10KSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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

3rd Floor, Goldlion Digital Network Center

138 Tiyu Road East, Tianhe

Guangzhou, PRC

(Address of principal executive offices)

(001-8620) –2886-0608

(Issuer's telephone number)

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

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share

(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  o

Issuer's revenues for its most recent fiscal year were $743,430.

The aggregate market value of the issuer's common stock held by non-affiliates was approximately $2.64 million, based on the closing price of $0.1 for the common stock on December 31, 2007.

As of December 31, 2007, there were outstanding 49,565,923 shares of the issuer's common stock, par value $.001.

Transitional Small Business Disclosure Format (check one): Yes x  No o

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-KSB under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Description of Business," including the "Risk Factors" described in that section, and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-KSB. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-KSB that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

TABLE OF CONTENTS

		Page
	Part I
Item 1.	Description of Business	3
Item 2.	Description of Property	10
Item 3.	Legal Proceedings	11
Item 4.	Submission of Matters to a Vote of Security Holders	11
	Part II
Item 5.	Market for Common Equity and Related Stockholder Matters	11
Item 6.	Management's Discussion and Analysis or Plan of Operation	13
Item 7.	Financial Statements	17 - 47
Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 8A.	Disclosure Controls and Procedures	48
	Part III
Item 9.	Directors and Executive Officers of the Registrant	49
Item 10.	Executive Compensation	51
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 12.	Certain Relationships and Related Transactions	52
Item 13.	Exhibits, Lists and Reports on Form 8-K	53
Item 14.	Principal Accountant Fees and Services	54
	Other
	Index to Exhibits	55
	Signature Page	56

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PART I

Item 1.Description of Business

History Of Our Company

We were incorporated in the State of Nevada on January 29, 1998 under the name Txon International Development Corporation to conduct any lawful business, to exercise any lawful purpose and power, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of Nevada.

On August 14, 2000, pursuant to a share exchange agreement dated August 10, 2000, by and among Main Edge International Limited (“Main Edge”), a British Virgin Islands corporation, Virtual Edge Limited (“Virtual Edge”), a British Virgin Islands corporation and a wholly-owned subsidiary of Main Edge, Richard Ford, Jeanie Hildebrand and Gary Lewis, we acquired from Main Edge all of the shares of Virtual Edge (the “Acquisition”) in exchange for an aggregate of 1,961,175 shares of our common stock, which shares equaled 75.16% of Txon International’s issued and outstanding shares after giving effect to the Acquisition. Both Main Edge and Virtual Edge a non-operating holding companies organized to own the stock of businesses which they acquired.  On September 15, 2000, Txon International Development Corporation changed its name to China World Trade Corporation and effectuated an 8 for 1 forward stock split.  As a result of the forward stock split, Main Edge held 15,689,400 shares of our common stock, which shares equaled 75.16% of our issued and outstanding shares.

In September 2002, we underwent a debt for equity capital restructuring whereby certain creditors of China World Trade converted an aggregate of $2,731,677 into an aggregate of 4,000,000 shares of common stock.

On September 3, 2002, Powertronic Holdings Limited (“Powertronic”), a British Virgin Islands company, entered into a share purchase agreement with us (the “First Share Purchase Agreement”), to purchase 1,000,000 shares of our common stock and warrants to purchase up to 2,000,000 shares of our common stock (such warrants, the “First Warrants”), for the total purchase price of $500,000.  Additionally, on December 17, 2002, Powertronic entered into a second share purchase agreement (the “Second Share Purchase Agreement”) with us , to purchase an additional 1,000,000 shares of our common stock and warrants to purchase up to an additional 2,000,000 shares of our common stock (such warrants, the “Second Warrants”), for the total purchase price of $500,000.  The First Warrants and the Second Warrants had an exercise price of $0.575 per share and were exercised in 2004.

On December 17, 2002, we entered into a share exchange agreement with Mr. William Chi Hung Tsang, the sole beneficial owner of the share capital in General Business Network (Holdings) Ltd. (“GBN Holdings”), a Hong Kong company.  Pursuant to the Share Exchange Agreement, we acquired from Mr. Tsang all of the issued and outstanding shares of GBN Holdings in exchange for 4,000,000 shares of our common stock and warrants to purchase an additional 4,000,000 shares of our common stock (the “Tsang Warrants”) at an exercise price of $0.92 per share.  As of the date of acquisition, GBN Holdings owned two rental properties located at 20/F, Goldlion Digital Network Center, Unit 01-10, 138 Tiyu Road East, Tianhe, Guangzhou, the PRC and Flat B, 12/F., Champion Center, 301-309 Nathan Road, Hong Kong, collectively valued in excess of $4,000,000. Both PRC and Hong Kong Properties were subsequently sold in May 2005 and September 2006 respectively.

On January 24, 2003, 4,000,000 shares of our common stock and the Tsang Warrants were issued to Mr. Tsang; to date, the Tsang Warrants have been fully exercised.

On May 7, 2004, through one of our wholly-owned subsidiaries, we acquired 51% of the capital stock of CEO Clubs China Limited, a Hong Kong corporation (“CEO Clubs China”) for a total consideration in cash and shares of our common stock in the amount of $360,000, payable $120,000 in cash and $240,000 in market value of our common stock (80,000 shares) and a commitment to provide an operating cash in the amount of $120,000.  CEO Clubs China has authorized chapters to operate under the “CEO Clubs” trademarks in the Greater China Region, including the PRC, Hong Kong and Taiwan. In fiscal year 2002, CEO Clubs opened its first international chapter in China.

On August 2, 2004, we consummated an acquisition of 51% of the capital stock of Guangdong New Generation Commercial Management Limited (“New Generation”), a limited liability company organized and existing under the laws of the PRC, for an aggregate consideration of $10,232,000, payable approximately $2,741,000 in cash and approximately $7,487,000 in market value of our common stock (4,081,238 shares).  One of our purposes for the acquisition was because New Generation was a formidable competitor in the travel agency business through operations of its five subsidiaries and twenty-one selling points in Southern China and a significant competitor in ticketing sales for international and domestic flights as well as inbound business travel.  New Generation’s business also includes insurance operations through its subsidiary, Huahao Insurance, and it is a licensed insurance agent in China to provide accidental and life insurance policies.

On September 25, 2006, we entered into an agreement to acquire a 25% interest in CWT International Excursion Investment Limited (“CWT Excursion”), a business travel investment company, which owns a 51% controlling interest in Suzhou Tongli (International) Excursion Development Limited (“Suzhou Tongli”), the sole legal tourism operator and planner for Tongli.  Tongli is an ancient town in Jiangsu province of China and home of the Tuisi Garden, a UNESCO World Cultural Heritage site.  Under the terms of the agreement, we issued 9,000,000 shares of our stock to acquire the interest in CWT Excursion. In addition, we were eligible to acquire an additional 35% interest (or up to 60% majority ownership) in CWT Excursion within the next 12 months.  The acquisition of CWT Excursion provided us with the higher margin tourism segment of the travel business.

Given the increasing high oil price in the year 2006 and continuous reduction of profit margin in air ticket sales, we consummated the disposal of 51% of New Generation by selling three of our wholly-owned subsidiaries in two separate Sale and Purchase Agreements dated September 29, 2006 and June 30, 2007 respectively. Pursuant to the two Sales and Purchase Agreements, the total consideration of disposing 51% of New Generation was $6.0 million payable by installments in accordance with the schedule set forth of the Agreement. As a result of this transaction, we also disposed 100% interest of GBN Holdings and 100% capital stock of General (GZ) Business Network Limited, a limited liability company existing under the laws of the People’s Republic of China (“GZ Business”). In return, on April 9, 2007 we received 100% outstanding share capital of Sonytech Limited, which owns 8,000,000 shares of common stock of a pink-sheet-listed Mobile Entertainment, Inc., as payment in lieu of the cash consideration portion for selling all of the outstanding shares of Rejoice Success Limited, a British Virgin Islands corporation which held a controlling interest in New Generation.

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In parallel of disposing the low gross margin travel business, we incorporated a new subsidiary CWT Hotel Management Limited (“CWT Hotel Management”) on Aug 20, 2007 to focus on the higher margin business & hospitality services sectors of China.  On the same date, we also incorporated another new subsidiary, CWT Investment Services Limited (“CWT Investment”), to capture the project consultancy opportunities in key Chinese cities. Both subsidiaries are wholly-owned by Virtual Edge.

In 2007 we also disposed some dormant subsidiaries under the original Business Value-added Services division to simplify our group structure.

Overview of Our Company’s Three Business Lines

Our existing business plan involves the pursuit of three distinct lines of business including:

·   Business Clubs.  We have Beijing World Trade Center Club and Guangzhou World Trade Center Club located in Beijing and Guangzhou respectively.  Each business club is indirectly associated with the World Trade Center Association, by which we have positioned ourselves as a platform to facilitate trade between China and the world markets. We also operate CEO Clubs China chapter in Beijing under this business sector.

·   Tourism & Hotel Management. We provide hotel management services, including hotel design, pre-opening and hospitality management services in China under this business sector through CWT Hotel Management. The strategic acquisition of Suzhou Tongli also provided the Company with a foothold into the high margin tourism segment of the travel business

·   Investment & Consultancy Services. We provide technology and infrastructure expertise and investment to China-based development projects in key cities through CWT Investment.

Our executive office is located at 3rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe District, Guangzhou 510620, People’s Republic of China.

Our segment revenues are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.  In this prospectus, unless otherwise specified, all dollar amounts are expressed in United States Dollars.

China World Trade Corporation

Segment Revenues

Year ended December 31, 2007

	Year Ended Dec 31,
	2007		2006		2005
	US$	% of	US$	% of	US$	% of
		Revenue		Revenue		Revenue
Club and business centre	710,610	95.6	712,368	100.0	894,550	100.0
Hotel Management	32,820	4.4
	743,430	100.0	712,368	100.0	894,550	100.0

Our Corporate Structure

We are a holding company for 12 direct and indirect, majority and wholly-owned subsidiaries that operate businesses in China.  Eight of these companies are incorporated under the laws of the British Virgin Islands, one under the laws of Hong Kong, and the remaining 3 in the People’s Republic of China.  All of our business operations are located in China.  Set forth below is an organizational chart depicting the relationships among our various companies.

·   Business Clubs: We carry out our Business Clubs operations through our subsidiaries Guangzhou World Trade Center Club Limited, Beijing World Trade Center Club, and CEO Clubs China Limited.  The Business Clubs commenced operations in August 2002.

·   Tourism and Hotel Management: Our Hotel Management operations are managed by through our subsidiary CWT Hotel Management which commenced operation in August 2007. The strategic acquisition of Suzhou Tongli to become our affiliate can provide us with revenue in the form of tourist entrance fee, and hence allows us to maintain foothold to the high margin tourism segment of the Chinese travel business.

·   Investment and Consultancy Services: Our Investment & Consultancy Services are offered through CWT Investment which commenced operation in August 2007.  CWT Investment includes the provision of market and industrial research, corporate restructuring and planning, technology and infrastructural expertise, as well as investment matching to development projects in Chinese cities.

[The Remainder of Page Intentionally Left Blank]

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Revenue Derived From Our Businesses

Fiscal 2007: In fiscal 2007, we derived approximately $710,600 in revenues, representing 95.6% of total revenues from our Business Clubs operations; approximately $32,800 in revenues, representing 4.4% of total revenues from our Hotel Management Services.

Business Plan for Our Business Clubs Division

The Opportunity in China. China has been considered one of the fastest growing economies in the world. On November 11, 2001, China signed an agreement to become a member of the World Trade Organization, sometimes referred to as the WTO, which is the international body that sets most trade rules, further integrating China into the global economy and significantly reducing the barriers to international commerce.  China’s membership in the WTO was effective on December 11, 2001.

The accession into the WTO will offer new opportunities for foreign companies to invest and do business in China.  WTO membership for China will change the methods of market entry for overseas companies.  Foreign companies will need to have well-tailored plans to cope with China’s target audience, services, marketing, finance, and human resources for the effective entry into the China market.  The unique business culture and legal system in China will cause the local business information and services in China to become a key component to commerce.

