repayable on demand.
         
(b) Due from related companies
 
 
     
As of
March 31,
2007
US$ 
 
GBN Wealth Management Limited
   
18,994
 
Classified as current assets
   
18,994
 
 
The amounts due from related companies as of March 31, 2007 represented unsecured advances which are interest-free and repayable on demand.
         
(c) Due to related companies
 
 
     
As of
March 31,
2007
US$  
 
Guangzhou Goldlion City Properties Co., Ltd.
   
3,635
 
Beijing Wanlong Economic Consultancy Corporation Ltd.
   
40,877
 
Guangzhou City International Exhibition Co.
   
24,012
 
Classified as current liabilities
   
68,524
 
 
The amounts due to related companies as of March 31, 2007 represented unsecured advances which are interest-free and repayable on demand.
         
(d) Due to a shareholder
 
 
     
As of
March 31,
2007
US$ 
 
Mr. William Tsang
   
1,135,766
 
Classified as current liabilities
   
1,135,766
 
 
The amount due to a shareholder as of March 31, 2007 represented unsecured advances which are interest-free and repayable on demand.


4.  RELATED PARTY TRANSACTIONS

(a)  Names and relationship of related parties

 
Existing relationships with the Company
   
Beijing Wanlong Economic Consultancy Corporation Ltd.
PRC partner of a subsidiary
   
Bernard Chan
An ex-officer and an ex-shareholder of the Company
   
Chan Chi Ming
A director, shareholder and officer of the Company
   
Chen De Xiong
A director and shareholder of a former subsidiary
   
Chen Zeliang
A director and ex-shareholder of the Company
   
CWT International Excursion Investment Limited
An affiliate company of the Company
   
GBN Wealth Management Limited
A former subsidiary which a director of the Company is a director
   
Glory River Corporation
A company which an officer of the Company is a director
   
Goldlion Holdings Ltd.
A company controlled by close family members of a director
   
Guangdong Huahao Industries Group Co. Ltd.
A shareholder of a a former subsidiary
   
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
   
Ho Chi Kin
A former independent director of the Company
   
Huang Ze Hua
A shareholder and director of a former subsidiary
   
John Hui
A director, shareholder and ex-officer of the Company
   
Luo Chao Ming
A director and shareholder of the Company
   
Renard Investments Limited
A company controlled by close family members of a director
   
Suo Hong Xia
A shareholder and director of a former subsidiary
   
William Tsang
A director, shareholder and officer of the Company
 
 
(b) Summary of related party transactions

   
Three-month period ended
March 31, 2007
 
Three-month period ended
March 31, 2006
 
 
 
US$
 
US$
 
           
Consultancy fee expenses to
         
Beijing Wanlong Economic Consultancy Corporation Ltd.
   
4,802
   
4,631
 
Bernard Chan
   
-
   
12,821
 
Chen Dexiong
   
-
   
1,482
 
Guangzhou City International Exhibition Co.
   
4,802
   
4,631
 
Glory River Corporation
   
17,308
   
13,462
 
Huang Zehua
   
-
   
926
 
Suo Hongxia
   
-
   
463
 
               
Director fee to
             
Ho Chi Kin
   
-
   
1,000
 
William Tsang
   
37,500
   
37,500
 
Chan Chi Ming
   
19,334
   
19,266
 
John Hui
   
-
   
-
 
Luo Chao Ming
   
1,152
   
4,869
 
Chen Zeliang
   
3,842
   
3,705
 
               
Rent and related expenses to
             
Renard Investments Limited
   
10,365
   
-
 
Guangzhou Goldlion City Properties Co., Ltd.
   
57,534
   
53,750
 
Guangzhou Goldlion Environmental Technology Co., Ltd.
   
47,499
   
43,207
 
               
Personal guarantee granted from
             
Mr. William Tsang
   
-
   
19,231
 
               
Traveling expenses to
             
Guangzhou Sanranxin Travel Ltd.
   
17,347
   
-
 

 
5.  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 there are no options outstanding at March 31, 2007.

