-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzjP5i4HhbS9K4xzgwhAa6V9B2Yhr8vxmdkHEBQHEgveNBNvbf4zVnNSTJSVM/Mu nxFteg0bXyCqmyP0Yaf/vg== 0001264931-07-000501.txt : 20071114 0001264931-07-000501.hdr.sgml : 20071114 20071114121443 ACCESSION NUMBER: 0001264931-07-000501 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA WORLD TRADE CORP CENTRAL INDEX KEY: 0001081834 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870629754 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26119 FILM NUMBER: 071242195 BUSINESS ADDRESS: STREET 1: GOLDION DIGITAL NETWORK CENTER STREET 2: 138 TI YU RD. E. 4TH FL CITY: TIAN HE GUANGZHOU STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185298826818 MAIL ADDRESS: STREET 1: GOLDION DIGITAL NETWORK CENTER STREET 2: 138 YI TU RD E. CITY: TIAN HE GUANGHOU STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TXON INTERNATIONAL DEVELOPMENT CORP DATE OF NAME CHANGE: 19990329 10QSB 1 form10qsb.htm CWTD 10QSB 09/30/2007 form10qsb.htm



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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 September 30, 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 September 30, 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 September 30, 2007
 
 
 
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
5
- Three-Month Period and Nine-Month Period Ended September 30, 2007 and 2006
 
 
 
Unaudited Condensed Consolidated Statements of Cash Flows
6
- Nine-Month Periods Ended September 30, 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
18
 
 
Item 3. Controls and Procedures
26
 
 
 
 
 
28
 
 
Item 2. Changes in Securities
28
 
 
Item 3. Defaults Upon Senior Securities
28
 
 
Item 4. Submission of Matters to a Vote of Security Holders
28
 
 
Item 5. Other Information
28
 
 
Item 6. Exhibits
28
 
 
PART I -- FINANCIAL INFORMATION


Unaudited financial statements of China World Trade Corporation for the nine months ended September 30, 2007 and 2006.

China World Trade Corporation
 
-  
Condensed Consolidated Balance Sheet as of September 30, 2007
   
-  
Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month and nine-month periods ended September 30, 2007 and 2006
   
-  
Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2007 and 2006.
   
-  
Notes to Condensed Consolidated Financial Statements
 
 
 
China World Trade Corporation

Unaudited Condensed Consolidated Balance Sheet
As of September 30, 2007
             
             
             
ASSETS
 
Note
   
US$
 
Current assets:
           
Cash and cash equivalents
        $
76,475
 
Accounts receivable, net
         
7,191
 
Prepayments
         
16,251
 
Other current assets
         
34,761
 
Note receivable – sale of affiliate
   
12
     
1,900,000
 
Rental and other deposits
           
265,956
 
Due from affiliate company
    3 (a)    
51,977
 
   Total Current Assets
           
2,352,611
 
                 
Property, plant and equipment, net
           
47,975
 
Marketable securities – Available-for-sale
   
5
     
4,400,000
 
Investment in affiliate companies
   
11
     
6,236,528
 
   Total Assets
          $
13,037,114
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
Current liabilities:
               
Accounts payable
          $
10,523
 
Accrued expenses
           
384,966
 
Due to a shareholder
    3 (c)    
1,681,529
 
Due to related companies
    3 (b)    
112,655
 
Deferred income
           
5,225
 
Other current liabilities
           
173,254
 
   Total Current Liabilities
           
2,368,152
 
                 
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
   
 
     
49,566
 
Additional paid-in capital
           
41,010,482
 
Deferred stock-based compensation
            (840,232 )
Accumulated other comprehensive income
               
- foreign currency translation adjustment
    13 (b)    
57,228
 
- unrealized loss on marketable securities -available-for-sale
    13 (a)    
400,000
 
Accumulated deficit
            (30,008,082 )
Total Stockholders’ Equity
           
10,668,962
 
                 
Total Liabilities and Stockholders’ Equity
          $
13,037,114
 
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements. 
 
China World Trade Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income
Three-month and Nine-month periods ended September 30, 2007 and 2006
             
             
   
Three-month Periods Ended
   
Nine-month Periods Ended
 
   
September 30,
   
September 30,
 
             
         
Restated
         
Restated
 
   
 2007
   
 2006
   
2007
   
2006
 
   
 US$
   
 US$
   
US$
   
US$
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating revenues
                       
                         
Club and business centre
   
157,016
     
184,903
     
463,491
     
511,999
 
Hotel Management
   
8,321
     
-
     
8,321
     
-
 
Total operating revenues
   
165,337
     
184,903
     
471,812
     
511,999
 
                                 
Operating costs and expenses
                               
Club and business centre
   
2,135
     
9,584
     
20,176
     
26,323
 
     
2,135
     
9,584
     
20,176
     
26,323
 
                                 
Other expenses
                               
Bad debts expense (recovered)
   
-
      (28,255 )    
5,133
      (28,255 )
Impairment, depreciation and amortization
   
6,118
     
5,526
     
17,470
     
18,174
 
Stock-based consultancy expenses
   
238,012
     
355,315
     
1,280,822
     
1,099,907
 
Selling, general and administrative expenses
   
380,350
     
688,376
     
1,346,842
     
2,103,954
 
                                 
     
624,480
     
1,020,962
     
2,650,267
     
3,193,780
 
                                 
Loss from continuing operations
    (461,278 )     (845,643 )     (2,198,631 )     (2,708,104 )
                                 
Non-operating income (expense)
                               
Other income
   
33,474
     
814
     
39,970
     
25,875
 
Interest income
   
146
     
140
     
685
     
520
 
Equity in earnings of affiliates
    (39,788 )    
-
      (119,434 )    
-
 
Gain on disposal of a subsidiary
   
-
     
-
     
12,272
     
-
 
Loss on disposal of an affiliate
   
-
     
-
      (541,133 )    
-
 
Impairment loss on investment in an affiliate
   
-
      (2,140,359 )    
-
      (2,140,359 )
Loss on disposal of interest in a subsidiary
   
-
      (3,210,538 )    
-
      (3,210,538 )
   
 
   
 
   
 
   
 
 
Profit (Loss) from continuing operations before extraordinary item, income taxes and minority interest
    (467,446 )     (6,195,586 )     (2,806,271 )     (8,032,606 )
Provision for income taxes
 
- 
   
- 
   
- 
   
- 
 
                                 
Profit (Loss) from continuing operations before extraordinary item and minority interest
    (467,446 )     (6,195,586 )     (2,806,271 )     (8,032,606 )
Minority interest
 
- 
   
- 
   
- 
   
- 
 
                                 
Net profit (loss) from continuing operations before extraordinary item
    (467,446 )     (6,195,586 )     (2,806,271 )     (8,032,606 )
                                 
Discontinued operations:
                               