As a result of lower barriers to entry into the China market, and a more attractive investment environment in recent years, we believe that many small and medium sized foreign enterprises will have investment opportunities in China for the first time.  These foreign companies will need up-to-date business intelligence and know-how to successfully invest in the Chinese market.

China’s accession into the WTO also provides significant business opportunities to the small to medium size private Chinese companies.  The increase in involvement from foreign companies and investors in the China market means more opportunities to do business with foreign companies.  Under the trend of globalization, the Chinese market will evolve from many segmented and monopolized markets to an integrated national market that is open to the world economy.  The small and medium sized companies in China will enjoy much lower cost to enter into the worldwide market but will also confront more competition, lowered profit margins, and new rules of the game. These Chinese companies will need up-to-date business intelligence, professional strategic planning and the access to the worldwide business networks to ensure success in the new environment.  And with its imminent accession into WTO, there will be unique opportunities for foreign investment and international trade.

The World Trade Centers Association (“WTC Association”) is a not-for-profit corporation that focuses on promoting and assisting world trade activities.  Its mission is to encourage world trade by fostering and supporting the development and operation of World Trade Centers in every region of the world.  WTC Association was established in 1970 and has members from more than 330 cities in about 100 countries with global members of over 750,000 enterprises.

The World Trade Centers (“World Trade Centers”) are separate entities which are licensed by the WTC Association, each of which generate revenue and profit from operating businesses with access to a diverse array of state-of-the-art international trade services and facilities, which enables them to facilitate international trade.  Under the jurisdiction of the WTC Association, there are two types of licenses that are available including (1) a license which enables the licensee to operate a World Trade Center Club in cooperation with China’s Commission for the Promotion of International Trade, and (2) a license which enables the licensee to designate a building as a “World Trade Center” but not operate such a club.  We only have licenses that enable us to operate World Trade Center Clubs and, as previously mentioned, we currently have two World Trade Center Clubs in operation.

In the WTC Association, every local member of a World Trade Center in a city is automatically a member of all World Trade Centers worldwide.  This helps the World Trade Centers to market their local membership, and also vastly increases the amount of services that a World Trade Center can offer to its local members.  Therefore, the World Trade Centers worldwide form a reciprocal business network for businesses to access the international trade resources that may be expensive and even inaccessible in a domestic environment.

We plan to open and operate additional World Trade Center Clubs (also referred to as our “Business Clubs”), which will be licensed by the WTC Association, in major cities in China, where Business Club members can relax, entertain, network and meet potential business affiliates in person, or via the Video Conferencing facilities of the WTC Association worldwide network.

The WTC Association has granted various licenses to the regional branches of the Trade Promotion Commission.  The WTC Association can grant either regular full membership licenses or affiliate membership licenses to various branches of the Trade Promotion Commission, depending on the initial membership fee paid.

Through our wholly-owned subsidiary, Virtual Edge, we have formed 20-year co-operative joint ventures with the business subsidiaries of the Trade Promotion Commission including (1) the Beijing Wanlong Economic Consulting Limited for the joint-venture company Beijing World Trade Center Club and (2) the Guangzhou City International Exhibition Co. Ltd. for the joint venture company Guangzhou World Trade Center Club.  Our Guangzhou World Trade Center Club and Beijing World Trade Center Club were both granted regular full membership licenses.  We indirectly own 75% of the joint venture companies and the remaining 25% are owned by the business subsidiaries of the Trade Promotion Commission.  Each arrangement may be terminated in the event the venture suffers material business setbacks or if a party materially breaches its obligations under the operating contract. We acquired the operation rights of regular full membership from WTC Association for running the world trade center clubs resulting from these two joint venture companies.

Under the co-operative joint venture of both Beijing World Trade Center Club and Guangzhou World Trade Center Club, we are obligated to pay a minimum of RMB150,000 (or approximately $18,500) annually until reaching their respective proportional profit sharing of 25% each to Beijing Wanlong Economic Consulting Limited and Guangzhou City International Exhibition Co. Ltd.  They in turn pay WTC Association an annual fee of $10,000 for each individual world trade center club.  Other than the annual fee which we pay to the business subsidiaries of the Trade Promotion Commission, we do not have any revenue sharing obligation with World Trade Center Association.

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Facilities.  The Guangzhou World Trade Center Club and Beijing World Trade Center Club provide a full range of top quality commercial and recreational services to our members.  The clubhouses are luxuriously decorated and provide an elegant environment under which members can enjoy our facilities.

The facilities in our Beijing World Trade Center Club include snack bars, seminar and conference rooms, executive suites, office and meeting room packages, videoconferencing facilities, and exhibition rooms.  The facilities in our Guangzhou World Trade Center Club include western fine dining, seminar and conference rooms, executive suites, office and meeting room packages and exhibition rooms.  The business services offered by both the business clubs to its members include (i) liaison work with potential trading partners, (ii) international economic and trade exhibitions and seminars, (iii) interpreters and secretarial services, (iv) organized trips to participate in World Trade Center Association sponsored activities, (v) reception of visiting delegations of foreign World Trade Center Association member units, (vi) arrangement of meetings with Chinese government bodies, business corporations, and (vii) legal consultancy and travel management services.

Events Management Services.  We assist foreign companies to organize and participate in conferences, exhibitions and special events such as the “beer festival” in China and assist Chinese companies to organize and participate in conferences and exhibitions overseas.  We have already generated revenue from this fee based service business.

Virtual Office.  Virtual office services help foreign companies to establish a presence in China at minimum cost. Each client will be assigned a dedicated phone number, fax number and mail address. The phone number can be forwarded to a number assigned by the client, or be answered by a well trained secretary who takes care of the communication for the client. Foreign companies can also manage their communication with their China affiliates over the Internet. These services started generating revenue in 2004 and a monthly fixed fee is charged for each account.

Incentive Programs. In April 2003, Guangzhou World Trade Center Club Limited (“Guangzhou WTC Limited”), a 75% indirectly owned subsidiary of us, entered into an agreement with the Agricultural Bank of China providing for the introduction of a co-branded credit card.  Pursuant to the agreement, Guangzhou WTC Limited is entitled to 15% of processing fees obtained in connection with the issuance of the credit card, with such amount increasing to 20% once the number of cards issued exceeds 10,000.  The agreement is for a term of four years, subject to automatic extension for an additional four year term, unless terminated on two months’ prior notice.

Marketing Strategy.  We plan to market memberships in our Business Club mainly to (1) international companies, (2) businessmen who conduct business in China and with local Chinese companies and (3) businessmen seeking business opportunities within and outside China. We will utilize the good reputation and recognition of WTC Association name and the recreational and business facilities which will be offered at each Business Club to establish the Guangzhou Club, Beijing Club and other potential Business Clubs in various cities in the PRC as the premier business clubs of their kind. We also hope to make the ChinaWTC.com website into a distinctive Chinese/English language Internet portal.

We plan to achieve our marketing goals through (i) placing advertisements with traditional media, such as newspapers, television, radio, magazines etc., (ii) placing banners on high traffic web sites, (iii) sending e-mails to potential users, (iv) participating in trade shows, (v) employing the services of external public relations and marketing firms, (vi) airing television “infomercials” and talk shows, (vii) placing outdoor advertising signs and (viii) attending / holding press conferences.  We intend to form strategic alliances with companies that can contribute services and local expertise in various market sectors.  These alliances will increase our content and navigation services, support our advertising services and expand our distribution networks.  We intend to form vertical alliances, such as exhibition management companies and travel agents, which will either allow us to integrate their products to our services offerings or to access their distribution networks.  We will also form horizontal alliances, such as golf clubs and other business clubs, to increase our client base.

The acquisition of the CEO Clubs China is an example of our strategies to horizontally consolidate other business clubs so as to increase our client base.

Sources of Income.  We will generate income from our Business Clubs in several ways.

We intend to expand our Business Clubs and operate Business Clubs in major Chinese cities.  While the worldwide business network from WTC Association together with the reciprocal services will be the core attraction to businesspersons in China, the business community that we maintain in the major Chinese cities will become a more valuable asset in the long term.  Through our presence in major cities in China, we will develop a community of active businesspersons from small and medium sized enterprises with a common interest in world trade.

Additionally, our Business Clubs intend to generate revenue from the owners and senior management of small and medium sized enterprises in China, by providing a full range of top quality commercial and recreational services, and education and business networking programs.  Our Business Club will also help members to liaise with potential trading partners from overseas, to join international economic and trade exhibitions and seminars, and to organize international business trips.

As part of the reciprocal arrangement under the WTC Association, the Business Clubs will also provide services to visiting delegations from foreign World Trade Center members.  The China World Trade Business Club will help foreign companies or businesspersons to minimize the barrier of doing business in China. Services provided to foreign companies and businessperson may include organizing meetings with Chinese government bodies, business corporations and potential affiliates.

The revenue that we have derived already from the Business Club business comes directly from (1) membership fees, (2) fees collected from training and (3) events, such as seminars.

At each Business Club will be a Business Center, which is operated for the benefit of the members and others. While the Business Center’s services are not confined to members of the Business Club, members of the Business Club will enjoy special discounts for the Business Center services and more dedicated support from the staffs under the Business Club.

The revenue we have derived from a Business Center comes directly from (1) rental fees of facilities and (2) service fees.  We will derive income from the Business Center providing (i) temporary offices, seminar and conference rooms, video conferencing facility, exhibition rooms, interpreters and secretarial services and business consultation services.

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Primary Clientele.  The main clients of our Guangzhou World Trade Center Club in year 2007 included:

·   XI'AN Assets and Equity Exchange which accounted for 6% of the total revenue of Guangzhou World Trade Center Club in 2007;

·   Solutia International Trading (Shanghai) Co., Ltd, which accounted for 6% of the total revenue of Guangzhou World Trade Center Club in 2007;

·   PTT Polymer Marketing Company Limited, which accounted for 5% of the total revenue of Guangzhou World Trade Center Club in 2007;

·   Hyperion Technologies Co., Ltd., which accounted for 4% of the total revenue of Guangzhou World Trade Center Club in 2007 and

·   Esko-Graphics (Shanghai) Trading Ltd., which accounted for 3% of the total revenue of Guangzhou World Trade Center Club in 2007.

The main clients of our Beijing World Trade Center Club in year 2007 included:

·   DaimlerChrysler Northeast Asia Ltd., which accounted for 12.10% of the total revenue of Beijing World Trade Center Club in 2007;

·   Airnana Beijing Office,, which accounted for 9.38%of total revenue of Beijing World Trade Center Club in 2007;

·   Virgin Atlantic Airways Ltd. Beijing Representative Office, which accounted for 6.92% of the total revenue of Beijing World Trade Center Club in 2007;

·   Airways International Limited China Office,  which accounted for 6.16% of the total revenue of Beijing World Trade Center Club in 2007  and

·   Mercedes-Benz China Ltd., which accounted for 3% of the total revenue of Beijing World Trade Center Club in 2007.

Collectively, the above clients aggregately representing over 24% of the total revenue of Guangzhou World Trade Center Club and 37.56% of Beijing World Trade Center Club. These above ten clients account for a considerable portion of the total revenue of our two World Trade Center Clubs because all of these clients use our “Smart Office” under a fixed term from a one-month period to a 12 month period.  We charge each of these clients additional fees for their uses of other facilities, such as teleconferencing, seminar rooms and other electronic equipment.

Competition.  There are a number of organizations utilizing the word of “Club” in China, such as the Beijing American Club, which offers more in terms of recreational facilities and services.  There are other organizations, such as the American Chamber of Commerce, which provide limited trades and business information and networking capabilities.  All other clubs and organizations in Guangzhou and Beijing only operate as clubhouses with local presence.  On the contrary, we operate under the international brand name of “World Trade Center Club” exclusively in a certain region of PRC area.  As a result, we out-compete the other players with our reciprocal membership advantage by leveraging on the global network of World Trade Center Clubs and among our World Trade Center Clubs in China.  The management believes there will not be other business clubs in the regions that could operate under a similar model and this would provide the competitive advantage of our Business Clubs operations.