Pursuant to a registration statement filed as of June 8, 2006 and December 21, 2006, the 2006 Non-qualified Stock Compensation Plan has become effective. It is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common stock under the Plan supports and increases the Company's ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. The total number of shares of the Company available for grants of Stock Options and Common Stock under the Plan shall be 6,500,000, which are not subject to any restriction on transferability and are to be granted to certain employees, officers, directors and consultants.

As of March 31, 2007, 6,500,000 shares in total under the 2006 Non-qualified Stock Compensation Plan have been fully issued. Please see footnote no. 7 below for details.

The cost of stock based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18").

The following table shows the stock-based compensation recognized during the three months periods ended March 31, 2007 and 2006.

   
Number of
 
Three-month period ended March 31,
 
   
shares
 
2007
 
2006
 
Stock-based compensation recognized for consultancy services
 
issued
 
US$
 
US$
 
               
Stock issued in February 2007
             
Expenses to Canyon Red Group Limited
   
691,000
   
31,095
   
-
 
Expenses to Techpro Services Limited
   
1,437,000
   
167,650
   
-
 
Expenses to Perfect Bright Holdings Limited
   
712,000
   
100,867
   
-
 
Expenses to Grande Angel International Limited
   
2,860,000
   
79,560
   
-
 
               
     
5,700,000
   
379,172
   
-
 
Stock issued in August 2006
                   
Expenses to Geentree Financial Group, Inc.
   
800,000
   
250,253
     
                     
     
6,500,000
   
629,425
   
-
 


6. BUSINESS SEGMENT INFORMATION

The following segment presentation of net income includes the equity in earnings of the Company’s affiliate GBN and CWT Excursion for the respective periods in net income, but not their respective operating revenues and profit or loss from operation.

The equity in earnings of GBN are $2,604 and Nil for the three months ended March 31, 2007 and 2006 respectively.

The equity in losses of CWT Excursion are $59,034 and Nil for the three months ended March 31, 2007 and 2006 respectively.

 
 
Three-month period ended
March 31,
 
Three-month period ended
March 31,
 
 
 
2007
 
2006
 
 
 
US$
 
US$
 
Operating revenues
 
 
 
 
 
Club and business centre
   
151,242
   
152,615
 
Business traveling services
   
-
   
1,121,480
 
Business value-added services
   
-
   
634,120
 
Rental
   
-
   
3,461
 
 
         
 
   
151,242
   
1,911,676
 
 

 
 
US$
 
US$
 
Profit (Loss) from operations
 
 
 
 
 
Club and business centre
   
(121,679
)
 
(98,569
)
Business traveling services
   
(131,962
)
 
23,427
 
Business value-added services
   
(31,659
)
 
449,714
 
Rental
   
-
   
(226,447
)
 
         
 
   
(285,300
)
 
148,125
 
Corporate expenses
   
(744,829
)
 
(563,072
)
Consolidated operating loss
   
(1,030,129
)
 
(414,947
)
 
         
Realized gain on available-for-sale securities
             
Other income
   
192
   
42,635
 
Interest income
   
352
   
11,937
 
Interest expense
   
-
   
(54,197
)
Realized gain on available-for-sale securities
   
-
   
46,000
 
Equity in earnings of affiliates
   
(56,429
)
 
-
 
 
         
Net loss before income taxes and minority interest
   
(1,086,014
)
 
(368,572
)


7.  ISSUANCE OF SHARES

The following capital stock transactions, which were all recorded at fair values as of their respective date of agreements, occurred during the three months ended March 31, 2007:

(a)  
On February 27, 2007, the Company issued 691,000 shares to Canyon Red Group Limited for consulting services provided. Of the total amount of consultancy fee of $186,570, $15,893 and $31,095 had been accounted for as expenses during the year ended December 31, 2006 and three months ended March 31, 2007 respectively in accordance with terms of the consultancy contract, which is based on the five days average market price preceding the vested date (that is, contract date) of $0.27 as of November 15, 2006 multiplied by the 691,000 shares issued. The shares issued were unrestricted, pursuant to an S-8 registration filed with the SEC on June 8, 2006. The services provided relate to conducting a feasibility study and/or implement various information technology solution and advising the Company on the IT development strategy in Tongli Town, Jiangsu, the People's Republic of China.