Income (loss) from discontinued operations
   
-
      (430,484 )     (36,801 )     (475,510 )
                                 
Net income (loss) before extraordinary item
    (467,446 )     (6,626,070 )     (2,843,072 )     (8,508,116 )
                                 
Extraordinary item:
                               
Negative goodwill recognized as income
   
-
     
-
     
1,000,000
     
-
 
                                 
Net income (loss)
    (467,446 )     (6,626,070 )     (1,843,072 )     (8,508,116 )
                                 
Other comprehensive income:
                               
Unrealized holding gain (loss) arising for the period
    (880,000 )    
-
     
400,000
      (1,108,375 )
Less: Reclassification adjustment for gains or losses included in net profit (loss)
   
-
     
-
     
-
      (46,000 )
Foreign currency translation adjustment arising during the period
   
16,914
     
-
     
19,351
     
-
 
Less: Reclassification adjustment for gains or losses included in net profit (loss)
   
-
      (15,393 )    
-
      (15,393 )
                                 
Comprehensive income (loss)
    (1,330,532 )     (6,641,463 )     (1,423,721 )     (9,677,884 )
                                 
Profit (Loss) from continuing operations per share of common stock-Basic and diluted
    (0.01
)
    (0.18  )    
(0.06
)    
(0.24
)
                                 
Profit (Loss) from discontinued operations per share of common stock-Basic and diluted
    -       (0.01 )     -       (0.01 )
                                 
Profit (Loss) from extraordinary income per share of common stock-Basic and diluted
    -       -       (0.02 )     -  
                                 
Weighted average number of shares of common stock outstanding
   
49,565,923
     
34,465,923
     
48,375,813
     
34,030,578  
 
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements. 
 
 
China World Trade Corporation

Condensed Consolidated Statements of Cash Flows
Nine-month periods ended September 30, 2007 and 2006
       
   
Nine-month periods ended
September 30,
 
   
2007
   
2006
 
   
Unaudited
   
Unaudited
 
   
US$
   
US$
 
Cash flows from continuing operating activities:
           
Net loss
    (1,843,072 )     (8,508,116 )
Net loss from discontinued operations
    36,801       475,510  
Net loss from continuing operations
    (1,806,271 )     (8,032,606 )
Adjustments to reconcile net loss from continuing operation to net cash used in continuing operating activities:
               
Negative goodwill recognized as income
    (1,000,000 )    
-
 
Stock issued for services
   
1,371,221
     
1,099,907
 
Loss on disposal of an affiliate
   
541,133
     
-
 
Share of losses in affiliate companies
   
119,434
     
-
 
Depreciation  and amortization
   
17,470
     
18,174
 
Bad debts
   
5,133
     
-
 
Profit on disposal of a subsidiary
    (12,272 )        
Impairment loss on current assets
   
-
      (5,160 )
Loss on disposal of interest in a subsidiary
   
-
     
3,210,539
 
Impairment loss on investment in an affiliate
   
-
     
2,140,359
 
Impairment loss on current assets
   
-
     
-
 
(Decrease) increase in deferred income
   
129
      (903 )
Changes in working capital:
               
Accounts receivables
    (5,715 )     (3,298 )
Other current assets
    (6,915 )     (20,248 )
Due from related companies
    (449 )    
467,274
 
Due from an affiliate company
    (26,814 )    
-
 
Rental and other deposits
    (11,778 )     (95 )
Prepayments
    (15,856 )    
214
 
Account payables
    (1,889 )     (2,466 )
Accrued expenses
    (238,627 )    
32,686
 
Other current liabilities
   
28,132
     
45,545
 
Due to related companies
   
61,373
     
17,346
 
Net cash used in continuing operating activities
    (982,561 )     (1,032,732 )
                 
Cash flows from continuing operations investing activities:
               
Proceeds from a subsidiary disposed in preceding year
   
900,000
     
-
 
Proceeds from disposal of an affiliate
   
100,000
     
-
 
Acquisition of a subsidiary - net of cash required
   
2,962
     
-
 
Disposal of a subsidiary
   
-
      (1,353,749 )
Acquisition of property, plant and equipment
   
-
      (84,634 )
Net cash used in continuing operations investing activities
   
1,002,962
      (1,438,383 )
                 
Cash flows from continuing operations financing activities:
               
Advance from (repayment to) a shareholder
   
2,304
     
1,120,931
 
Net cash provided by continuing operations financing activities
   
2,304
     
1,120,931
 
                 
Net decrease in cash from continuing operations
   
22,705
      (1,350,184 )
                 
Discontinued operations:
               
Cash provided by (used in) discontinued operating activities
    (53,191 )     (2,756,873 )
Cash provided by (used in) discontinued operations investing activities
    (635 )     (539,133 )
Cash provided by (used in) discontinued operations financing activities
   
-
     
1,557,850
 
Net cash provided by (used in) discontinued operations
    (53,826 )     (1,738,156 )
                 
Foreign currency translation adjustments
   
452
     
-
 
                 
Net increase (decrease) in cash and cash equivalents
    (30,669 )     (3,088,340 )
Cash and cash equivalents at beginning of year
   
107,144
     
3,234,864
 
Cash and cash equivalents at end of year
   
76,475
     
146,524
 
                 
Analysis of balances of cash and cash equivalents
               
Cash and bank balances
   
76,475
     
146,524
 
                 
Supplemental disclosure information:
               
Interest paid
   
-
     
210,418
 
Income tax paid
   
-
     
103,037
 
                 
Non-cash operating, investing and financing activities:
               
Common stocks issued for services
   
1,042,810
     
1,099,907
 
Purchase of a subsidiary by:
               
Set off against disposal consideration in arrear
   
3,000,000
     
-
 
Disposal of a subsidiary by:
               
Disposal consideration in arrear
   
1,900,000
     
-
 
Available for sale securities received as income
   
-
      (375,000 )
                 
                 
The accompanying notes are an integral part of the condensed consolidated financial statements. 

 
NOTES TO FINANCIAL STATEMENTS

1.           
BASIS OF PRESENTATION

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 September 30, 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 has sold its holdings of 40% equity interest in its affiliate, General Business Network (Holdings) Ltd. (“GBN”), on September 29, 2007.  The latter 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.

Certain of the 2006 figures in the unaudited condensed consolidated statements of operations and comprehensive loss have been restated to conform with the presentation adopted in 2007.

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. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has not determined the affect of adopting this standard.
 

The Financial Accounting Standards Board, the Emerging Issues Task Force (the “EITF”) and the Securities and Exchange Commission have issued certain other accounting pronouncements and regulations as of September 30, 2007 which will be effective in future periods.  Management of the Company has reviewed these changes and does not believe that any of those pronouncements would have significant effect on the Company’s financial statements, measurements or disclosures had they been in effect during 2007, 2006 and 2005, and they do not believe that any of those pronouncements will have a significant impact on the Company’s financial statements at the time they become effective.