Our management believes that there is no single source of information and research report which is sophisticated enough for us to provide a meaningful estimate of the number of competitors and our competitive position in the business clubs industry.

Employees.  We have 35 employees in our Business Clubs division as of December 31, 2007.  None of them are parties to any union or collective bargaining agreement.

Governmental Regulation of Business Club Operations in China.  The operation of our Business Clubs must conform to the governmental regulations and rules of the Peoples’ Republic of China.  The practical effect of the People’s Republic of China legal system on our business operations in China can be viewed from two separate but intertwined considerations:

First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference.  In addition, these laws guarantee the full enjoyment of the benefits of corporate Articles and contracts to Foreign Invested Enterprise participants.  These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the General Corporation Laws of the several states.  Similarly, the People’s Republic of China accounting laws mandate accounting practices, which are not consistent with US Generally Accepted Accounting Principles. The China accounting laws require that an annual “statutory audit” be performed in accordance with People’s Republic of China accounting standards and that the books of account of Foreign Invested Enterprises are maintained in accordance with Chinese accounting laws.  Article 14 of the People’s Republic of China Wholly Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to submit certain periodic fiscal reports and statements to designate financial and tax authorities, at the risk of business license revocation.

Second, while the enforcement of substantive rights may appear less clear than United States procedures, the Foreign Invested Enterprises and Wholly Foreign-Owned Enterprises are Chinese registered companies which enjoy the same status as other Chinese registered companies in business-to-business dispute resolution.  Because the terms of the respective Articles of Association provide that all business disputes pertaining to Foreign Invested Enterprises are to be resolved by the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden applying Chinese substantive law, the Chinese minority partner in our joint venture companies will not assume a privileged position regarding such disputes.  Any award rendered by this arbitration tribunal is, by the express terms of the respective Articles of Association, enforceable in accordance with the “United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958)”.  Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different in operation from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested Enterprises.

China has agreed upon its accession to the WTO to reduce tariffs and non-tariff barriers, remove investment restrictions, provide trading and distribution rights for foreign firms, and open various service sectors to foreign competition.  China’s accession to the WTO may favorably affect our business in that reduced market barriers and a more transparent investment environment will facilitate increased investment opportunities in China, while tariff rate reductions and other enhancements will enable us to develop better investment strategies and attract investment capital. In addition, the WTO’s dispute settlement mechanism provides a credible and effective tool to enforce members’ commercial rights.  Also, with China’s entry to the WTO, it is believed that the relevant laws on foreign investment in China will be amplified and will follow common practices.

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Business Plan For Our Tourism and Hotel Management Services Division

We engaged in the tourism and hotel management services through our direct 100% ownership of the CWT Hotel Management Limited (“CWT Hotel Management”) and our indirect 12.8% ownership of Suzhou Tongli (International) Excursion Development Limited (“Suzhou Tongli”).  This business division is a modification of our previous Business Travel division by disposing the low margin New Generation companies. We believe that the equity holding on both CWT Hotel Management and Suzhou Tongli will allow us to participate a high margin tourism industry in China, which are set forth below, although there can be no assurances that we will be able to capitalize on them.

Hotel Management Services. The hotel management service of the Company is conducted through a wholly-owned subsidiary CWT Hotel Management focusing on the hotel management & hospitality services provider of China. CWT Hotel Management is an attempt to divest the Company of a low gross margin travel businesses to focus on the higher margin business & hospitality services sectors, which are expected to experience increased growth over the next decade as China increases its visibility as a global business market and tourist destination.

This business division will work in synergy with our business clubs division and investment service divisions to provide a high yielding, well managed hotels for club members and trade partners.

CWT Hotel Management provides its clients with a wide range of hotel management services and solutions, including hotel conceptual design, pre-opening, operation and consultancy of hospitality. Our services covers a wide range of scopes, from hotel pre-opening feasibility study, on-site construction guidance and conceptual design assistance, to operational plan analysis, asset management, personnel training and financial management advice

Suzhou Tongli’s Business Travel Services.  Suzhou Tongli is the sole tourism operator and planner of all scenic sites in Tongli Town of Suzhou Province, China, including the Retreat and Reflection (Tuisi) Garden which is recognized as one of the UNESCO World Heritage.  In additional to having entrance tickets operations rights for Tongli scenic destinations, Suzhou Tongli is working with the government of Tongli to implement tourism programs and to construct service facilities to expand the town’s reputation as the best ancient water village travel destination.

Tongli Town is located in Wujiang city, within Jiangsu Province, on the eastern border of China near Shanghai.. Well-developed water, land, and air transportation means that Tongli is easily accessible to other major cities, such as Shanghai, Suzhou and Hangzhou. Tongli is surrounded by rivers and lakes and is divided into 15 islands by more than 10 river courses, connected by more than 40 different ancient bridges built at different times, forming the streets going along-side the rivers, creating an interlinked pattern between roads and bridges. The bridges are considered to be Tongli’s signature architectural highlights.

Tongli Town is located at the central area of the Yantze River Delta, which consists of Shanghai, Zhejiang and Jiangsu. The Yantze River Delta is one of the fastest growing districts in China from an economic stand point. The strong economy in the Yangtze River Delta produces strong demand for tourism and purchasing power in the tourists.  For example, Jiangsu province has population of 743.25 million with average GDP per person of US$2,524, compared to China’s urban disposable income of its citizens of US＄1,294 in 2004. Of the total employees in the Jiangsu province, approximately 10% work in the tourism industry. The average traveling expense in China increased approximately 50% compared with that in 2005.

Source of Income.  We will generate income from the Tourism and Hotel Management division by the following ways:

Project-based fee. We will charge our client project-based fee from hotel management services. The income will be received by installment as the hotel management project proceeds.

Entrance ticket fee. At present, the revenue of Suzhou Tongli mainly comes from traditional sightseeing entrance tickets, and, in connection therewith, 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.  Besides generating revenues from traditional sightseeing entrance ticketing, the Company endeavours to develop new tourism revenues from a combination of participative tourism programs, leisure tourism, extended vacation tourism, value-added business travel and so on. This new tourism revenue model will extend the Company’s traditional ticket source of revenues to a more comprehensive tourism revenue source which integrates various tourism programs.

Primary Clientele.  The business development work of hotel management commenced in August 2007. The main client of our hotel management service division in year 2007 is LakeviewHotel Nanchang Company, Limited. CWT Hotel was in charge of the hotel renovation work of Lakeview Hotel Nanchang, a four-star hotel opened in 1996 with a total of 302 guestrooms and suites and located on the Huxin island, Nanchang, Jiangxi Province of China, and scheduled to re-open before Oct 2008. We were further requested to provide consultancy services to Lakeview Hotel in the areas of human resources planning, marketing strategy, general administration and personnel training; in order to walk Lakeview through the first two months after their re-opening.

Competition. The strengths of Tongli lie in its convenient traffic, deep cultural accumulation, rich sightseeing resources, and well-known public fame. Tongli is the only ancient town which contains a World Cultural Heritage – Tuisi Garden. Tongli is the only ancient town integrating the World Cultural Heritage and township lifestyle. Besides, Tongli is the only ancient town acquiring the title of Top 10 Charming Chinese Towns in Jiangsu Province. Special strengths of Tongli comparing with other ancient towns include:(1) National AAAA tourism site; (2) The only provincial culturally protected town in Zhengsu province; (3) 2005 National-Charm famous town; (4) Museum of Ming’s and Qing’s architectures; (5) World Cultural Heritage -- Tuisi Garden ; and (6) Being named as “Natural studio” by National Movie Association as a film base.

In the hotel management service industry, the market is highly competitive and consists of thousands of local and regional companies.  Our management believe that there is no single source of information and research report which is sophisticated enough for us to provide a meaningful estimate of the number of competitors and our competitive position in the hotel management service industry. We have improved our competitive strengths  in building our hotel management business by hiring experienced hotel management expertise and a seasoned team of senior managers at the operations level who are well qualified and experienced to handle the challenges of the hotel management industry in China.

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Employees.  We currently have 1 employee in our hotel management services division.  We believe our future success will depend in large part upon the recruitment of more experienced project management and investment consultants; and our ability to attract and retain technical and managerial personnel.  There can be no assurance that we will retain our key technical and managerial employees or that we can attract, assimilate or retain other highly qualified technical and managerial personnel in the future.  None of our employees are subject to any collective bargaining agreements.

Business Plan for Our Investment & Consultancy Services Division

We provide investment and consultancy services through our direct 100% ownership of the CWT Investment to concentrates on investment and advisory services as an important bridge between foreign capital and major new investment opportunities in China.. This division aims at becoming the investment and financing platform of the Company.

Our consultancy services focused primarily in the hotel, property, resources, manufacturing and technology sectors of China, including the following area: (a) business plans and prospectuses; (b) Public listing consultation and advisory; (c) Private Equity sourcing and advisory; (d) management and directorship support; (e) joint ventures and partnerships; (f) development of private equity funds with Chinese and foreign sponsors to attract international capital to Greater China investment opportunities; (g) investment and packaging of traditional or distressed assets; (h) advising, negotiating and supporting foreign investors interested in purchasing property or taking equity stakes in development projects; and (i) consulting foreign enterprises in establishing operations in China and assisting Chinese property companies to internationalize operations through joint venture partners and funding.

Source of Income. Such services are primarily fee based, and our payment is structured either on a flat fee basis or on a success fee basis.

Clientele.  The business development work for investment and consultancy service division commenced in August 2007 and there is still no clients as of December 31, 2007.

Competition.  The project consultancy industry of China is highly competitive and consists of thousands of local and regional companies.  Our management believes that there is no single source of information and research report which is sophisticated enough for us to provide a meaningful estimate of the number of competitors and our competitive position in the investment and consultancy service industry.

We believe that purchasing decisions in the consultancy service industry are based on (i) competitive price; (ii) long-term customer relationship; (iii) quality, timeliness and reliability of consultancy services provided; and (iv) an organization’s perceived stability based on years in business and financial strength. To improve our competitive position, we focus on the hotel and property to ride on the established customer relationship in the business clubs division and hotel management division.

We cannot assure you that we will compete successfully with any of our current or future competitors.

Employees.  We currently have 1 employee in our Investment and Consultancy Services division.  We believe our future success will depend in large part upon the recruitment of more experienced project management and investment consultants; and our ability to attract and retain technical and managerial personnel.  There can be no assurance that we will retain our key technical and managerial employees or that we can attract, assimilate or retain other highly qualified technical and managerial personnel in the future.  None of our employees are subject to any collective bargaining agreements.

Item 2.      Description of Property

Our main office and the Guangzhou World Trade Center Club facilities are located at 3rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou 510620, People’s Republic of China. Such office and club facilities are held pursuant to a lease from Guangzhou Silver Disk Property Management Co. Ltd., which provides for an aggregate monthly rental of approximately $39,299 (RMB$287,061) and expires on December 31, 2011.

Our Beijing World Trade Center Club facilities are located at 2nd Floor, Office Tower II, Landmark Towers Beijing, 8 North Dongsanhuan Road, Beijing, People’s Republic of China. The five-year lease for the location of the Beijing WTC Club facilities, which runs from February 1, 2004 to January 31, 2009, was executed by Beijing Landmark Towers Co Ltd. and Beijing WTC Club. The terms of the lease provide for an aggregate monthly rental amount and management fees of approximately $16,590 (RMB$121,180) and contains a rent free period from February 1, 2004 to January 31, 2006.

Pursuant to the Share Exchange Agreement dated December 17, 2002, entered into by us and Mr. William Chi Hung Tsang, we acquired the entire issued share capital of General Business Network, which owned two commercial properties, one located at 20/F, Goldlion Digital Network Center, Unit 01-10, 138 Tiyu Road East, Tianhe, Guangzhou, People’s Republic of China (the “PRC Property”) and the other at Flat B, 12/F, Champion Center, 301-309 Nathan Road, Hong Kong (the “Hong Kong Property”).  The PRC Property was sold in May 2005 for approximately $2,460,000.  The Hong Kong Property was sold together with the disposal of Rejoice Success Limited on September 29, 2006 after an account of rental income of $10,385 (HK$81,000).