(b)  
On February 27, 2007, the Company issued 1,437,000 shares to Techpro Services Ltd. for consulting services provided. Of the total amount of consultancy fee of $502,950, $74,507 and $167,650 had been accounted for as expenses during the year ended December 31, 2006 and three months ended March 31, 2007 respectively in accordance with terms of the consultancy contract, which is based on the vested date (that is, contract date) reference share price of $0.35 as of November 20, 2006 multiplied by the 1,437,000 shares issued. The shares issued were unrestricted, pursuant to an S-8 registration filed with the SEC on December 21, 2006. The services provided relate to advisory services on the business development, and facilitation services in the expansion of the World Trade Center Clubs and/or CEO Clubs network within the People’s Republic of China.

(c)  
On February 27, 2007, the Company issued 712,000 shares to Perfect Bright Holdings Limited for consulting services provided. Of the total amount of consultancy fee of $242,080, $100,867 had been accounted for as expenses during the three months ended March 31, 2007 in accordance with terms of the consultancy contract, which is based on the vested date (that is, contract date) reference share price of $0.34 as of January 17, 2007 multiplied by the 712,000 shares issued. The shares issued were unrestricted, pursuant to an S-8 registration filed with the SEC on December 21, 2006. The services provided relate to a feasibility study on the developing resort and related business in Tongli Town, Wujiang City, Jiangsu Province, People’s Republic of China.

(d)  
On February 27, 2007, the Company issued 2,860,000 shares to Grande Angel International Ltd. for consulting services provided. Of the total amount of consultancy fee of $1,029,600, $79,560 had been accounted for as expenses during the three months ended March 31, 2007 in accordance with terms of the consultancy contract, which is based on the vested date (that is, contract date) reference share price of $0.36 as of January 15, 2007 multiplied by the 2,860,000 shares issued. The shares issued were unrestricted, pursuant to an S-8 registration filed with the SEC on December 21, 2006. The services provided relate to advisory in strategic planning of business, business development and marketing to the area of Guangzhou and Beijing.
 
8.  INVESTMENT IN AFFILIATES

The Company accounts for its 25% interest in CWT International Excursion Investment Limited (“CWT Excursion”), a company organized and existing under the laws of the British Virgin Islands, and 40% interest in General Business Network (Holdings) Limited (“GBN”), a company organized and existing under the laws of Hong Kong SAR, under the equity method of accounting. Under the equity method of accounting, the Company’s share of income or loss of CWT Excursion and GBN are recorded as “Equity in earnings of affiliates” in the consolidated statement of operation.

Carrying value of affiliates consists of the following:
       
  
     
Three months ended March 31, 2007
US $ 
   
Twelve months ended December 31, 2006
US $ 
 
               
General Business Network (Holdings) Limited.              
               
Carrying value in GBN at beginning of period
   
2,538,529
   
-
 
Acquisition during the year at carrying value
   
-
   
2,666,667
 
Equity in earnings of GBN
   
2,604
   
(128,138
)
Cash dividend received from GBN
   
-
   
-
 
Carrying value in GBN at end of period
   
2,541,133
   
2,538,529
 
CWT International Excursion Investment Limited
             
Carrying value in CWT Excursion at beginning of period
   
6,355,963
   
-
 
Acquisition during the year at carrying value
   
-
   
6,408,000
 
Equity in earnings of CWT Excursion
   
(59,034
)
 
(52,037
)
Cash dividend received from CWT Excursion
   
-
   
-
 
Carrying value in CWT Excursion at end of period
   
6,296,929
   
6,355,963
 
               
Carrying value in affiliates at end of period
   
8,838,062
   
8,894,492
 
 
 
Unaudited condensed results of operations of CWT Excursion are summarized below. All amounts are presented in accordance with accounting principles generally accepted in the United States. The revenues and expenses have been translated at weighted−average exchange rates.
 