2.           
GOING CONCERN CONSIDERATIONS

CWTD has a net loss of US$467,446 and US$6,626,070 for the three-month periods ended September 30, 2007 and 2006 respectively, and incurred a deficit operating cash flow of US$982,562 and US$1,032,733 for the three-month periods ended September 30, 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   
     September 30, 2007   
US$  

CWT International Excursion Investment Ltd.  
   
51,977
 
Classified as current assets  
   
51,977
 
            
The amounts due from affiliate company as of September 30, 2007 represented unsecured advances which are interest-free and repayable on demand.
 
            
 
(b) Due to related companies
     
   
As of
September 30, 2007
 
   
US$
 
       
Beijing Wanlong Economic Consultancy Corporation Ltd.
    (54,921 )
Guangzhou City International Exhibition Co.
    (14,979 )
Guangzhou Goldlion City Properties Co., Ltd.
    (42,755 )
         
Classified as current Liabilities
    (112,655 )

The amounts due to related companies as of September 30, 2007 represented unsecured advances which were interest-free and repayable on demand.
 
(c) Due to a shareholder
     
   
As of
September 30, 2007
 
   
US$
 
       
Mr. William Tsang
   
1,681,529
 
         

The amount due to a shareholder represents unsecured advances which are interest-free and repayable on demand.
 
 
4.           RELATED PARTY TRANSACTIONS

(a)           Names and relationship of related parties

 
   
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 officer and ex-shareholder of the Company
   
Chen De Xiong
A shareholder and director 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
   
Glory River Corporation
A company which an officer of the Company is a director
   
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
   
HK (Xian) Trade Association Ltd.
A non-profit making organization in which a director of the Company is a director
   
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
   
June Yang
A director
   
Ye Xinlong
A director
   
Larry Wei Fan
A Chief Financial Officer
   
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 Periods Ended    
   
Nine-month Periods Ended    
 
   
September 30,
   
September 30,
 
                         
         
 Restated
         
 Restated
 
   
2007
   
 2006
   
 2007
   
 2006
 
   
US$
   
US$
   
US$
   
US$
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Consultancy fee expenses to
                       
Beijing Wanlong Economic Consultancy Corporation Ltd.
   
4,993
     
4,631
     
14,680
     
13,893
 
Bernard Chan
           
-
             
12,821
 
Chen Dexiong
           
1,482
             
4,446
 
Guangzhou City International Exhibition Co.
   
4,993
     
4,631
     
14,680
     
13,893
 
Glory River Corporation
           
17,308
     
34,616
     
48,077
 
Huang Zehua
           
926
     
1,852
     
2,778
 
Suo Hongxia
 
 
     
463
     
926
     
1389
 
                                 
Director salary to
                               
Ho Chi Kin
           
-
             
1,000
 
William Tsang
   
37,500
     
37,500
     
112,500
     
112,500
 
Chan Chi Ming
           
19,266
     
26,419
     
57,797
 
June Yang
   
6,567
     
-
             
--
 
Luo Chao Ming
   
1,182
     
1,111
     
3,103
     
10,850
 
Chen Zeliang
   
0
     
3,705
     
6,403
     
7410
 
                                 
Rent and related expenses to
                               
Renard Investments Limited
   
10,365
     
-
     
31,095
     
-
 
Guangzhou Goldlion City Properties Co., Ltd.
   
27,790
     
59,767
     
143,850
     
168,888
 
Guangzhou Goldlion Environmental Technology Co., Ltd.
   
51,029
     
44940
     
146,847
     
131,353
 
                                 
Personal guarantee granted from
                               
Mr. William Tsang
 
19,231 
     
19,231
     
19,231
     
19,231
 
 
5.           AVAILABLE-FOR-SALE SECURITIES

Available-for-sale securities represent equity securities of which the aggregate cost, gross unrealized gains and losses and fair value are as follows:

   
   As of Sep 30, 2007    
 
                   
   
Cost
   
Gross unrealized gain
   
Fair value
 
   
US$
   
US$
   
US$
 
Available-for-sale:
                 
Equity securities
                 
Non-current assets – Mobile Entertainment, Inc.
   
4,000,000
     
400,000
     
4,400,000
 

Mobile Entertainment, Inc. (formerly named as BIZ Outsourzing, Inc.) is a Nevada corporation whose common stock is listed for quotation in the Pink Sheets market.
 

6.           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 September 30, 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 September 30, 2007, 6,500,000 shares in total under the 2006 Non-qualified Stock Compensation Plan have been fully issued.

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 month and nine month periods ended September 30, 2007 and 2006
 
         
Three-month Periods Ended
   
Nine-month Periods Ended
 
         
September 30,
   
September 30,
 
               
Restated
         
Restated
 
   
Number of
   
2007
   
2006
   
2007
   
2006
 
   
shares
   
US$
   
US$
   
US$
   
US$
 
Stock-based compensation recognized for consultancy services
 
issued
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                               
Stock issued in February 2007
                             
Expenses to Canyon Red Group Limited
   
691,000
     
31,095
     
-
     
93,285
     
-
 
Expenses to Techpro Services Limited
   
1,437,000
     
93,143
     
-
     
428,443
     
-
 
Expenses to Perfect Bright Holdings Limited
   
712,000
     
20,173
     
-
     
242,080
     
-
 
Expenses to Grande Angel International Limited
   
2,860,000
     
93,600
     
-
     
266,760
     
-
 
   
 
                                 
     
5,700,000
                                 
Stock issued in August 2006
                                       
Expenses to Geentree Financial Group Inc.
   
800,000
     
-
     
274,000
     
250,253
     
571,747
 
                                         
     
6,500,000
                                 
                                         
Stock issued in April 2006
                                       
Expenses to Mr. Andy Lau (1)
   
117,000
     
-
     
81,315
             
144,560
 
Expenses to Grace Motion Inc. (1)
   
280,000
     
-
                     
383,600
 
   
 
   
 
   
 
   
 
   
 
 
     
397,000
     
238,012
     
355,315
     
1,280,822
     
1,099,907
 
 
(1)  Pursuant to 2003 Non-qualified Stock Compensation Plan in accordance with registration statement filed with the SEC as of October 28, 2003.
 