Our Hong Kong office is located Unit A, 5/F., Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yue, Shatin, NT, Hong Kong.  The office is held pursuant to a lease from Renard Investments Limited which provides for an aggregate monthly rental of US$4,038.  The lease runs from February 1, 2008 to January 31, 2010.

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Item 3.      Legal Proceedings

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

On December 10, 2004, Kenneth P. Silverman, Esq., as Trustee for the Estate of Chief Executive Officers Clubs, Inc. (the “Trustee”), filed a Complaint against CEO Clubs China Limited, China World Trade Corporation, Simon Guo and J.P. Li (the “Complaint”), which commenced an Adversary Proceeding relating to a Chapter 7 bankruptcy case pending in the U.S. Bankruptcy Court for the Southern District of New York, captioned as In Re: Chief Executive Officers Clubs, Inc., Debtor. The Complaint alleges, among other things, that certain assets of the Chief Executive Officers Clubs, Inc. bankruptcy estate were transferred to our Company in violation of Section 549 of the Bankruptcy Code. It requests that the Bankruptcy Court order, among other things, a return of such assets by our Company and/or seeks a judgment against us in the amount of not less than $480,000.

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

We have engaged counsel and are vigorously defending the Adversary Proceeding. We filed a Motion To Dismiss which was heard on March 22, 2005, and the judge ruled in favor of the Trustee by refusing to dismiss the case at this preliminary stage of the proceedings. Notwithstanding that decision, our primary defense is that we purchased the stock of CEO Clubs China, and did not acquire any assets of the Chief Executive Officers Clubs, Inc. bankruptcy estate. On April 19, 2007, the Trustee’s Motion to have a settlement of the Adversary Proceeding was approved by the Court.

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

No matter was submitted to a vote of security holders, other than as set forth below, during the twelve month of the fiscal year covered by this Report.

On August 8, 2007 the following was submitted to a vote of security holders: (1) to elect Five directors to hold office for a one-year term and until each of their successors are elected and qualified; (2) to approve an amendment to the Articles of Incorporation of the Company to increase the authorized shares of common stock from 50,000,000 to 200,000,000 shares; and (3) to ratify the appointment of Child, Van Wagoner & Bradshaw, PLLC as the Company’s independent public accountants for the fiscal year ending December 31, 2006.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

Our common stock is currently quoted on a limited basis on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “CWTD”.  The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists.  We cannot predict whether a more active market for our common stock will develop in the future.  In the absence of an active trading market:

(1) Investors may have difficulty buying and selling or obtaining market quotation;

(2) Market visibility for our common stock may be limited; and

(3) A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.

The following table sets forth the range of bid prices of our common stock as quoted on the OTCBB during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

		High (1)	Low
2007	First Quarter	$0.58	$0.25
	Second Quarter	$0.50	$0.26
	Third Quarter	$0.30	$0.15
	Fourth Quarter	$0.28	$0.10
2006	First Quarter	$2.66	$1.90
	Second Quarter	$2.82	$1.12
	Third Quarter	$1.31	$0.65.
	Fourth Quarter	$0.68	$0.20

Our common shares are issued in registered form. Interwest Transfer Company in Salt Lake City, Utah, is the registrar and transfer agent for our common stock.

Effective September 1, 2002, we executed a 1 for 30 reverse stock split of the outstanding shares of common stock.

As a result of a debt-to-equity capital restructuring in September 2002, we issued a total of 4,000,000 shares of common stock for a total debt of $2,731,677

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As a result of two share purchase agreements dated September 3, 2002 and December 17, 2002, respectively, and entered into between us and Powertronic Holdings Limited, on January 24, 2003 we issued a total of 2,000,000 shares of common stock and warrants to purchase up to 4,000,000 shares of common stock for a total purchase price of $1,000,000 to Powertronic Holdings Limited.

As a result of a share exchange agreement dated December 17, 2002 entered into between the Company and Mr. William Chi Hung Tsang, on January 24, 2003, we issued 4,000,000 shares of common stock and warrants to purchase up to 4,000,000 shares of common stock in exchange of 100% of the share capital of General Business Network (Holdings) Ltd.

As a result of a share exchange agreement dated September 25, 2006 entered into between the Company and Mr. William Chi Hung Tsang, we issued 9,000,000 shares of common stock in exchange for 25% of the share capital of CWT International Excursion Investment Limited

As a result of four service agreements dated Nov 15, 2006, Nov 20, 2006, January 11 and 17, 2007 entered into between the Company and Canyon Red Group Limited, Techpro Services Limited, Grande Angel International Limited and Prospect Bright Holdings Ltd. respectively, we issued a total of 57,000,000 consideration shares as payment of the consultancy fee.

As a result of the affirmative vote in the Annual General Meeting held on Aug 8, 2007, we increased our number of shares of authorized Common Stock, $.001 par value, from 50,000,000 shares to 200,000,000 shares.

As of December 31, 2007 there were 85 record holders of 49,565,923 outstanding shares of common stock of the Company, not including approximately 5,000 holders of our shares in street name.

Dividends

We have not previously paid any cash dividends on its common stock and do not anticipate paying dividends on its common stock in the foreseeable future. It is the present intention of management to retain any earnings to provide funds for the operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operation, financial condition, contractual and legal restrictions and other factors the board of directors deem relevant.

Penny Stock Characterization

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, which are generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. These will impose restrictions on the marketability of the common stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $5,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the Selling Stockholders or other or other holders seeking to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities.

Agreements to Register

The Company entered into a financing agreement in August 2004 which included registration rights that was terminated in 2007.  In addition, on August 17, 2007, the Company filed with the Commission an application for immediate withdrawal of the Registration Statement on Form SB-2 in accordance with Rule 477 under the Security Act 1933, as amended, that was filed pursuant to the financing agreement..

Shares Eligible for Future Sale

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for two years may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

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Changes of Equity Securities During Period Covered By Report

On February 27, 2007 we issued 712,000 shares of common stock to Prospect Bright Holdings Limited for feasibility study of developing resort in Tong Li Town, Wujiang City, Jiangsu Province of the People’s Republic of China pursuant to a service engagement agreement dated January 17, 2007. We relied on an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, in connection with this issuance.

On February 27, 2007, the Company issued 2,860,000 shares to Grande Angel International Limited for consulting services and assistance in business planning, business development, and marketing related to the launch of virtual office services in Guangzhou and/or Beijing pursuant to a service engagement agreement dated January 11, 2007. We relied on an exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended, in connection with this issuance.

On February 27, 2007 we issued 1,437,000 shares of common stock to Techpro Services Limited in exchange for the services to expand the network of World Trade Center Clubs and CEO Clubs China pursuant to a service engagement agreement dated November 20, 2006. We relied on an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, in connection with this issuance.

On February 27, 2007 we issued 691,000 shares of common stock to Canyon Red Group Limited for in exchange for the Information Technology consultancy service pursuant to a service engagement agreement dated November 15, 2006. We relied on an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, in connection with this issuance.

Item 6.      Management's Discussion and Analysis or Plan of Operation

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

OVERVIEW

We were incorporated in the State of Nevada in 1998 to engage in any lawful corporate undertaking. Initially, our business objective was to open and operate business clubs in the major cities of China in association with the World Trade Center Association in order to position ourselves as the platform to facilitate trade between China and the world market. We currently operate two clubs, one in Guangzhou and the other in Beijing, PRC. Additionally, we expect to open clubs in Shanghai and Shenzhen, PRC in 2006. 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 15th day of September 2000, which resulted in Main Edge owning 15,689,400 shares of our common stock. Then, five major developments occurred. These were: (i) the consummation of two private placement financings by Powertronic Holdings Limited ("Powertronic") in September 2002 and December 2002 in which it acquired shares of our common stock, (ii) an acquisition of all the issued and outstanding shares of General Business Network (Holdings) Ltd. in December 2002, (iii) a 1-for-30 reverse stock split that was effective on September 1, 2002, (iv) the assignment of the rights of the after tax rental income of certain premises from Mr. William Chi Hung Tsang for a five year period in December 2003, and (v) the exercise of warrants for the shares of our common stock by Mr. Tsang and Powertronic in March 2004 and in July 2004, and the further exercise additional warrants in December 2004. As a result of these transactions, Mr. William Chi Hung Tsang became the new major shareholder and owns over 12,600,000 shares of our common stock and Powertronic owns over 5,500,000 shares. Mr. Chi Hung Tsang is currently President and Chairman of our Board of Directors.

China World Trade Corporation ("China World Trade") has recently established its businesses into three distinct divisions, namely the club and business center; the tourism and hotel management services; and the investment and consultancy services.

The Club and Business Center division is devoted to the building of the branded World Trade Center Clubs in China. Its objective is to open and operate business clubs in the major cities of China in association with the World Trade Center Association, in order to position the company as the platform to facilitate trade between China and the world market. China World Trade currently operates the Guangzhou World Trade Center Club, consisting of over 4,000 square meters and located in 3-4th Floor of Goldlion Digital Network Center, 136-138 Tiyu Road East, Tianhe Districit, Guangzhou, 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 PRC, and consisting of 730 square meters. In addition, since the acquisition of CEO Clubs China Limited ("CEO Clubs") in May 2004, CEO Clubs will complement China World Trade's offerings by targeting higher profile leadership from larger companies than those normally associated with China World Trade. The CEO Clubs family, of which each family member operates independently of each other, has thirteen chapters in the US and China. It focuses on recruiting CEO's of companies with annual sales exceeding $2 million as members. The average member of our affiliated CEO Clubs family has $20 million in annual sales.

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The Tourism and Hotel Management division formerly included an effective interest of 20.4% capital stock of Guangdong New Generation Commercial Management Limited (the “New Generation Group” or “New Generation”). In the view that the profit margin of air-ticketing business is diminishing because of the continuous higher fuel price and additional cost associated into it, not to mention the foreseeable huge increasing cost on manpower in China because of its improving living standards; the Company disposed the remaining 20.4% New Generation on June 30, 2007.

In order to maintain a foothold into the high-end business travel market, the management acquired Suzhou Tongli on September 25, 2006. This strategic acquisition is believed to provide the Company with entry into the high margin tourism segment of the travel business because Tongli town is quickly becoming one of the most popular domestic and international tourist destinations in China with strong tourism, business travel growth opportunities in the region. The Company also incorporate a wholly-owned subsidiary CWT Hotel Management to focus on the hotel management & hospitality services provider of China. CWT Hotel Management is an attempt to divest the Company of a low gross margin travel businesses to focus on the higher margin business & hospitality services sectors, which are expected to experience increased growth over the next decade as China increases its visibility as a global business market and tourist destination.

The Investment and Consultancy Services division concentrates on investment and advisory services as an important bridge between foreign capital and major new investment opportunities in China, largely in the hotel, property, resources, manufacturing and technology sectors. This division aims at becoming the investment and financing platform of the Company.

RESULTS OF OPERATIONS

The following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for the years ended December 2007 and 2006.  The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.

	Year Ended Dec 31,
	2007						2006
	US$ ‘000			% of			US$ ‘000			% of
Operating revenues				Revenue						Revenue
Club and business centre		710.6			95.6			712.4			100.0
Hotel Management		32.8			4.4
		743.4			100.0			712.4			100.0
Profit (Loss) from continuing operations
Club and business centre		669.7			90.1			639.6			89.8
Hotel Management		28.0			3.8
		697.7			93.9			639.6			89.8
Corporate expenses		3,332.3			448.3			4,333.9			608.4
Consolidated operating loss from continuing operation		(2,634.6	)		(354.4	)		(3,694.3	)		(518.6	)
Realized gain on marketable securities - available-for-sale
Other income		64.9			8.7			26.8			3.8
Interest income		0.8			0.1			0.9			0.1
Interest expense
Equities in earnings of affiliates		(147.9	)		(19.9	)		(180.2	)		(25.3	)
Gain on disposal of a subsidiary
Loss on disposal of an affiliate		(541.1	)		(72.8	)
Impairment loss on investment in an affiliate								(2,140.4	)		(300.4	)
Loss on disposal of interest in a subsidiary								(2,394.8	)		(336.2	)
Realized gains on available-for-sale securities								(321.2	)		(45.1	)
Net loss from continuing operation before extraordinary item, income taxes and minority interest		(3,257.9	)		(438.2	)		(8,703.2	)		(1,221.7	)
Income (loss) from discontinued operations		(27.1	)		(3.6	)		(1,387.8	)		(194.8	)
Negative goodwill recognized as income		1,000.0			134.5
Net income (loss)		(2,285.00	)		(307.4	)		(10,091.0	)		(1,416.5	)
Earnings (loss) per share
Basic		(0.05	)					(0.29	)
Diluted		(0.05	)					(0.29	)

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FISCAL YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED DECEMBER 31, 2006.