     
Three-month period ended March 31,
 
     
2007
US$
Unaudited 
 
 
2006
US$
Unaudited 
 
               
Operating revenues
   
639,391
   
-
 
Operating costs and expenses
   
(1,083,783
)
 
-
 
Loss from operation
   
(444,392
)
 
-
 
Interest income
   
894
   
-
 
Minority interest
   
207,364
   
-
 
Net loss
   
(236,134
)
 
-
 

Unaudited condensed results of operations of GBN are summarized below. All amounts are presented in accordance with accounting principles generally accepted in the United States. The revenues and expenses have been translated at weighted−average exchange rates. The comparative figures for 2006 are those figures during which GBN was a subsidiary of the Company.
 
     
Three-month period ended
March 31,
 
     
2007
US$
Unaudited 
 
 
2006
US$
Unaudited 
 
               
Operating revenues
   
1,151,230
   
1,499,942
 
Operating costs and expenses
   
(1,102,451
)
 
(1,359,871
)
Profit from operation
   
48,779
   
140,071
 
Other income less other expenses
   
5,613
   
(45,090
)
Income tax
   
(20,101
)
 
(46,022
)
Minority interest
   
(27,781
)
 
14,806
 
Net profit
   
6,510
   
63,765
 

(a) Acquisition of affiliate

On September 25, 2006, the Company together with its wholly owned subsidiary, Rainbow Wish Limited (“Rainbow Wish”), entered into a Share Exchange Agreement (the “Agreement”) with 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 Company 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. Pursuant to the terms of the Agreement, the Company will issue 9,000,000 shares of its common stock (the “CWTD Shares”) to Mr. Tsang in exchange for 25 common shares of CWT Excursion owned by him (the “CWT Excursion Shares”) to Rainbow Wish, presenting a 25% equity interest in 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. Pursuant to the Agreement, Mr. Tsang has also 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. Please see footnote no. 1 for business operation of CWT Excursion.
 

The acquisition consideration of CWT Excursion amounts to $6,408,000, which is taken as the carrying value in CWT Excursion at acquisition date of September 25, 2006. It is the fair market value of the CWTD Shares to be issued to Mr. Tsang, based on the closing bid price for the common stock of CWTD in the last five trading days preceding the date of the Agreement of $0.712.

The investment in CWT Excursion is categorized as an equity method investment because the Company owns 25% of its equity, which is 20% or more and is 50% or less of its outstanding capital stock. It is included in the consolidated income statement using the equity method of accounting and is included in balance sheet at cost plus equity accounting adjustments.

(b)  
Addition of affiliate

Upon disposal of 60% of General Business Network (Holdings) Limited (“GBN”) common shares on September 29, 2006, the Company holds 40% of its outstanding capital stock. GBN becomes an affiliate subsequent to the disposal. The carrying value of GBN at September 29, 2006 of $2,666,667 is ascertained with reference to consideration for 60% equity of GBN disposed ($4,000,000 x 40%/60%).


9. Disposal consideration receivable

Disposal consideration receivable is the consideration receivable from Wisdom Plus Limited relating to the disposal of GBN on September 29, 2006.

The total consideration of US$4,000,000 is to be paid by 4 installments from September 30, 2006 to July 29, 2007 in cash or shares of common stock issued by any Pink Sheet companies or OTCBB companies in lieu of the consideration. Cash of US$1,000,000 had been received as of March 31, 2007 in accordance with the Agreement with the following schedules: US$100,000 to be paid on September 30, 2006; US$900,000 to be paid on January 29, 2007; US$1,000,000 to be paid on April 29, 2007; and US$2,000,000 to be paid on July 29, 2007. 

10. CONTINGENCIES

Prior to the completion of acquisition by the Company, Guangdong New Generation Commercial Management Ltd. (“New Generation”), a former subsidiary of the Company, 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, New Generation 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 New Generation has undertaken to indemnify the Company against such shortfall and additional tax-related liabilities. As of March 31, 2007, the estimated further surcharges and penalties which New Generation was potentially liable amounted to US$9,470,714 and US$185,771 respectively. The estimated further penalties were based on the highest charge rate of the range from 50% to 500%.

Subsequent to the disposal of GBN on September 29, 2006, New Generation ceased to be a subsidiary of the Company and this contingency will have a potential indirect effect on the carrying value of the investment in affiliate companies. Of total US$8,838,062, investment in affiliate company relating to GBN amounted to US$2,541,133 as of March 31, 2007.
 