 
7. BUSINESS SEGMENT INFORMATION

   
Three-months Periods Ended September 30,
   
Nine-months Periods Ended September 30,
 
   
2007
   
Restated 2006
   
2007
   
Restated 2006
 
   
US$
   
US$
   
US$
   
US$
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating revenues
                       
Club and business centre
   
157,016
     
184,903
     
463,491
     
511,999
 
Business traveling services
                               
Hotel Management
   
8,321
             
8,321
         
     
165,337
     
184,903
     
471,812
     
511,999
 
                                 
Profit (Loss) from continuing operations
                               
Club and business centre
    (126,399 )     (59,925 )     (378,601 )     (245,539 )
Business traveling services
                    (284,097 )        
Hotel Management
   
7,905
             
7,905
         
                                 
      (118,494 )     (59,925 )     (654,793 )     (245,539 )
Corporate expenses
    (342,784 )     (785,718 )     (1,543,839 )     (2,462,565 )
                                 
Consolidated operating loss from continuing operation
    (461,278 )     (845,643 )     (2,198,632 )     (2,708,104 )
                                 
Realized gain on marketable securities - available-for-sale
                               
Other income
   
33,474
     
814
     
39,971
     
25,876
 
Interest income
   
146
     
140
     
685
     
519
 
Interest expense
                               
Equities in earnings of affiliates
    (39,788 )             (119,434 )        
Gain on disposal of a subsidiary
                   
12,272
         
Loss on disposal of an affiliate
                    (541,133 )        
Impairment loss on investment in an affiliate
            (2,140,359 )             (2,140,359 )
Loss on disposal of interest in a subsidiary
            (3,210,538 )             (3,210,538 )
Realized gains on available-for-sale securities
                               
                                 
Net loss from continuing operation before extraordinary item, income taxes and minority interest
    (467,446 )     (6,195,586 )     (2,806,271 )     (8,032,606 )
 
8.     DISPOSAL OF A SUBSIDIARY

(a)  Summary of effect of  disposal  of  a subsidiary

Pursuant to the Sale & Purchase Agreement dated June 29, 2007, the Company disposed 100% of equity interest of Creative Idea Group Limited (“CIGL”) for a cash consideration of US$12,821 (or equivalent of HK$100,000).  The results of operations before the effective date of the disposal and gain on disposal on CIGL have been included in the condensed consolidated statement of operations and comprehensive income for the period. The aggregate purchase price $12,821 has been received in cash on June 13, 2007.
 
The excess of disposal consideration over fair value of net assets sold amounting to $12,272 was recorded as gain on disposal of a subsidiary in the condensed consolidated statement of operations and comprehensive income in this year.
 

9.     ACQUSITION OF A SUBSIDIARY

(a)  Summary of effect  of  acquisition of  a subsidiary

Pursuant to the Settlement Agreement dated April 9, 2007 between Wisdom Plus Ltd. and China Chance Enterprises Ltd., a wholly owned subsidiary of the Company, the consideration outstanding of US$3,000,000 relating to disposal of General Business Network (Holdings) Ltd. on June 29, 2006, a former subsidiary of the Company, was set off against consideration payable by the Company in respect of the acquisition of 100% equity interest of Sonytech Ltd, a BVI company.

Sonytech Ltd. beneficially owns 8,000,000 shares of Mobile Entertainment, Inc. (former name is BIZ Outsourzing, Inc.), a Nevada corporation whose common stock is listed for quotation in the Pink Sheets market.  The latter is accounted for as available-for-sale securities in the books of Sonytech Ltd.    Sonytech is an equity holding company and a dormant company, and has no other subsidiary.
 
(b)  
Extraordinary item

In accordance with Statement of Financial Accounting Standards No. 141 Business Combination, the negative goodwill was apportioned to each asset class on a pro rata basis.  As there is no other eligible asset apart from available-for-sale securities which can be reduced on a pro rata basis, unallocated negative goodwill remained is to be recognized as an extraordinary gain for the period immediately upon acquisition.  Management believes this is a fair treatment because of the dormant nature of Sonytech which implies there is no consideration contingency existing as stated in paragraph B193 of SFAS No. 141.

The following table summarizes the estimated fair value of the assets disposed and liabilities discharged at the date of acquisition.

   
US$
 
Assets acquired
     
Available-for-sale securities
   
4,000,000
 
   
 
 
Net assets acquired
   
4,000,000
 
Negative goodwill arising from acquisition of subsidiary
    (1,000,000 )
   
 
 
Acquisition consideration
   
3,000,000
 

In accordance with Statement of Financial Accounting Standards No. 141 Business Combination, the negative goodwill of US$1,000,000 is recognized as other income and has been included in statement of operations for the three months ended September 30, 2007.

(b)  Analysis of net outflow of cash and cash equivalents in respect of acquisition during the period
 
 
Nine–month Periods ended
 
September 30, 2007
 
US$
   
Cash consideration
Nil
Bank balance and cash acquired
Nil
   
Net outflow of cash and cash equivalents
Nil
 
 
10.     DISPOSAL OF AN AFFILIATE

Pursuant to a Sale and Purchase Agreement (“S&P Agreement”) dated June 29, 2007 between Wisdom Plus Ltd. and China Chance Enterprises Ltd., a wholly owned subsidiary of the Company, the Company disposed of its 40% equity interest in General Business Network (Holdings) Ltd. (“GBN”) at a consideration of US$2,000,000.  The consideration is to be settled in cash or shares of common stock issued by any Pink Sheet or OTCBB companies in lieu of the consideration.

To date, US$100,000 out of total consideration of US$2,000,000 has been received in cash.

Despite the S&P Agreement was signed on June 29, 2007, Management believes the negotiation and discussion of the S&P Agreement was practically concluded in early April 2007.  The delay in signing is due to the unexpected change in travel schedules of the signing parties of the Agreement.

The Management believes taking April 1, 2007 as the effective date of disposal is a fair treatment, having regard to the fact that the influence over the daily management and operation of GBN and its subsidiaries effectively ended in early April 2007 and the immaterial amount of share in earnings of affiliates under equity accounting method to be included in the condensed consolidated statement of operations and comprehensive income for the period.

Loss on disposal of an affiliate is determined as follows

   
US$
 
       
Carrying value as of April 1, 2007
     
General Business Network (Holdings) Limited.
     
Carrying value as of December 31, 2006
   
2,538,529
 
Equity in earnings during the three months ended March 31, 2007
   
2,604
 
Cash dividend received
   
-
 
   
 
 
Carrying value as of April 1, 2007
   
2,541,133
 
Disposal consideration
   
2,000,000
 
   
 
 
Loss on disposal of an affiliate
   
541,133
 
 
 
11.           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-month Periods Ended
   
Nine-month Periods Ended
 
   
September 30,
   
September 30,
 
         
Restated
         
Restated
 
   
2007
   
2006
   
2007
   
2006
 
   
US$
   
US$
   
US$
   
US$
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
General Business Network (Holdings) Limited.
                       