OPERATING REVENUE

The Company has started to recruit members, and to provide club and business center services through its subsidiary Guangzhou World Trade Center Club located in Guangdong Province, People’s Republic of China since June 2002, We have disposed our operation in the business travel business on June 30, 2007 that was commenced since our acquisition of New Generation in August 2004. We have also disposed the entire business value-added services and other related subsidiaries in June 2007, which was commenced since March 2003. Consolidated operating revenue for the twelve-month period ended December 31, 2007 was $743,400, compared to $4,339,000 for the same corresponding period in year 2006, a decrease of $3,595,600 or 82.9%. The decrease was mainly the result of the cessation of business travel services incomes.

Of the $743,400 revenue in the twelve-month period ended December 31, 2007, approximately $710,600 (or 95.6%) was generated from providing club related services by Guangzhou World Trade Center Club and Beijing World Trade Center Club, and the remaining $32,800 (or 4.4%) from the newly launched hotel management services.

The disposal of the remaining 40% of our equity holding of GBN Holdings in June 2007, which leads to the effective disposal of effective interest of 20.4% capital share of New Generation, continues to significantly reduce our operating revenues. Since the disposal of the remaining 40% GBN Holdings was effective on June 30, 2007, only 6 months of operating revenues from New Generation were consolidated into our results as other income.  

Consolidated operating loss from continuous operation decreased by approximately $1,058,400 or 28.7% to $2,634,600 for the twelve-month period ended December 31, 2007 from $3,694,300 for the same corresponding period in year 2006. The decrease was caused by the newly launched hotel management services as well as the improvement of our accommodation rate in our club and business centers, offset by the corporate expenses.

CORPORATE EXPENSES

Corporate expenses decreased by approximately $1,000,300 or 23.1% to $3,332,300 for the year ended December 31, 2007 from $4,333,900 for the same corresponding period in 2006. The decrease was mainly a result of respective measures for trimming costs.

EQUITIES IN EARNINGS OF AFFILIATES

Equities in earnings of affiliates reduced by $32,300 or approximately 18% for the year end December 31, 2007. The decrease was mainly a result of the recognition of the operational loss in only one affiliate, Suzhou Tongli as compared to recognizing both New Generation and Suzhou Tongli for the same corresponding period in 2006.

OTHER INCOME AND REALIZED GAIN

The other income and realized gain increased by $38,100 for the year ended December 31, 2007.  The increase was the result of a waiver of debt during the reporting period.

INETEREST INCOME / INTEREST EXPENSES

There was no interest expenses incurred for the year ended December 31, 2007 following the disposal of New Generation. .

GOODWILL

Negative Goodwill was $1,000,000 for the year ended December 31, 2007 following the acquisition of Sontech Limited, which owned 8,000,000 shares of common stock of  pink sheet-listed Mobile Entertainment, Inc.

NET LOSS

Net loss was approximately $2,285,000 for the year ended December 31, 2007, as compared to the same corresponding period in year 2006, a decrease of $7,555,800 or 77.3% from a loss of $10,091,000. Majority of the net loss was the result of the recognition of the impairment loss on disposal of interest in an affiliate, GBN Holdings.  Management believes that our operations will continue to improve and we do not foresee a trend of losses

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2007, cash and cash equivalents totaled $43,945. This cash position was the result of a combination of net cash used in financing activities in the amount of $399,898, net cash provided in investing activities in the amount of $1,531,562 and the net cash used in operating activities in the amount of $1,183,963.  The decrease in financing activities was mainly repayment to a stockholder of $399,898, The net cash provide in investing activities was mainly the disposal of two subsidiary of $900,000 and $12,821, disposal of an affiliate amount to $647,564 and the increase of  acquisition of property, plant and equipment of $28,823. The net cash used in operating activities was mainly the result from the net loss of $2,285,000, decrease in accrued expenses of $172,648 and increase in Prepayments of $155,891 offsetting by Loss on disposal of interest in an affiliate $541,133 ,Negative goodwill recognized as income  amount to $1,000,000,and the stock, option and warrants issued for services amount to $1,371,122.

We believe that the level of financial resources is a significant factor for our future development and accordingly may choose at any time to raise capital through private debt or equity financing to strengthen its financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities.

The Company regarded the effort of filing with the Commission a Registration Statement on Form SB-2 covering the sale in a secondary offering of the Registrable Securities, and the sale of other securities pursuant to the Standby Equity Distribution Agreement dated November 15, 2004 had been terminated subsequent to the failure to file the Registration Statement through Form SB-2/A Amendment No. 6 on February 3, 2006.  We do not have immediate plans to have a public offering of our common stock.

- 15 - -

OTHER SIGNIFICANT EVENTS

Incorporation of new subsidiaries.  On August 20, 2007 the Company incorporated CWT Investment Services Limited and CWT Hotel Management Limited, Both are incorporations under the law of British Virgin Islands and are 100% held by the Company through wholly-owned Virtual Edge Limited.

Disposal of 40% GGN Holdings.  On June 30, 2007, the Company through its wholly owned subsidiary, China Chance Enterprises Limited (“China Chance”) , disposed 100% outstanding capital stock of both June Success Limited (“June Success”) and Sinopac Success Limited (“Sinopac”) to Wisdom Plus Limited (“Wisdom Plus”) at a total consideration of $2,000,000 to be paid by installment.  June Success and Sinopac owns a total of 40% of the outstanding capital stock of General Business Network (Holdings) Limited (“GBN Holdings”), where GBN Holdings indirectly owns 51% of the outstanding capital stock of New Generation Commercial Management Limited (“New Generation”). Up to this point the Company has completely disposed GBN Holdings and New Generation.

Disposal of Creative Idea Group Limited.  On June 29, 2007, the Company disposed 100% outstanding capital stock of Creative Idea Group Limited (“Creative Idea”) to Merry Planet Corporation (“Merry Planet”) at a total consideration of HK$100,000..  Creative Idea owns a total of 55% of the outstanding capital stock of WTC Full Capital Advisors Inc ..

Acquisition of Sonytech Limited in lieu of outstanding payment.  The Company through its wholly-owned subsidiary China Chance disposed 100% outstanding capital stock of Rejoice Success Limited to Wisdom Plus in 2006. On April 9, 2007 Wisdom Plus exercised an option in paying the consideration pursuant to the sales and purchase agreement dated September 29, 2006, and delivered 100% outstanding registered shares of its subsidiary Sonytech Limited (“Sonytech”) to the Company as payments in lieu of the outstanding balance of the consideration to be paid by Wisdom Plus. Sonytech beneficially owns 8,000,000 shares of common stock of Mobile Entertainment, Inc, a Nevada corporation whose common stock is listed for quotation on the Pink Sheets market under the trading symbol “MBEI”.

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.

- 16 - -

Item 7.      Financial Statements

The information required by this Item is located following the signature page and exhibits of this annual report.

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Child, Van Wagoner & Bradshaw, PLLC, Independent Registered Public Accounting Firm	18
Consolidated Balance Sheet	19
Consolidated Statements of Operations and Comprehensive Income (Loss)	20
Consolidated Statement of Changes in Stockholders’ Equity	21
Consolidated Statements of Cash Flows	22
Notes to Consolidated Financial Statements	23 - 47

- 17 - -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

China World Trade Corporation

We have audited the accompanying consolidated balance sheet of China World Trade Corporation and subsidiaries as of December 31, 2007, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income, and cash flows for the years ended December 31, 2007 and 2006. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide

a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Trade World Corporation and subsidiaries as of December 31, 2007, and the results of their operations and their cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations during the year, despite having a positive working capital, that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC

Certified Public Accountants

Salt Lake City, Utah, USA

March 28, 2008

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Expressed in United States Dollar (“US$”), except for per share data)

			December 31, 2007
ASSETS	Notes
Current assets:
Cash and cash equivalents			$	43,945
Accounts receivable, net		9		2,229
Prepayments				16,147
Other current assets				13,815
Note receivable – sale of affiliate		11		1,352,436
Rental and other deposits		10		272,479
Due from affiliate company		12		51,977
				-
Total Current Assets				1,753,028
Property, Plant and Equipment:
Property, plant and equipment, net		14		44,110
Marketable securities – Available-for-sale		13		2,000,000
Investment in affiliate companies		7		6,208,043
Total Assets			$	10,005,181
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	17,732
Accrued expenses				458,726
Due to a stockholder		17		1,282,047
Due to related companies		12		84,764
Deferred income				-
Other current liabilities				158,000
Total Current Liabilities				2,001,269
Total Liabilities				2,001,269
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; 20,000,000 shares authorized, 49,565,923 shares issued and outstanding as of Dec 31, 2007		20		49,566
Additional paid-in capital				41,010,482
Deferred stock-based compensation				(715,537	)
Accumulated other comprehensive income				-
- foreign currency translation adjustment				109,447
- unrealized loss on marketable securities -available-for-sale				(2,000,000	)
Accumulated deficit				(30,450,046	)
Total Stockholders’ Equity				8,003,912
Total Liabilities and Stockholders’ Equity			$	10,005,181

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Expressed in United States Dollar (“US$”), except for per share data)

	Years Ended
	December 31,
	2007			2006
Operating revenues
Club and business centre	$	710,610		$	712,368
Hotel Management		32,820			-
		743,430			712,368
Operating costs and expenses
Club and business centre		5,382			37,118
Hotel Management		3,150			-
		8,532			37,118
Other expenses
Bad debts expense (recovered)		-			(4,830	)
Impairment, depreciation and amortization		43,040			19,695
Stock-based consultancy expenses		1,155,263			-
Selling, general and administrative expenses		2,171,123			4,354,618
		3,369,426			4,369,483
Loss from continuing operations		(2,634,528	)		(3,694,233	)
Non-operating income (expense)
Other income		64,882			26,781
Interest income		796			871
Interest expense		-			-
Other expense - share of affiliate loss		(147,920	)		-
Gain (loss) on disposal of a subsidiary		-			-
Loss on disposal of an affiliate		(541,133	)		(180,175	)
Impairment loss on investment in an affiliate		-			(2,140,359	)
Loss on disposal of interest in a subsidiary		-			(2,394,839	)
Gain (loss) on disposal of interest in a subsidiary		-			(321,185	)
Loss from continuing operations before extraordinary item, income taxes and minority interest		(3,257,903	)		(8,703,139	)
Provision for income taxes		-			-

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Expressed in United States Dollar (“US$”), except for per share data)

	Years Ended
	December 31
	2007			2006
Net loss from continuing operations before extraordinary item		(3,257,903	)		(8,703,139	)
Discontinued operations:
Loss from discontinued operations		(27,133	)		(1,387,836	)
Net loss before extraordinary item		(3,285,036	)		(10,090,975	)
Extraordinary item
Negative goodwill recognized as income		1,000,000			-
Net loss		(2,285,036	)		(10,090,975	)
Other comprehensive income
Unrealized holding gain arising for the period		(2,000,000	)		(1,108,375	)
Less: Reclassification adjustment for gains or losses included in net profit		-			357,125
Foreign currency translation adjustment arising during the period		(49,985	)		35,472
Comprehensive loss	$	(4,335,021	)	$	(10,806,753	)
Loss from continuing operations per share of common stock    - Basic and diluted
	$	(0.07	)	$	(0.25	)
Loss from extraordinary income per share of common stock    - Basic and diluted
	$	0.02		$	(0.00	)
Total net loss per share of common stock-Basic and diluted	$	(0.05	)	$	(0.29	)
Weighted average number of shares of common stock outstanding
		48,675,786			35,252,090