Item 2. Management's discussion and analysis of financial conditions and results of operation
 
PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS
 
    This report contains certain forward-looking statements about our operations. The reader 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. Since June 2002,, our business objective has been 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. We have grown through acquisitions and internal growth and our business objectives have expanded as set forth in the following paragraphs.

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 Virtual Edge to the Company in exchange for 1,961,175 shares of our pre-split common stock, representing approximately 75% of our outstanding shares of the common stock. Accordingly, 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 the September 15, 2000, which resulted in Main Edge owning 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 warrants for the shares of our common stock by Mr. Tsang and Powertronic in March 2004 and in July 2004, and the 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.
   
China World Trade Corporation ("China World Trade") has established its businesses into three distinct divisions, namely the club and business center; business travel services; and 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. China World Trade currently operates the Guangzhou World Trade Center Club, consisting of over 4,000 square meters, and The Beijing World Trade Center Club, which is located at 2nd Floor, Office Tower II, Landmark Towers Beijing, 8 North Dongsanhuan Road, Beijing PRC, and consisting of 730 square meters. 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 member operates 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 member of our affiliated CEO Clubs family has $20 million in annual sales.
 
Since the completion of the acquisition of majority stake of Guangdong New Generation Commercial Management Limited (the “New Generation Group” or “New Generation”) in August 2004, the Business Travel Services division has provided the necessary platform for China World Trade Corporation to focus on the high growth, travel related businesses. Although New Generation has contributed most of the revenue for the Company since the acquisition, the management of the Company, after careful monitoring the industry for a period of time, noticed that the profit margin of air-ticketing business is diminishing because of the continuous higher fuel price and additional cost associated into it, not to mentioned the foreseeable huge increasing cost on manpower in China because of its improving living standards. The management made a decision on September 29, 2006 to sell 60% of our equity holding on General Business Networks (Holdings) Limited which holds 51% of the outstanding capital stock of Guangdong New Generation Commercial Management Limited. In order to diversify our interest in business related travel services, the management acquired 25% equity interest of CWT International Excursion Limited which owns 51% of the outstanding capital stock of a joint venture company known as Suzhou Tongli (International) Excursion Development Limited (“Suzhou Tongli”) on September 25, 2006. Suzhou Tongli is a company organized and existing under the laws of the People’s Republic of China; and is in the business of operating tourist concessions in Tongli Town, Suzhou City, Jiangsu Province, People’s Republic of China. This strategic acquisition is believed to provide the Company with entry into the high margin tourism segment of the travel business because Tongli town is quickly becoming one of the most popular domestic and international tourist destinations in China with strong tourism, business travel growth opportunities in the region.
 
 
The Business Value-Added Services division concentrates on value-added services of merchant related businesses as well as on consultancy services. Our Company will leverage the network and database of the Business Clubs, New Generation and Suzhou Tongli to provide business related services to its clients. In addition, this division also provides consultancy services to China World Trade's members and clients in the corporate strategy and business development 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, 2007 and March 31, 2006. The data should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of the Company for the three-month period ended March 31, 2007 and March 31, 2006 and related notes thereto.
 
CHINA WORLD TRADE CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income
In Thousands (000), Except Per Share Data
 
   
Three-month period ended March 31,  
 
   
2007
 
% of
 
2006
 
% of
 
   
US$
 
Revenue
 
US$
 
Revenue
 
   
Unaudited
     
Unaudited
     
Operating revenues
                 
Club and business centre
   
151
   
100.0
   
153
   
7.9 
 
Business traveling services
   
-
   
-
   
1,122
   
58.7
 
Business value-added services
   
-
   
-
   
634
   
33.2
 
Rental
   
-
   
-
   
3
   
0.2
 
      151     100.0     1,912     100.0  
Gross profit
                 
Club and business centre
   
143
   
94.7
   
145
   
7.6
 
Business traveling services
   
-
   
-
   
952
   
49.8
 
Business value-added services
   
-
   
-
   
634
   
33.1
 
Rental
   
-
   
-
   
3
   
0.2
 
                           
      143     94.7     1,734     90.7  
Other expenses
                 
Bad debts recovered
   
(12
)
 