Carrying value at beginning of period
   
2,541,133
     
-
     
2,538,529
     
-
 
Equity in earnings during the period
   
-
     
-
     
2,604
     
-
 
Cash dividend received
   
-
     
-
     
-
     
-
 
Disposal during the period at carrying value
    (2,541,133 )    
-
      (2,541,133 )    
-
 
Carrying value at end of period
   
-
     
-
     
-
     
-
 
CWT International Excursion Investment Limited
                               
Carrying value at beginning of period
   
6,276,316
     
-
     
6,355,963
     
-
 
Equity in earnings during the period
    (39,788 )    
-
      (119,435 )    
-
 
Cash dividend received
   
-
     
-
     
-
     
-
 
Disposal during the period at carrying value
   
-
     
-
     
-
     
-
 
Carrying value at end of period
   
6,236,528
     
-
     
6, 236,528
     
-
 
                                 
Carrying value in affiliates at end of period
   
6, 236,528
     
-
     
6, 236,528
     
-
 
 
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 close rates.
 
   
Three-month Periods Ended
   
Nine-month Periods Ended
 
   
September 30,
   
September 30,
 
         
Restated
         
Restated
 
   
2007
   
2006
   
2007
   
2006
 
   
US$
   
US$
   
US$
   
US$
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Operating revenues
   
808,566
     
-
     
2,712,301
     
-
 
Operating costs and expenses
    (1,122,763 )    
-
      (3,626,617 )    
-
 
Loss from operation
    (314,198 )    
-
      (914,317 )    
-
 
Interest and other income
   
3,685
     
-
     
7,632
     
-
 
Minority interest
   
151,359
     
-
     
428,943
     
-
 
Net loss
    (159,154 )    
-
      (477,742 )    
-
 
 
 
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 is a subsidiary of the Company.

   
Three-month period ended March 31,
 
   
2007
   
2006
 
   
US$
   
US$
 
   
Unaudited
   
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 June 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, representing 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 Jun 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 and disposal of affiliate

Upon disposal of 60% of General Business Network (Holdings) Limited (“GBN”) common shares on June 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 June 29, 2006 of $2,666,667 is ascertained with reference to consideration for 60% equity of GBN disposed ($4,000,000 x 40%/60%).

GBN, as an affiliate of the Company, was disposed on June 29, 2007 at a consideration of US$2,000,000.  Please see footnote no. 10 for details.
 
 
12.           Note  receivable – sale of affiliate

Disposal consideration receivable is the consideration receivable from Wisdom Plus Limited relating to the disposal of GBN, as an affiliate, on June 29, 2007.

The total consideration of US$2,000,000 is to be paid by 2 installments from June 30 to December 31, 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$100,000 had been received as of June 13, 2007 in accordance with the Agreement with the following schedules: US$100,000 to be paid on June 30, 2007; US$1,900,000 to be paid on December 31, 2007. 

13.           Accumulated Other Comprehensive Income

(a)  
         Unrealized gain on marketable securities-available-for-sale

Unrealized gain on marketable securities-available-for-sale of $400,000 relates to the Company’s investment in the common stock of Mobile Entertainment Inc.  The amount of $400,000 represents the increase in fair value based on the common stock market value as of September 30, 2007, as defined by SFAS No. 130 “Accumulated Other Comprehensive Income (Loss)”.

(b)           Foreign currency translation adjustment

Foreign currency translation adjustment of $57,228 relates to changes in unrealized gains and losses on foreign currency translation in accordance with statement of Financial Accounting Standards No. 52, "Foreign Currency Translation".  This comprehensive income is not included in the computation of income tax expense or benefit.
 
14.           DISCONTINUED OPERATIONS

Upon disposal of 60% equities interest of GBN on June 29, 2006 as detailed in footnote no. 10 above, it becomes an affiliate of the Company.  As the Company still maintains a significant influence over the management and control of GBN, it is not treated as discontinued operation from October 1, 2006 onwards.  Subsequent to the disposal of the remaining 40% equity interest in GBN on June 29, 2007 as detailed in footnote no. 11 above, it is treated as discontinued operation for the period.

Upon disposal of 100% equity interest of CIGL on June 29, 2007 as detailed in footnote no. 8 above, it is treated as discontinued operation for the period.

Condensed consolidated statement of operation and comprehensive income and Condensed consolidated statement of cash flows and segment information on footnote no. 7 have been adjusted to reflect discontinued operations relating to GBN and CIGL.  2006 comparative figures have been restated accordingly to conform with the presentation of discontinued operation for the period.
 
15.           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 last available figures), 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 100% equity interest in GBN in two transactions on June 29, 2007 and June 29, 2006, New Generation ceased to be a subsidiary of the Company and this contingency no longer exists.
 

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.
 
 The following analysis of the results of operations and financial condition of the Company should be read in conjunction with the financial statements of the Company for the year ended December 31, 2006 and notes thereto contained in the report on Form 10-KSB as filed with the Securities and Exchange Commission.
 

OVERVIEW
 
    We were incorporated in the State of Nevada in 1998 to engage in any lawful corporate undertaking. Since Jun 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 and providing services to our members and clients 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, The People’s Republic of China.  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 15th day of June 2000, which resulted in Main Edge owning 15,689,400 shares of our common stock. On June 3, 2002 and December 17, 2002, there were consummation of two private placement financings by Powertonic Holdings Limited (“Powertronic”) which acquired a total of 2,000,000 common stocks of the Company and warrants to purchase up to 4,000,000 shares.  On December 17, 2002, we acquired General Business Network (Holdings) Limited by the issuance of 4,000,000 shares and warrants to purchase up to 4,000,000 shares of our common stocks.  On April 20, 2004, a subsidiary of the Company acquired 51% equity interest of Guangdong New Generation Commercial Management Limited (“GNGCM”) and its 7 subsidiaries in cash and the issuance of common stocks.  Subsequently to the disposal of 60% of the capital stock of General Business Network (Holdings) Ltd (“GBN”) on June 29, 2006, the Company has disposed the remaining 40% of capital stock of GBN on June 29, 2007. GBN is the holding company of GNGCM.  In June 2007, the Company issued 9,000,000 shares of its common stock to acquire CWT International Excursion Investment Limited, a company owns 51% equity interest in a joint venture company known as Suzhou Tongli International Excursion Development Limited in the business of operating tourist concessions in Tongli Town, Jiangsu Province, China. In August 2007, we incorporated two BVI companies under Virtual Edge Limited, namely the CWT Hotel Management Services Limited and CWT Investment Services Limited.
 
   
China World Trade Corporation ("China World Trade") has recently established its businesses into three distinct divisions, namely the club and business center; hotel management and strategic investment and consultancy 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 located on 3-4/F Goldlion Digital Network Center, 136-138 Tiyu Road East, Tianhe District, Guangzhou, The People’s Republic of China, and The Beijing World Trade Center Club, which is located at 2nd Floor, Office Tower II, Landmark Towers Beijing, 8 North Dongsanhuan Road, Beijing The People’s Republic of China with a floor area 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.
 
In 2007, the Company eliminated its lower-margin and price sensitive travel services division.  Leveraging its business clubs and travel services experience, China World Trade launched two new divisions in August 2007 to focus on hotel management and business investment & consultancy services.