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

(Expressed in United States Dollar (“US$”), except per share data)

	Common stock
	No. of shares		Amount issued		Additional paid in capital		Deferred stock-based compensation			Accumulated other comprehensive income - unrealized gain on available-for-sale securities			Accumulated other comprehensive income (loss)			Statutory reserves			Accumulated deficit			Total
Balance as of December 31, 2005		33,668,923	$	33,669	$	31,014,949	$-			$-			$	775,240		$	169,624		$	(18,071,752	)	$	13,921,730
Common stock issued for service on April 27, 2006		280,000		280		383,320		-			-			-			-			-			383,600
Common stock issued for service on April 27, 2006		117,000		117		162,513		-			-			-			-			-			162,630
Common stock issued for service on August 15, 2006		800,000		800		1,095,200		-			-			-			-			-			1,096,000
Common stock issued as consideration for acquisition of an affiliate on November 20, 2006		9,000,000		9,000		6,399,000		-			-			-			-			-			6,408,000
Net loss		-		-		-		-			-			-			-			(10,090,975	)		(10,090,975	)
Transfer to statutory reserve		-		-		-		-			-			-			2,283			(2,283	)		-
Foreign currency translation adjustment		-		-		-		-			-			35,472			-			-			35,472
Unrealized holding (loss) gain arising during  the year		-		-		-		--						(1,108,375	)		-			-			(1,108,375	)
Less:  Reclassification adjustment for gains or losses included in net profit (loss)		-		-		-		-			-			357,125			-			-			357,125
Adjustment on disposal of a subsidiary		-		-		-		-			-			-			(171,907	)		-			(171,907	)
Balance as of December 31, 2006		43,865,923		43,866		39,054,982		-		-				59,462			-			(28,165,010	)		10,993,300
Common stock issued in exchange for service		5,700,000		5,700		1,955,500		-			-			-			-			-			1,961,200
Net loss																				(2,285,036	)		(2,285,036	)
Foreign currency translation adjustment														49,985									49,985
Unrealized loss on marketable securities- available-for-sale											(2,000,000	)											(2,000,000	)
Issue of common stock-deferred compensation								(1,442,357	)														(1,442,357	)
Amortization of deferred stock compensation		-		-		-		726,820									-						726,820
Balance as of December 31, 2007		49,565,923	$	49,566	$	41,010,482	$	(715,537	)	$	(2,000,000	)	$	109,447		$	-		$	(30,450,046	)	$	8,003,912

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CASHFLOWS

(Expressed in United States Dollar (“US$”))

	Years ended December 31,
	2007			2006
Cash flows from continuing operating activities:
Net loss	$	(2,285,036	)	$	(10,090,975	)
Net loss from discontinued operations		27,133			1,387,836
Net loss from continuing operations		(2,257,903	)		(8,703,139	)
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		1,371,122			1,391,977
Share of losses in affiliate companies		147,920			180,175
Depreciation  and amortization		44,030			19,696
Bad debts		5,132			10,694
(Gain) loss on disposal of interest in a subsidiary		(27,133	)		2,140,359
Loss on disposal of interest in an affiliate		541,133			-
Impairment loss on investment in an affiliate		-			3,177,555
Changes in working capital:
Accounts receivables		4,174			(3,018	)
Other current assets		4,795			203,135
Due from related companies		-			(415,755	)
Due from an affiliate company		(24,377	)		(25,163	)
Rental and other deposits		(18,069	)		(15,468	)
Prepayments		155,891			596
Account payables		4,302			(1,610	)
Accrued expenses		(172,648	)		250,613
(Decrease) increase in deferred income		(5,417	)		(985	)
Other current liabilities		14,263			67,396
Due to related parties		28,820			-
Due to related companies		-			19,927
Net cash used in continuing operating activities		(1,183,965	)		(1,703,015	)
Cash flows from continuing operations investing activities:
Proceeds from a subsidiary disposed in preceding year		900,000			100,000
Proceeds from disposal of an affiliate		647,564			1,282
Proceeds from (used in) disposal of a subsidiary		12,821			(80,959	)
Acquisition of property, plant and equipment		(28,823	)		-
Net cash provided by continuing operations investing activities		1,531,562			20,323
Cash flows from continuing operations financing activities:
Advance from (repayment to) a shareholder		(399,898	)		1,662,470
Net cash provided by (used in) continuing operations financing activities		(399,898	)		1,662,470
Net decrease in cash from continuing operation		(52,301	)		(20,222	)

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CASHFLOWS

(Expressed in United States Dollar (“US$”))

	Years ended December 31,
	2007			2006
Discontinued operations
Cash provided by (used in) discontinued operating activities		26,341			(2,668,484	)
Cash provided by discontinued operations investing activities		-			(1,895,770	)
Cash used in discontinued operations financing activities		-			1,424,944
Net cash provided by discontinued operations		26,341			(3,139,310	)
Foreign currency translation adjustments		(37,239	)		31,812
Net decrease in cash and cash equivalents		(63,199	)		(3,127,720	)
Cash and cash equivalents at beginning of year		107,144			3,234,864
Cash and cash equivalents at end of year	$	43,945		$	107,144
Supplemental disclosure information:
Interest paid	$	-		$	-
Income tax paid	$	-		$	-
Non-cash operating, investing and financing activities:
Common stocks issued for services	$	1,961,200		$	1,391,977
Available for sale securities received as income	$	-		$	(375,000	)

See accompanying notes to consolidated financial statements.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.         ORGANIZATION AND DESCRIPTION OF BUSINESS

China World Trade Corporation (“CWTC”) was incorporated under the laws of the State of Nevada on January 29, 1998 as Weston International Development Corporation. On July 28, 1998, the name was changed to Txon International Development Corporation. On September 15, 2000 CWTC changed to its existing name. CWTC acts as an investment holding company.

The Company and subsidiaries are hereinafter collectively referred to as the “Group”.

Details of the major direct and indirectly owned subsidiaries and their principal activities as of the date of this report are summarized below:

Name of company	Date of acquisition/ formation	Place of incorporation	Equity interest owned by the Company	Principal activities
Beijing World Trade Centre Club	April 1, 1999	PRC	75%	Club services
Beijing World Trade Full Capital Advisors Inc.	December 9, 2005	PRC	55%	Business consulting service
CEO Clubs China Limited	May 7, 2004	Hong Kong	51%	Licensing
China Chance Enterprises Limited	January 26, 2004	BVI	100%	Equity holding company
China World Trade Corporation	May 5, 2004	BVI	100%	Equity holding company
Creative Idea Group Limited	January 2, 2004	BVI	100%	Business consulting service
Guangzhou World Trade Centre Club Limited	December 29, 2001	PRC	75%	Club services
June Success Limited	August 17, 2006	BVI	100%	Equity holding company
Rainbow Wish Limited	August 17, 2006	BVI	100%	Equity holding company
Sinopac Success Limited	August 17, 2006	BVI	100%	Equity holding company
Virtual Edge Limited	August 14, 2000	BVI	100%	Equity holding company

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)           Basis of consolidation

These accompanying consolidated financial statements include the financial statements of CWTC and subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).  The results of subsidiaries acquired or disposed of during the year are consolidated from or up to the date of their effective dates of acquisition or disposal, respectively.

All significant inter-company balances and transactions have been eliminated in consolidation.

(b)           Use of estimates

The preparation of consolidated financial statements requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 (c)           Cash and cash equivalents

Cash and cash equivalents of US$43,945 as of December 31, 2007 consist principally of cash at bank. For purposes of the consolidated statements of cash flows, the Group considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. None of the Group’s cash is restricted as to withdrawal, which if any, has been separately disclosed in current assets.

- 25 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 (d)           Accounts receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. The Group determines the allowance based on historical write-off experience of the Group. The Group reviews its allowance for doubtful accounts on a regular basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by industry. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure related to its customers.

(e)         Property-use rights

Property-use rights are stated at cost less accumulated amortization and impairment losses.  Costs of the property-use rights are amortized over the term of the relevant rights on a straight line basis.

(f)           Property, plant and equipment

Property, plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets.  The estimated useful lives of the assets are as follows:

	Depreciable life
Leasehold land and buildings	50 years
Leasehold improvements	2 – 3 years
Office and computer equipment	3 - 5 years
Motor vehicles	3 - 6 years
Furniture and fixtures	3 - 10 years

(g)           Goodwill on consolidation

Goodwill represents the excess of the purchase consideration payable in acquisitions of subsidiaries over the fair value of the net assets acquired at the time of acquisition. Goodwill on consolidation is stated at cost when it arises. As part of an ongoing review of the valuation of goodwill, management assesses the carrying value of the goodwill to determine if changes in facts and circumstances suggest that it may be impaired. If this review indicates that the goodwill is not recoverable, the carrying value of the goodwill would be reduced to its estimated fair market value.

On disposal of a subsidiary, any attributable amount of purchased goodwill is included in the calculation of the gain or loss on disposal.

(h)           Investment in affiliate companies

The Company accounts for its affiliate companies under the equity method of accounting, by which the Company’s share of income or loss of affiliates are recorded as “Equity in earnings of affiliates” in the consolidated statement of operation.    The investment in affiliate companies is included in balance sheet at cost plus equity accounting adjustments which are the Company’s share of losses since acquisition of the affiliates.

 (i)           Impairment of long-lived assets

In accordance with FASB Statement 144, long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. This determination is made at the reporting unit level and consists of two steps. First, the Group determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

- 26 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(j)           Deferred income

Deferred income represents unamortized non-refundable admission fees, membership fees and licensing fees received but the related services, or portion of the services, have not yet been rendered.

(k)         Revenue recognition

The Group recognizes revenue when persuasive evidence of an arrangement exists, the element has been delivered, the fee is fixed or determinable, collection of the resulting receivable is probable, and VSOE of the fair value of any undelivered element exists. A discussion about these revenue recognition criteria and their applicability to the Group’s transactions as follows:

Persuasive evidence of an arrangement: The Group uses either contract signed by both the customer and the Group or written sales receipt issued by the Group that legally bind the Group and the customer as evidence of an arrangement.

Product delivery: The Group deems delivery to have occurred when the air tickets are accepted by and title and risk of ownership has passed to the customer. Delivery of other services are recognized as services are rendered under the terms of the contract.

Fixed or determinable fee: The Group considers the fee to be fixed or determinable if the fee is not subject to refund or adjustment and the payment terms are within its normal establishedpractices. If the fee is not fixed or determinable, the Group recognizes the revenue as amounts become due and payable.

Collection is deemed probable: The Group conducts a credit review for all significant transactions at the time of the arrangement to determine the credit-worthiness of the customer. Collection is deemed probable if the Group expects that the customer will pay amounts under the arrangement as payments become due.

(i)   Club and business center

The Group, through its Business Club, provides members a commercial and recreational service, education programs and business networking programs.  The Group generally records membership revenue as deferred income on its consolidated balance sheets and recognizes it over the membership period.  Revenues generated from memberships that are subject to a pro rata refund are recognized ratably over the membership period.

(ii)     Hotel management

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.

(iii)      Rental and others

Rental

The Company also leases business facilities to members of the Club.  These leases are classified as operating leases and the lease revenues are recognized based on the lease term of the facilities.

Others

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101 “Revenue Recognition of Financial Statements”, when the title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable, and collectability is reasonably assured.

(iv)   Interest income

Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.

(l)           Advertising costs

The Group expenses advertising costs as incurred in accordance with the SOP 93-7, “Reporting for Advertising Costs”. Advertising costs are expensed as incurred and were US$Nil for the year ended December 31, 2007 and US$274,486 for the year ended December 31, 2006.

- 27 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(m)           Income taxes

The Group accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred income taxes are provided for the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from loss carry-forwards and provisions, if any. Deferred tax assets and liabilities are measured using the enacted tax rates expected in the years of recovery or reversal and the effect from a change in tax rates is recognized in the statement of operations in the period of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. For details please refer to Note 7 to these financial statements.