(8.0
)
 
-
   
-
 
Impairment, depreciation and amortization
   
6
   
4.0
   
148
   
7.7
 
Stock-based consultancy expenses     629     416.6     -     -  
Selling, general and administrative expenses
   
550
   
364.2
   
2,001
   
104.7
 
                           
      1,173     776.8     2,149     112.4  
                           
Loss from operations
    (1,030 )   (682.1 )   (415 )   (21.7
 
Non-operating income (expense)
                 
Other income
   
-
   
-
   
43
   
2.2
 
Interest income
   
-
   
-
   
12
   
0.6 
 
Interest expense
   
-
   
-
   
(54
)
 
(2.8
)
Realized gain on disposal of available-for-sale securities
   
-
   
-
   
46
   
2.4
 
                           
Equity in earnings of affiliates     (56 )   (37.1 )   -     -  
 
      (1,086 )   (719.2 )   (368 )   (19.3 )
Income tax expense
   
   
-
   
(46
)
 
(2.4
)
                           
Loss before minority interests     (1,086 )   (719.2 )   (414 )   (21.7 )
Minority interests
   
9
   
6.0
   
15
   
0.8
 
                           
Net income/(loss)
   
(1,077
)
 
(713.2
)
 
(399
)
 
(20.9
)
Other comprehensive income (loss):
                         
Unrealized holding gain (loss) arising during the period
   
-
   
-
   
(856
)
 
(44.7
)
Less: reclassification adjustments for gains or losses
   
-
   
-
   
(46
)
 
(2.4
)
Included in net profit (loss)
                         
Foreign currency translation adjustment arising during the period
   
8
   
5.3
   
-
   
-
 
Comprehensive income (loss)
   
(1,069
)
 
(707.9
)
 
(1,301
)
 
(68.1
)
                           
Loss per share of common stock
   
(0.02
)
       
(0.01
)
     
                           
Weighted average number of common stock outstanding
   
45,892,590
         
33,668,923
       
 
 
THREE-MONTH PERIOD ENDED MARCH 31, 2007 COMPARED TO THREE-MONTH PERIOD ENDED MARCH 31, 2006

Operating Revenue

We have provided club and business center services through our subsidiary Guangzhou World Trade Center Club located in Guangzhou Province, the PRC since June 2002, and business value-added services and other 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. However, the revenue from our business traveling service does not include under the operating revenue since the holding of both General Business Network (Holdings) Limited and CWT International Investment Limited are classified as affiliate companies. Their equities in earnings are presented under the item of Other Income/ Expense. Consolidated operating revenue for the three-month period ended March 31, 2007 was approximately 151,000, compared to $1,912,000 for the same corresponding period in year 2006, a decrease of $1,761,000 or 92.1%. The decrease was mainly due to the reclassification of accounting treatment on the affiliated companies of General Business Network (Holdings) Limited (“GBN”) and CWT International Excursion Investment Limited (“CWT Excursion”); as well as the non-activities from our business value-added services..

Our mix of operating revenues will continue to shift. 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. We believe that our revenue will continue to improve steadily under normal business circumstances.

Of the $151,000 revenue in the three-month period ended March 31, 2007, all of revenue were generated from providing club related services by our Guangzhou World Trade Center Club and Beijing World Trade Center Club.

Consolidated gross profit decreased by $1,591,000 or 91.8% for the three-month period ended March 31, 2007 over the same corresponding period in year 2006. The decrease was predominantly driven by the disposal of the 60% equity interest holding on GBN, which resulted in the reclassification as affiliate company and therefore no revenue of GBN was recorded under equity method of accounting. There has been no revenue generated from our business value-added services section for the first quarter. Gross profit from our club and business center has decreased slightly by $2,000 or 1.4% for the three-month period ended March 31, 2007 over the same corresponding period in year 2006. As a percentage of total operating revenues, the consolidated gross profit margin of 94.5% for the three-month period ended March 31, 2007 increased from 90.7% for the same corresponding period in 2006. 