The hotel management division focuses on high margin hotel management and development support services.  Its commitment is to work in synergy with China World Trade’s business clubs and investment service divisions to provide a high yielding, well managed hotel by utilizing all its resources and expertise. With a “hands-on” approach, CWT hotel management division will provide its clients with a wide range of hotel management services and solutions, including hotel conceptual design, consignment management, pre-opening, operation and consultancy of hospitality:

As the Investment and Financing Platform of CWTC, the strategic investment and consultancy services division provides investment and advisory services as an important bridge between foreign capital and fund raising needs of Chinese enterprises largely in the sectors of hotel, property, resources, manufacturing and technology.  Among the strategic investments of the company, China World Trade 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 June 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 of the 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.
 
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 and nine-month periods ended September 30, 2007 and 2006. The data should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of the Company for the three-month and nine-month periods ended September 30, 2007 and 2006 and related notes thereto.
 
 
   
Three-month Periods Ended
   
Nine-month Periods Ended
 
   
September 30,
   
September 30,
 
         
 
   
Restated
   
 
         
 
   
Restated
   
 
 
   
2007
   
% of
   
2006
   
% of
   
2007
   
% of
   
2006
   
% of
 
In US$ Thousand
 
US$
   
revenue
   
US$
   
revenue
   
US$
   
revenue
   
US$
   
revenue
 
   
(Unaudited)
         
(Unaudited)
         
(Unaudited)
         
(Unaudited)
       
Operating revenues
                                               
Club and business centre
   
157
     
95.0
     
185
     
100.0
     
463
     
98.2
     
512
     
100.0
 
Hotel Management
   
8
     
5.0
                     
8
     
1.8
                 
     
165
     
100
     
185
     
100
     
472
     
100
     
512
     
100.0
 
Gross profit
                                                               
Club and business centre
   
155
     
93.7
     
175
     
94.82
     
443
     
94.0
     
486
     
94.86
 
Hotel Management
   
8
     
5.0
   
 
   
 
     
8
     
1.8
   
 
   
 
 
Total gross profit
   
163
     
98.7
     
175
     
94.82
     
452
     
95.7
     
486
     
293.7
 
                                                                 
Other expenses
                                                               
Bad debts expense (recovered)
                    (28 )     (15.3 )    
5
     
1.1
      (28 )     (5.5 )
Impairment, depreciation and amortization
   
6
     
3.7
     
6
     
3.0
     
17
     
3.7
     
18
     
3.5
 
Stock-based consultancy expenses
   
238
     
144.0
     
355
     
192.2
     
1,281
     
271.5
     
1,100
     
214.8
 
Selling, general and administrative expenses
   
380
     
230.0
     
688
     
372.3
     
1,347
     
285.5
     
2,104
     
410.9
 
                                                                 
     
624
     
377.7
     
1,021
     
552.2
     
2,650
     
561.7
     
3,194
     
623.8
 
                                                                 
Loss from continuing operations
    (461 )     (279.0 )     (846 )     (457.3 )     (2,199 )     (466.0 )     (2,708 )     (528.9 )
                                                                 
Non-operating income (expense)
                                                               
Other income
   
33
     
20.2
     
1
     
0.4
     
40
     
8.5
     
26
     
5.1
 
Interest income
   
0
     
0.1
             
0.1
             
0.1
             
0.1
 
Interest expense
                                                               
Equity in earnings of affiliates
    (40 )     (24.1 )                     (119 )     (25.3 )                
Gain on disposal of a subsidiary
                                   
12
     
2.6
                 
Loss on disposal of an affiliate
                                    (541 )     (114.7 )                
Impairment loss on investment in an affiliate
                    (2,140 )     (1,157.6 )                     (2,140 )     (418.0 )
Loss on disposal of interest in a subsidiary
                    (3,211 )     (1,736.3 )                     (3,211 )     (627.1 )
Realized gains on available-for-sale securities
                                                               
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Profit (Loss) from continuing operations before extraordinary item, income taxes and minority interest
    (467 )     (282.7 )     (6,196 )     (3,350.7 )     (2,806 )     (594.8 )     (8,033 )     (1,568.9 )
Provision for income taxes
 
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
                                                                 
Profit (Loss) from continuing operations before before extraordinary item and minority interest
    (467 )     (282.7 )     (6,196 )     (3,350.7 )     (2,806 )     (594.8 )     (8,033 )     (1,568.9 )
Minority interest
 
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
                                                                 
Net profit (loss) from continuing operations before extraordinary item
    (467 )     (282.7 )     (6,196 )     (3,350.7 )     (2,806 )     (594.8 )     (8,033 )     (1,568.9 )
Discontinued operations:
                                                               
Income (loss) from discontinued operations
 
 
   
 
      (430 )     (232.8 )     (37 )     (7.8 )     (476 )     (92.9 )
                                                                 
Net income (loss) before extraordinary item
    (467 )     (282.7 )     (6,626 )     (3,583.5 )     (2,843 )     (602.6 )     (8,508 )     (1,661.7 )
Extraordinary item
                                                               
Negative goodwill recognized as income
 
 
   
 
   
 
   
 
     
1,000
     
211.9
   
 
   
 
 
                                                                 
Net income (loss)
    (467 )     (282.7 )     (6,626 )     (3,583.5 )     (1,843 )     (390.6 )     (8,508 )     (1,661.7 )
Other comprehensive income
                                                               
Unrealized gains on available-for-sale securities
                                                               
Unrealized holding gain arising for the period
    (880 )     (532.2 )                    
400
     
84.8
      (1,108 )     (216.5 )
Less: Reclassification adjustment for gains or losses included in net profit (loss)
                                                    (46 )     (9.0 )
Foreign currency translation adjustment arising during the period
   
17
     
10.2
                     
19
     
4.1
                 
Less: Reclassification adjustment for gains or losses included in net profit (loss)
 
 
   
 
      (15 )     (8.3 )  
 
   
 
      (15 )     (3.0 )
                                                                 
Comprehensive income (loss)
    (1,331 )     (804.7 )     (6,641 )     (3,591.9 )     (1,424 )     (301.8 )     (9,678 )     (1,890.2 )
 
  
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2007 COMPARED TO THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2006

As the Results of Operations for the three months ended September 30, 2007 and 2006 have been adjusted to reflect discontinued operations, the following discussion reflects operations without the discontinued operations.

Operating Revenue

Of the $163,000 total gross profit for the three-month period ended September 30, 2007, the gross profit was generated from providing club and business center services and hotel management services.