 (n)           Foreign currency translation

Assets and liabilities of the Group whose functional currency is the local currency are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. The net exchange differences resulting from these translations are reported in accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations.

(o)   Business segment reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements.

The Group operates in two principal business segments: club and business centre, rental and others.  There reportable segments are strategic business units that offer different services. They are managed separately because they provide distinct service that requires different knowledge and marketing strategies.

(p)   Stock-based compensation

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for public entities (excluding small business issuers) for the fiscal year beginning after June 15, 2005. The Group adopted SFAS No. 123(R) on January 1, 2006 using the modified-prospective transition method. Had the Group adopted SFAS No. 123(R) for the year ended December 31, 2005, its diluted earnings per share would have been unchanged, and going forward, the Group expects that the adoption of SFAS No. 123(R) will have a similar effect on diluted earnings per share.

The Company records compensation expense for stock-based employee compensation plans using the intrinsic value method in which 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. The stock options will vest and become exercisable according to the following schedule:

On April 30, 2004:            25%

On December 30, 2004:    25%

Each quarter thereafter:   6.25% (until fully vested)

By an ordinary resolution passed at a directors’ meeting held on October 31, 2004, the option holders of The 2003 Plan were allowed to begin exercising 50% of the total entitlements as of November 1, 2005 (ahead of the original entitlement on December 30, 2004) and on a cashless basis. The terms and conditions of the remaining 50% of their entitlements under The 2003 Plan shall stay the same.

(q)    Stock-based compensation

As the exercise price of the Company’s incentive stock options is higher than the market price of the underlying stock on the date of grant, pursuant to APB Opinion No. 25, no compensation expense has been recognized for stock options granted to employees at the date of grant.

Following modification the options granted under The 2003 Plan, the modified award (i.e. 50% of the total entitlements) was fully vested at October 31, 2004. The new measurement of stock-based compensation was required and based on the intrinsic value of the Company’s common stock at the date immediately prior to the modification (i.e. October 31, 2004). The compensation cost was recognized in the consolidated statement of operations and the same amount was credited to the Company’s additional paid-in capital.

- 28 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

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

	Years ended December 31
	2007			2006
Net profit (loss), as reported		(2,285,036	)		(10,090,975	)
Total stock-based employee compensation expense determined under intrinsic value based on method for all awards,     net of tax	Nil			Nil
Total stock-based employee compensation expense determined under fair value based on method for all awards,     net of tax	Nil			Nil
Pro forma		(2,285,036	)		(10,090,975	)
Earning (loss) per share
- Basic and diluted
As reported					0.00
Pro forma					0.00

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

	Years ended December 31,
	2007			2006
Dividend yield		-			-
Expected price volatility		224	%		224	%
Risk-free interest rate		2.1	%		2.1	%
Expected life of options (in years)		2			3
Weighted-average fair value of options granted or modified	$	0.62		$	0.62

The weighted average fair value per option granted at the date of grant and date of modification was US$0.62 and US$1.97 respectively. For purposes of pro forma disclosure, the estimated fair value of the options is amortized on a straight line basis to expense over the options’ vesting periods, i.e., 3 years as prescribed under The 2003 Plan.

(r)   Comprehensive income (loss)

Accumulated comprehensive income, as presented in the accompanying consolidated statement of stockholder equity consists of changes in unrealized gains and losses on foreign currency translation as well as unrealized gains or losses from available-for-sale securities.  This comprehensive income is not included in the computation of income tax expense or benefit.

(s)   Related party

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the party in making financial and operating decisions or vice versa, or where the Group and the party are subject to common control or common significant influence.  Related parties may be individuals or other entities.  All material related party transactions have been disclosed in the disclosure note 15 to the financial statements.

(t)   Concentrations of credit risk

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Group performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

The Group utilizes a limited number of suppliers for certain components used in its products but has no long-term supply contracts with them.

(u)   Fair value of financial instruments

Management considers that the carrying amounts of the Group’s cash, receivables, and payables approximate their fair value because of the short maturity of these instruments.  Amounts due to related companies do not bear interest and do not have fixed payment terms.  Management is therefore unable to estimate the fair value of such financial instruments.

- 29 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(u)         Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases.  Rent payable and receivable under operating leases are recognized as expense and revenue on the straight line basis over the lease terms.

The Company leases certain premises under non-cancellable operating leases.  Rental expenses under operating leases were US$582,113 and US$551,387 for the years ended December 31, 2007 and 2006, respectively.

(v)         Earnings per share

The Company computes earnings per common share (“EPS”) in accordance with SFAS No. 128, “Earnings per Share.” Basic earnings per common share (“Basic EPS”) are calculated using the weighted average number of shares of common stock outstanding during each period. Diluted earnings per common share (“Diluted EPS”) reflect the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, deferred compensation, restrictedstock units, and the outstanding commitment to issue shares under the Employee Stock Purchase Plan, determined by the treasury stock method.

	As of December 31
	2007		2006
Warrants		921,002		921,002
Options		1,400,000		1,400,000
		2,321,002		2,321,002

(w) Available-for-sale securities

Available-for-sale securities received in respect of the disposal of a subsidiary. The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance-sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale. Available-for-sale security are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in shareholders’ equity. The fair value of substantially all securities is determined by quoted market prices. The estimated fair value of securities for which there are no quoted market prices is based on similar types of securities that are traded in the market.

(x)         Recently Issued Accounting Standards

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115”. This statement permits companies to choose to measure many financial instruments and 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 of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at specified election dates. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  The Company is currently assessing the impact adoption of SFAS No. 159 will have on its consolidated financial statements.

In December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset. The provisions are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of the statement.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statements No.141 (revised 2007), “Business Combinations” (“FAS 141(R)”) and No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FAS 160”). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The provisions of FAS 141 (R) and FAS 160 are effective for the fiscal year beginning June 1, 2009. We are currently evaluating the provisions of FAS 141(R) and FAS 160.

- 30 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

3.           GOING CONCERN CONSIDERATIONS

Though the Company has a negative working capital of US$(248,241) as of December 31, 2007, the Company had net loss of US$2,285,036 and net loss of US$10,090,975 for the years ended December 31, 2007 and 2006 respectively.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital through additional equity funding and attaining profitable operations in the future. Management has developed a strategy, which they believe can be accomplished and will enable the Company to operate in the future. However, there can be no assurance that the Company will be successful with their efforts to attain profitable operations. The inability of the Company to secure additional financing and attain profitable operations in the near term could adversely impact the Company’s business, financial position and prospects.

4.           DISPOSAL OF A SUBSIDIARY

 (a)  Summary of effect of disposal of a subsidiary

On September 29, 2006, the Company through its wholly owned subsidiary, China Chance Enterprises Limited, sold 100% outstanding capital stock of Rejoice Success Limited (“Rejoice”) to Wisdom Plus Limited (“Wisdom Plus”) at a consideration of $4,000,000. Rejoice owns 60% of the outstanding capital stock of General Business Network (Holdings) Limited (“GBN”), which indirectly owns 51% of the outstanding capital stock of New Generation Commercial Management Limited (“New Generation”). 

The purchase price will be paid by 4 installments from September 30, 2006 to July 29, 2007 in cash or shares of common stock issued by any Pink Sheet companies or OTCBB companies in lieu of the consideration. The amount of share certificates shall be agreed by both parties in a separate agreement. As of December 31, 2007, total amount of US$1,000,000 in cash had been received. The Company also received 100% outstanding share capital of Sonytech Limited, which owns 8,000,000 shares of common stock of a pink-sheet-listed Mobile Entertainment, Inc., as payment in lieu of the cash consideration portion for selling all of the outstanding shares of Rejoice Success Limited.

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 $27,133 was recorded as loss from discontinued operations in the consolidated statement of operations and comprehensive income in this year.

5.     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 year ended December 31, 2007.

- 31 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(b)  Analysis of net outflow of cash and cash equivalents in respect of acquisition during the period

	For the year ended
	December 31, 2007
	US$
Cash consideration	Nil
Bank balance and cash acquired	Nil
Net outflow of cash and cash equivalents	Nil

6.     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% equities interest in General Business Network (Holdings) Ltd. (“GBN”) at a consideration of US$2,000,000.   Up to December 31, 2007, $647,564 of the consideration was received in cash, and the total receivable amount is $1,352,436.

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

- 32 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

7.           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.

	Years Ended
Carrying value of affiliates consists of the following:	December 31,
				Restated
	2007			2006
General Business Network (Holdings) Limited.
Carrying value at beginning of period		2,538,529			2,666,667
Equity in earnings during the period		2,604			128,138
Cash dividend received
Disposal during the period at carrying value		(2,541,133	)
					-
Carrying value at end of period		-			2,538,529
CWT International Excursion Investment Limited
Carrying value at beginning of period		6,355,963			6,408,000
Equity in earnings during the period		147,920			52,037
Cash dividend received		-			-
Disposal during the period at carrying value		-			-
Carrying value at end of period		6,208,043			6,355,963
Carrying value in affiliates at end of period		6,208,043			6,355,963-

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.

	Years Ended
	December 31,
				Restated
	2007			2006
Operating revenues		4,099,105			1,091,192
Operating costs and expenses		(5,241,004	)		(1,480,355	)
Loss from operation		(1,141,899	)		(389,162	)
Interest and other income		7,834			5,149
Minority interest		542,384			175,865
Net loss		(591,581	)		(208,148	)

(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 “CWTC Shares”) to Mr. Tsang in exchange for 25 common shares of CWT Excursion owned by him (the “CWT Excursion Shares”) to Rainbow Wish, presenting a 25% equity interest in CWT Excursion.

CWT Excursion was incorporated in March, 2006, and is the owner of 51% of the equity interest in a joint venture company known as Suzhou Tongli International Excursion Development Limited, which is a company organized and existing under the laws of the People’s Republic of China (“Suzhou Tongli”). Suzhou Tongli is in the business of operating tourist concessions in Tongli Town, Suzhou City, Jiangsu Province, People’s Republic of China. Pursuant to the Agreement, Mr. Tsang has also agreed to grant Rainbow Wish the option to purchase an additional 35% of the capital stock of CWT Excursion within twelve months of the date hereof, at a price that will be agreed upon by both parties at the time of exercise of said option in a separate agreement.  Please see footnote no. 1 for business operation of CWT Excursion.

The acquisition consideration of CWT Excursion amounts to $6,408,000, which is taken as the carrying value in CWT Excursion at acquisition date of 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.

- 33 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(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. 6 for details.

8.         INCOME TAXES

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

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

Several PRC subsidiaries are subject to PRC Enterprise Income Taxes (“EIT”) on an entity basis on income arising in or derived from the PRC.  Income tax expense comprises of the following:

	Year ended December 31,
	2007		2006
Current tax		-		103,037
Deferred tax		-		-
		-		-

A reconciliation of the income tax expense to the amount computed by applying the current tax rate to the income before income taxes in the consolidated statements of income is as follows:

	Years ended December 31,
	2007			2006
	%			%
Statutory rate		33.0			33.0
Non-deductible expenses		(1	)		5.9
Tax exempt income		-			-
Tax effect of net operating losses		(21	)		(41.9	)
Unrecognized temporary differences		8.8			2.9
Subsidiary not subject to tax		(19.7	)		(0.8	)
Tax rate differential between subsidiaries		(0.1	)		(0.1	)
Over provision in prior years related to a newly-acquired subsidiary		-			-
Others		-			-
		-			(1.0	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Group’s deferred tax assets and liabilities are as follows:

	As of December 31
	2007			2006
Deferred tax assets
Net operating loss		7,258,829			4,802,923
Depreciation		15,122			51,041
Deferred expenditure		-			638,148
		7,273,951			5,492,112
Valuation allowance		(7,273,951	)		(5,492,112	)
Total deferred tax assets		-			-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

- 34 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

9.           ACCOUNTS RECEIVABLE, NET

	As of December 31,
	2007
Accounts receivable, net		2,229

The management considers that the accounts receivable are stated at fair value because it represents balances due from reputable customers and expects to collect their outstanding balances in full.