Of the $143,000 total gross profit for the 3-month period ended March 31, 2007, all of the gross profit was generated from providing club and business center services, As compared to the same corresponding period in year 2006, the club and business center services represented a 7.6% (or $145,000) of the total gross profit; 49.8% (or $952,000) was generated from the business travel business, 33.2% (or $634,000) from the business value-added services; and the remaining 0.2% (or $3,000) from other (rental and cattle hide trading) businesses. The shift in segmental distribution was primarily due to the re-classification of affiliate companies’ income and operating cost and expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $822,000 or 41.1% to $1,179,000 for the three-month period ended March 31, 2007 from $2,001,000 for the same corresponding period in 2006. The decrease was mainly due to (1) the decrease in rents and office expenses and staff related costs in the amount of approximately $599,000; (2) the decrease in various advertising expenses in the amount of approximately $173,000; and (3) the decrease in salaries predominantly resulting from our business traveling services operation in the amount of approximately $401,000 (4) the decrease in consultancy expenses related to business value-added services in amount of approximately $230,000, which are partially offset by the increase in share-based consultancy expenses in amount of approximately $629,000. We believe the selling, general and administrative expenses will start to increase steadily if our businesses continue to grow.
 

Impairment Loss and Depreciation

Total impairment loss and depreciation were approximately $6,000 for the three-month period ended March 31, 2007, as compared to the same corresponding period in year 2006, a decrease of $142,000 or 95.9% from $148,000. The decrease was mainly due to the decrease in depreciation of our fixed asset from the business traveling services and the decrease in depreciation charges in the amount of $59,000. Under normal circumstances, we will review the impairment of our assets at the year end or at the anniversary of such assets.

Other Income and Realized Gain

The other income and realized gain decreased by approximately $89,000 for the three-month period ended March 31, 2007, as compared to the same corresponding period in 2006. There was no record of other income and realized gain for the period.

Equity in earnings of affiliates

We recorded equity in earnings of approximately $2,600 from our affiliate company General Business Network (Holdings) Limited and equity in loss of affiliate of approximately $59,000 from CWT International Investments Limited for the three-month period ended March 31, 2007. There was no corresponding figure for the same corresponding period in year 2006.

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 zero for the three-month period end March 31, 2007, as compared to $46,000 for the same corresponding period in year 2006, a decrease of $46,000 (or 100%).
 
Net Income /Comprehensive income

Net loss was approximately $1,077,000 for the three-month period ended March 31, 2007, as compared to the net loss in the amount of $400,000 for the same corresponding period in year 2006, an increase of approximately $677,000. The increase in net loss was the result of the disposal of majority interest equity holdings on business traveling services and the lack of revenue from our business value-added services for the reporting period. The management believes that our operations will continue to improve and we do not foresee a continuous trend of losses.
 
Liquidity and Capital Resources

As of March 31, 2007, cash and cash equivalents totaled $82,479, as compared to March 31, 2006 of $2,999,854, and December 31, 2006 of $107,144, a decrease of approximately $2.92 million and $25,000 respectively. This decrease in cash position in the amount of approximately $25,000 during the three-month period ended March 31, 2007 was the result of a combination of net cash used in financing activities in the amount of approximately $543,000 and net cash used in operating activities of approximately $389,000, offsetting by and net cash provided by investing activities of approximately $899,000 and foreigeign currency translation adjustment on cash of $8,000. The net cash used in financing activities was mainly due to a repayment of an advance from a shareholder for approximately $543,000. The net cash provided from investing activities was contributed by the proceeds from a subsidiary disposed in preceding year in the total amount of $900,000. The net cash used in operating activities was attributable to net loss net of non-cash adjustments of approximately $407,000, offsetting by the change in net working capital of approximately $18,000. This change in net working capital was due to the increase in other payables of $124,000, partially offsetting by increase in trade and other receivables of approximately $30,000, and decrease in accrued expenses of $76,000.
 

During the reporting period of the three-month ended March 31, 2007, there was a total of 5,700,000 new shares issued and our total issued and outstanding shares of our common stock was at 49,565,923 as of March 31, 2007.
 
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 our financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities. However, we do not have any immediate plan to pursue a public offering of our common stock.
 
OTHER SIGNIFICANT EVENTS

None

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 unfavorable 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.
 
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.