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. We have commenced our operation in the hotel management and investment consultancy services business since the launch of our two divisions in August 2007. Consolidated operating revenue for the three-month period ended September 30, 2007 was $165,000, compared to $185,000 for the same corresponding period in year 2006, a decrease of $20,000 or 10.8%. The decrease was mainly due from the slow down on club and business center services.  We did not record any revenue from business travel service since w had disposed of our 51% equity holding in GNGCM. Other business travel service from Suzhou Tongli were presented on Equity in earnings of affiliates since we hold a 25% equity interest in CWT Excursion using the equity method of accounting.

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. The hotel management division will focus on high margin hotel management and development support services; the investment and consulting services division invests in high-growth opportunities in the tourism, hospitality and business development services industries.  We believe that our revenue will continue to improve steadily under normal business circumstances.

Of the $165,000 revenue in the three-month period ended September 30, 2007, 95% of  revenues were generated from providing club related services by our Guangzhou World Trade Center Club and Beijing World Trade Center Club and 5% of revenues were generated from providing hotel management services by our hotel management division.

Consolidated gross profit decreased by $12,000 or 6.9% for the three-month period ended September 30, 2007 over the same corresponding period in year 2006. The decrease was driven by the decrease in gross profit of our club and business center resulting from a lower profit margin.  As a percentage of total operating revenues, the consolidated gross profit margin of 98.7% for the three-month period ended September 30, 2007 increased from 94.8% for the same corresponding period in 2006. Our profit margin was driven by the low cost from hotel management division.

Of the $163,000 total gross profit for the three-month period ended September 30, 2007, 5.0% of the gross profit was generated from providing hotel management service; 95.0% 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 94.8% (or $175,000) of the total gross profit.
 
Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $308,000 or 44.7% to $380,000 for the three-month period ended September 30, 2007 from $688,000 for the same corresponding period in 2006. The stock-based consultancy expenses decreased by approximately $117,000 or 32.9% to $238,000 for the three-month period ended September 30, 2007 from $355,000 for the same corresponding period in 2006. We believe the selling, general and administrative expenses will remain steady or increase steadily as our businesses continue to grow.
 
Stock-Based Consultancy Expenses

Total stock-based consultancy expenses were approximately $238,000 for the three-month period ended September 30, 2007, as compared to the same corresponding period in year 2006 , a decrease of approximately $117,000 or 32.9% from $355,000.  The decrease was mainly due to the decrease in issuing stock for the compensation of consultancy expenses.
 
Impairment Loss and Depreciation

Total impairment loss and depreciation were approximately $6,000 for the three-month period ended September 30, 2007, which has no change as compared to the same corresponding period in year 2006.  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 Other Non-Operating Income

We recorded approximately $33,000 from other income; an approximate loss of $40,000 from equity in earnings of affiliates from Suzhou Tongli.  There were no corresponding figures for these items, except for other income of approximately $1,000, for the same corresponding period in 2006.
 
There was no impairment loss on investment in an affiliate and no loss on disposal of interest in a subsidiary for three month period ended September 30,2007 ,as compared to loss from the same item non-operating of approximately $5,351,000 for the three month period ended September 30, 2006.
 
Interest Expenses, Net

No interest income or expense was recorded for the period.

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 ended September 30, 2007 and there was no corresponding figure for the same corresponding period in year 2006

Discontinued Operations

There was no Loss from discontinued operations for the three-month period ended September 30, 2007 as compared to loss from discontinued operation of approximately $430,000 for the three-month period ended September 30, 2006.

Extraordinary item

No Extraordinary income was recorded for the period.

Net Income /Comprehensive income

Net loss was approximately $467,000 for the three-month period ended September 30, 2007, as compared to the net loss in the amount of $6,196,000 for the same corresponding period in year 2006, a decrease of approximately $5,729,000. The decrease in net loss was the result of the lower selling, general and administrative expense including the stock-based consultancy expense, the decrease in impairment loss on investment in an affiliate and loss on disposal of interest in a subsidiary, the decrease in loss realized from discontinued operations during the three-month period ended September 30, 2007.
 
In addition, we recorded an unrealized loss on short-term investments (fair value adjustment) which is classified as other comprehensive loss in the amount of approximately $880,000 for the three-month period ended September 30, 2007, and there was no corresponding figure for the same corresponding period in 2006. This loss was the result of the unrealized loss in fair market value of the common stocks we received as part of the consideration for the disposal of 60% of GBN on June 29, 2006. Management believes that this unrealized loss will fluctuate from quarter to quarter if we continue to hold these shares. We intend and plan to offload these shares as soon as possible and within a period of 12 months upon receiving them.
 
The accounting loss or net comprehensive loss, after including the unrealized loss relating to short-term investments arising during the three-month period ended September 30, 2007 of $880,000 is approximately $1,331,000, as compared to a net comprehensive loss of $6,641,000 for the same corresponding period in 2006., of which the unrealized loss relating to short-term investments arising during the same corresponding period in 2006 is Nil.  Again, this unrealized loss will vary from quarter to quarter if we continue to hold on to these shares.

 
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2007 COMPARED TO NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2006

Since the Results of Operations for the nine month periods ended September 30, 2007 and 2006 have been adjusted to reflect discontinued operations, the following discussion reflects operations without the discontinued operations.

Operating Revenue

Consolidated operating revenue for the nine month period ended September 30, 2007 was $472,000, compared to $512,000 for the same corresponding period in 2006, a  decrease of $40,000 or 7.8%. The decrease was mainly the result of decrease in revenue generated by the club and business centre.

Of the $472,000 revenue in the nine month period ended September 30, 2007, 98.2% (approximately $463,000) of it was generated by providing club related services by our Guangzhou World Trade Center Club and Beijing World Trade Center Club, 1.8%( approximately $8,000) of it was generated by providing hotel management service by our Guangzhou World Trade Center Club; There was no revenue generated from business traveling services and business value-added services for the corresponding period in 2007.

Consolidated gross profit decreased by $34,000 or 7.0% for the nine month period ended September 30, 2007 over the same corresponding period in 2006. The decrease was predominantly driven by the decrease in gross profit of our club and business center resulting from slow business in the industry and lower profit margin.  As a percentage of total operating revenues, the club and business center has taken up the 98% of the total gross profit for the Company for the nine month period ended September 30, 2007, and the new business, hotel management has taken up 2%of the total gross profit for the nine month period ended September 30, 2007.
 
Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $757,000 or 35.9% to $1,347,000 for the nine month period ended September 30, 2007 from $2,104,000 for the same corresponding period in 2006.

Stock-Based Consultancy Expenses

Total stock-based consultancy expenses were approximately $1,281,000 for the nine month period ended September 30, 2007, as compared to the same corresponding period in 2006, an increase of approximately $181,000 or 16.4% from $1,100,000.  The increase was mainly due to the increase in issuing stock for the compensation of consultancy expenses.
 
Impairment Loss and Depreciation

Total impairment loss and depreciation were approximately $17,000 for the nine month period ended September 30, 2007, as compared to the same corresponding period in 2006, a decrease of $1,000 or 5.5% from $18,000.  The decrease was mainly due to the decrease in depreciable amount of property and equipment in our Clubs business during the nine month period ended September 30, 2007.
 