Quarterly Evaluation of Controls

As of the end of the period covered by this quarterly report on Form 10-QSB, we evaluated the effectiveness of the design and operation of (i) our disclosure controls and procedures ("Disclosure Controls"), and (ii) our internal control over financial reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by our President and Chief Executive Officer, Chi Ming Chan ("CEO") and Man Ha, our Chief Financial Officer ("CFO"). In this section, we present the conclusions of our CEO and CFO based on and as of the date of the Evaluation, (i) with respect to the effectiveness of our Disclosure Controls, and (ii) with respect to any change in our Internal Controls that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our Internal Controls.

CEO and CFO Certifications

Attached to this annual report, as Exhibits 31.1 and 31.2, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains the information concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.
 
Disclosure Controls and Internal Controls

Disclosure Controls are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed with the Commission under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms. Disclosure Controls are also designed with the objective of ensuring that material information relating to the Company is made known to the CEO and the CFO by others, particularly during the period in which the applicable report is being prepared. Internal Controls, on the other hand, are procedures which are designed with the objective of providing reasonable assurance that (i) our transactions are properly authorized, (ii) the Company's assets are safeguarded against unauthorized or improper use, and (iii) our transactions are properly recorded and reported, all to permit the preparation of complete and accurate financial statements in conformity with accounting principals generally accepted in the United States.

Limitations on the Effectiveness of Controls

Our management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances so of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision -making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Evaluation

The CEO and CFO's evaluation of our Disclosure Controls and Internal Controls included a review of the controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on the information generated for use in this annual report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is done on a quarterly basis so that the conclusions concerning the effectiveness of our controls can be reported in our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls, and to make modifications if and as necessary. Our external auditors also review Internal Controls in connection with their audit and review activities. Our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.
 

Among other matters, we sought in our Evaluation to determine whether there were any significant deficiencies or material weaknesses in our Internal Controls, which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information, or whether we had identified any acts of fraud, whether or not material, involving management or other employees who have a significant role in our Internal Controls. This information was important for both the Evaluation, generally, and because the Rule 13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO disclose that information to our Board (audit committee), and to our independent auditors, and to report on related matters in this section of the annual report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions". These are control issues that could have significant adverse affect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce, to a relatively low level, the risk that misstatement cause by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employee in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the Evaluation, and in each case, if a problem was identified; we considered what revisions, improvements and/or corrections to make in accordance with our ongoing procedures.
 
Conclusions

Based upon the Evaluation, our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives. Our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level to ensure that material information relating to we are made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented inconformity with accounting principals generally accepted in the United States. Additionally, there has been no change in our Internal Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Internal Controls.

 
PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any pending or threatened legal proceedings, other than as set forth below, in which we are involved. In addition, we are not aware of any pending or threatened legal proceedings in which entities affiliated with our officers, directors or beneficial owners are involved.

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”) (collectively the “Parties”), 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.

On April 19, 2007, the Motion by the Trustee in the above-mentioned Adversary Proceedings for an order authorizing the Trustee and the Complaint to enter into and approving the settlement of the Adversary Proceeding pursuant to Federal Rule of Bankruptcy Procedure 9019(a) was approved and granted by the judge in the U.S. Court for the Southern District of New York. The Trustee and the Complaint were further authorized to enter into the Stipulation Settling, such that CEO Clubs China Limited and China World Trade Corporation shall tender to the Trustee the sum of $45,000 which has led to the release and discharge of CEO Clubs China Limited and China World Trade Corp from any or all of claims, cause of actions and liabilities, arising from any matter whatsoever.
 
 
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 from our registration statement on Form 10-SB, filed with the Commission on September 9, 1999, SEC File No. 000-26119.
3.2
By-laws are hereby incorporated by reference from our registration statement on Form 10-SB, filed with the Commission on September 9, 1999, SEC File No. 000-26119.
  31.1
  31.2
  32.1
  32.2

(b) Reports on Form 8-K;

 None
 
   
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 15, 2007
By:  
/s/ Chi Ming Chan
 
Chi Ming Chan
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
Date: May 15, 2007
By:  
/s/ Man Ha
 
Man Ha
Chief Financial Officer
 
 
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