Other Income and Other Non-Operating Income and Realized Gain

The other income increased by approximately $14,000 for the nine month period ended September 30, 2007, as compared to the same corresponding period in 2006. The increase was primarily the result of waived other payable of approximately $27,521 (or RMB250,000) which occurred during the three month period ended September 30, 2007.

During the nine month period ended September 30, 2007, the Company incurred a loss of approximately $119,000 from equity in earnings of affiliates; and a net loss of approximately $528,000 from disposal of a subsidiary and an affiliate which is a former subsidiary of the Company.  There were no corresponding figures for the same corresponding period in 2006.
 
 
Interest Expenses, Net

Net Interest expenses were approximately $1,000 for the nine month period ended September 30, 2007, as compared to zero for the same corresponding period in 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 nine month period ended September 30, 2007 and there was no corresponding figure for the same corresponding period in 2006.
 
Discontinued Operations

Loss from discontinued operations for the nine month period ended September 30, 2007 was approximately $37,000 as compared to loss from discontinued operation of approximately $476,000 for the nine month period ended September 30, 2006. The decrease is because of the fact that for nine month period ended September 30, 2006, General Business Network (Holdings) Ltd. (“GBN”) loss of approximately $698,000, partially offset by Creative Idea Group Ltd. (“CIGL”) profit of approximately $222,000, results in a net loss of approximately $476,000.  For the nine month period ended September 30, 2007, loss for CIGL of approximately $39,000 was partially offset by equities in earnings of affiliates, GBN, of approximately $2,000.

Extraordinary item

Extraordinary income of $1,000,000 relating to the recognition of negative goodwill as income was recorded for the nine month period ended September 30, 2007. There were no corresponding figures for the same corresponding period in 2006.
 
Net Income (Loss) /Comprehensive income

Net loss was approximately $1,843,000 for the nine month period ended September 30, 2007, as compared to the net loss in the amount of $8,508,000 for the same corresponding period in 2006, a decrease of approximately $6,665,000. The decrease in net loss was mainly the result of the recording of negative goodwill recognized of $1,000,000 during the nine-month period ended September 30, 2007, partially offset by no impairment loss on investment in an affiliate and on a loss on disposal of interest in a subsidiary, while there was $5,351,000 of impairment loss on investment in an affiliate for the same corresponding period in 2006.

In addition, we recorded an unrealized gain on short-term investments (fair value adjustment) which is classified as other comprehensive income (loss) in the amount of approximately $400,000 for the nine month period ended September 30, 2007, as compared to an unrealized loss of $1,108,000 for the same corresponding period in 2006. This increase was the result of the unrealized increased gain in fair market value of the common stocks we received as part of the consideration for the disposal of 60% of GBN on June 29, 2006. 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 as soon as possible and within a period of 12 months upon receiving them.

The accounting loss or comprehensive loss, after taking the unrealized gain or loss on the marketable securities-available-for-sale into consideration, for the nine month period ended September 30, 2007, is approximately $1,424,000, compared to a comprehensive loss of $9,678,000 for the same corresponding period in 2006.  Again, this unrealized gain (or loss) will vary from quarter to quarter if we continue to hold on to these shares.
 
 
Liquidity and Capital Resources

As of September 30, 2007, cash and cash equivalents totaled $ 76,475 as compared to September 30, 2006 of $146,524 a decrease of approximately $70,049.  This decrease in cash position of $70,049 during the nine-month period ended September 30, 2007 was the result of a combination of net cash used in discontinued operation in the amount of $53,826; net cash used in continuing operations financing activities in the amount of $2,304 and net cash used in continuing operating activities in the amount of $982,561, offsetting by net cash provided in continuing operations investing activities in the amount of $1,002,962 and foreign currency translation adjustment on cash of $452.  The net cash used in continuing operations financing activities was mainly a repayment to a shareholder in the amount of $2,304.

 The net cash used in continuing operating activities was a combination of minority interest adjustment of $1,000,000 and net loss of $1,806,271 offsett by the stock issued for services in the amount of $1,371,221 and loss on disposal of an affiliate in the amount of $541,333.

During the reporting period of the nine-month period ended September 30, 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 September 30, 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 annual 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.

None 

Item 2. Changes in Securities.

None
 
Item 3. Defaults Upon Senior Securities

None

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

The Company held its Annual Meeting of Shareholders on August 8, 2007, and the following agenda items were submitted to a vote of security holders:  1)  The election of 5 directors to hold office for a one-year term and until their successors are elected and qualified; 2) the approval of an amendment to our Articles of Incorporation to increase the authorized shares of common stock from 50,000,000 to 200,000,000 shares; and 3) the ratification of  the appointment of Child, Van Wagoner & Bradshaw, PLLC as the Company’s independent public accountants for the fiscal year ending December 31, 2006.  All three agenda items were passed by the requisite shareholder vote.

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 Jun 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 Jun 9, 1999, SEC File No. 000-26119.
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 

(b) Reports on Form 8-K;

- Completion of Acquisition or Disposition of Assets – Sale of New Generation business, filed August 27, 2007..
- Departure pf Directors or Principal Officers; Election of Directors; Appointment of Principal Officers – Larry Wei Fan appointed as CFO, filed September 4, 2007.
 
 
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: November 12, 2007
By:  
/s/ Chi Ming Chan
 
Chi Ming Chan
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
Date: November 12, 2007
By:  
/s/ Larry Wei Fan
 
Larry Wei Fan
Chief Financial Officer
 
29

 
EX-31.1 2 ex31_1.htm EXHIBIT 31.1 ex31_1.htm
 
Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Chi Ming Chan, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007 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: November 12, 2007
By:  
/s/ Chi Ming Chan
 
Chi Ming Chan
Chief Executive Officer

 
EX-31.2 3 ex31_2.htm EXHIBIT 31.2 ex31_2.htm
 
Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Larry Wei Fan, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007 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: November 12, 2007
By:  
/s/ Larry Wei Fan
 
Larry Wei Fan
Chief Financial Officer

 
EX-32.1 4 ex32_1.htm EXHIBIT 32.1 ex32_1.htm
 
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 "Company") on Form 10-QSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chi Ming Chan, Chief Executive Officer of the Company, 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: November 12, 2007
By:  
/s/ Chi Ming Chan
 
Chi Ming Chan
Chief Executive Officer

 
EX-32.2 5 ex32_2.htm EXHIBIT 32.2 ex32_2.htm
 
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 "Company") on Form 10-QSB for the period ended September 30, 2007 filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Man Ha, Chief Financial Officer of the Company, 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: November  12, 2007
By:  
/s/ Larry Wei Fan
 
Larry Wei Fan
Chief Financial Officer


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