10.           RENTAL AND OTHER DEPOSITS

Included in rental and other deposits are deposits paid to Guangzhou Goldlion City Properties Co., Ltd. of US$83,921 and Guangzhou Goldlion Environmental Technology Co., Ltd. of US$153,429 as of December 31, 2007.  For relationship with the Group, please refer to note 18 (a) to these financial statements.

11.           NOTES 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 Up to December 31, 2007, $647,564 of the consideration was received in cash and the total outstanding amount is $1,352,436

12.           AMOUNT DUE FROM/TO RELATED PARTIES

(a)Due from affiliate company
	As of December 31,
	2007
CWT International Excursion Investment Ltd.		51,977
Classified as current assets	51,977

The amounts due from related parties and related companies and affiliate company as of December 31, 2007 represented unsecured advances which were interest-free and repayable on demand.

Guangzhou Goldlion City Properties Co., Ltd.	(20,509	)
Beijing Wanlong Economic Consultancy Corporation Ltd.	(2,730	)
Guangzhou City International Exhibition Co.	(61,525	)
Classified as current liabilities	(84,764	)

The amounts due to related parties as of December 31, 2007 represented unsecured advances which were interest-free and repayable on demand.

The amount due to related companies relates to rental and management fees and advisory fees.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

13.           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 December 31, 2007
	Cost		Unrealized loss			Fair value
Available-for-sale:
Equity securities
Non-current assets – Mobile Entertainment, Inc.		4,000,000		(2,000,000	)		2,000,000

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.

14.           PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	As of December 31,
	2007
Office and computer equipment		19,668
Motor vehicles		69,772
Less: Accumulated depreciation		(45,330	)
Net book value		44,110

Total depreciation for the years ended December 31, 2007 and 2006 was US$23,040 and US$245,196, respectively.

Despite the operating loss experienced by the club operations of the Group, management considers that impairment losses is not necessary for the year ended December 31, 2007 because of the immaterial amount .

15.           LOAN RECEIVABLE

The loans receivable are those loans to non-related companies which are interest bearing and having a fixed repayment schedule.

16.           RELATED PARTY TRANSACTIONS

(a)           Names and relationship of related parties

	Existing relationships with the Company
Beijing Wanlong Economic Consultancy Corporation Ltd.	PRC partner of a subsidiary
Bernard Chan	An ex-officer and an ex-shareholder of the Company
Chan Chi Ming	A 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

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

16.           RELATED PARTY TRANSACTIONS – (CONT’D)

(a)           Names and relationship of related parties

	Existing relationships with the Company
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 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

		Year ended December 31,
	Notes	2007			2006
		US$			US$
Increase (decrease) in allowance for doubtful accounts to
Guangzhou Cyber Strategy Limited	(i)		(73,600	)		(17,389	)
Guangdong WTC Link Information Services Ltd.	(ii)					15,525
Consultancy fee expenses to
Beijing Wanlong Economic Consultancy Corporation Ltd.	(iii)		19,603			18,816
Guangzhou City International Exhibition Co.	(iv)		19,603			18,816
Glory River Corporation	(v)		69,231			65,385
Bernard Chan	(vi)					12,821
Huang Zehua	(vii)					2,779
Suo Hongxia	(viii)					1,389
Chen Dexiong	(ix)					4,446
Director fee to:
Ho Chi Kin	(x)					1,000
William Tsang	(xi)		150,000			150,000
Chan Chi Ming	(xii)		26,419			77,062
John Hui	(xiii)					-
Luo Chao Ming	(xiv)		4,284			11,961
Chen Zeliang	(xv)		6,403			14,820
June Yang	(xvi)		13,218

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(b)           Summary of related party transactions

		Years ended December 31,
		2007		2006
Rent and related expenses to
Guangzhou Goldlion City Properties Co., Ltd.	(xvii)		290,928		231,068
Guangzhou Goldlion Environmental Technology Co., Ltd.	(xviii)		197,976		179,948
Personal guarantee granted from
Mr. William Tsang			-		19,231
	Notes
Traveling expenses to
Guangzhou Sanranxin Travel Ltd.	(xix)		-		115,553
Other expenses to
Goldlion Holdings Ltd.	(xx)		-		1,362
Sponsorship donation to
HK (Xian) Trade Association Ltd.	(xxi)		-		38,462

Notes:

(i)   As of December 31, 2007, the amount due from/to Guangzhou Cyber Strategy Limited is US$Nil.

(ii)   As of December 31, 2007, the amount due from Guangdong WTC Link Information Services Ltd, is US$Nil.

(iii)   As of December 31, 2007, the amount due to Beijing Wanlong Economic Consultancy Corporation Ltd. is US$61,525

(iv)   As of December 31, 2007, the amount due to Guangzhou City International Exhibition Co. is US$20,508

(v)   As of December 31, 2007, the amount due from/to Glory River Corporation is US$Nil.

(vi)   As of December 31, 2007, the amount due from/to Mr. Bernard Chan is US$Nil.

(vii)   As of December 31, 2007, the amount due from Ms. Huang Zehua is US$Nil.

(viii)   As of December 31, 2007, the amount due to Ms. Suo Hongxia is US$Nil.

(ix)   As of December 31, 2007, the amount due from Mr. Chen Dexiong is US$Nil.

(x)   As of December 31, 2007, the amount due from/to Mr. Ho Chi Kin is US$Nil.

(xi)   As of December 31, 2007, the amount due to Mr. William Tsang is US$1,282,047

(xii)   As of December 31, 2007, the amount due from/to Mr. Chan Chi Ming is US$Nil.

(xiii)   As of December 31, 2007, the amount due from/to Mr. John Hui is US$Nil.

(xiv)   As of December 31, 2007, the amount due from/to Mr. Luo Chao Ming is US$Nil.

(xv)   As of December 31, 2007, the amount due from/to Mr. Chen Zeliang is US$Nil.

(xvi)   As of December 31, 2007, the amount due from/to Ms.June Yang is US$Nil.

(xvii)   As of December 31, 2006, the amount due to Guangzhou Goldlion City Properties Co., Ltd. is US$2,730.

(xviii)   As of December 31, 2007, the amount due to Guangzhou Goldlion Environmental Technology Co., Ltd. is US$ Nil.

(xix)   As of December 31, 2007, the amount due from Guangzhou Sanranxin Travel Ltd. is US$Nil.

(xx)   As of December 31, 2007, the amount due to Goldlion Holdings Ltd. is US$Nil.

(xxi)   As of December 31, 2007, the amount due to HK (Xian) Trade association Ltd. is US$Nil.

17.           AMOUNT DUE TO A STOCKHOLDER

The amount due to Mr. William Tsang represented unsecured advances which were interest-free and repayable on demand.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

18.           OPERATING LEASE COMMITMENT

(a)           Operating lease payables

As of December 31, 2007, the Group has total outstanding commitments not provided for under non-cancelable operating leases, which are payable as follows:

	As of December 31,
Year	2007		2006
2008		719,120		475,618
2009		520,045		344,134
2010		475,622		332,496
2011		275,090		193,956
		1,989,877		1,346,204

The Group has also committed to pay contingent rental at the higher of the agreed rent and the following portion of the membership fee income of a subsidiary:

·   15% on the membership fee income of the subsidiary for the period from February 1, 2005 to January 31, 2006  

·   7.5% on the membership fee income of the subsidiary for the period of February 1, 2006 to January 31, 2009

(b)           Operating lease receivables

The total outstanding commitments under non-cancelable operating leases, which are receivable as follows:

	As of December 31,
	2007		2006
2008		155,934		-
2009		-		-
		155,934		-

As of December 31, 2007, property, plant and equipment held for use under operating leases include gross amounts of US$89,249. Depreciation of property, plant and equipment in respect of assets held for use under operating leases are US$22,983 and US$20,373 for the years ended December 31, 2007 and 2006 respectively.

19.           RETIREMENT PLAN

The Group operates a Mandatory Provident Fund (“MPF”) plan for its Hong Kong employees. The pension expenses charged to the consolidated statement of operations amounted to US$5,419 and US$5,215 for the year ended December 31, 2007 and 2006 respectively.  Total contribution to the MPF including employee contribution (which is accounted for as salary and wages) charged to the consolidated statement of operations amounted to US$10,839 and US$10,430 for the year ended December 31, 2007 and 2006 respectively.

As stipulated by the PRC regulations, all retired employees of the Group who are residents of the PRC are entitled to an annual pension equal to their basic annual salary upon retirement. The Group contributed to a state-sponsored retirement plan at a certain percentage of the gross salary of its employees and has no further obligations for the actual pension payments or post-retirement benefits beyond the annual contributions. The state-sponsored retirement plan is responsible for the entire pension obligations payable to all employees. The pension expense for the year ended December 31, 2007 and 2006 was US$28,101 and US$167,177, respectively.

20.           COMMON STOCK

(a)   On February 27, 2007, the Company issued 691,000 S-8 shares issued @USD0.001 (nominal value) to Canyon Red Group Ltd re Tongli Town for IT consultancy provided during the period from 15Nov 2006 to 14 May 2008.

(b)   On February 27, 2007, the Company issued 1,437,000 S-8 shares issued @USD0.001 (nominal value) to Techpro Services Ltd. re clubs for business consultancy provided during the period from 20 November 2006 to 19 August 2007.

(c)   On February 27, 2007, the Company issued 2,860,000 S-8 shares issued @USD0.001 (nominal value) to Grande Angel Int'l Ltd for IT consultancy provided during the period from 15 January 2007 to 14 October  2009.

(d)   On February 27, 2007, the Company issued 712,000 S-8 shares issued @USD0.001 (nominal value) to Perfect Bright Hldg Ltd for Tongli resort feasibility provided during the period from 17 January 2007 to 16 July 2007.

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

21.           OPTIONS PLAN

(a) (i)  On December 31, 2003, the Company adopted The 2004 Plan which was approved by the stockholders on the same date. The 2003 Plan allows the Board of Directors, or a committee thereof at the Board’s discretion, to provide for a total 1,000,000 stock options to officers, directors and key employees of the Company. All the stock options provided, were issued in accordance with the terms of The 2003 Plan on the same day to certain officers, directors and key employees of the Company at an exercise price of US$0.673 per share and are exercisable during the period from April 30, 2004 to December 30, 2006.

(ii)On February 20, 2004, the Company cancelled 65,000 options and 30,000 options for the reason of resignation and job reposting respectively.

(b) On February 27, 2004, the Company entered into an agreement with Xelex Inc. for consulting services provided. Apart from the consultancy fee expenses, an option to acquire 80,000 shares at an exercise price of US$1 per share was issued to Xelex Inc.. The stock option was fully vested and became exercisable on September 1, 2004. On November 9, 2004, the option was fully exercised on a cashless basis. A total of 58,552 common stocks of the Company were issued

The fair value of this option, which is estimated by the Black-Scholes option pricing model, was US$3.89.  The additional expense was recognized in the preceding year consolidated statement of operations and the same amount was credited to the Company’s additional paid-in capital. The following weighted-average assumptions have been adopted in applying the Black-Scholes option pricing model:

Expected dividend yield	None
Risk-free interest rate	2.1%
Expected volatility	367%
Contractual life	2 years

(c)              The stock options activities and related information are summarized as follows:        

	Years ended December 31,
	2007				2006
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding, beginning of year		1,400,000		3.0		1,400,000		3.0
Granted						-		-
Granted						-		-
Exercised
- The 2003 Plan						-		-
- Xelex Inc.						-		-
Cancelled						-		-
Outstanding, end of year		1,400,000		3.0		1,400,000		3.0
Exercise price is less than market price on date of grant	Nil		Nil		Nil		Nil
Exercisable, end of year		1,400,000		3.0		1,400,000		3.0

	As of December 31, 2007
Weighted average remaining contractual life	0.5 year
Range of exercise price
US$3.0	1,400,000

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CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

22. PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS TO PURCHASE COMMON STOCK

(a) On August 26, 2004, the Company entered into a Securities Purchase Agreement with Bridges & PIPES, LLC, TCMP3 Partners, Connell Capital Partners, LP and Stealth Capital, LLC (the “Purchasers”), providing for the issuance by the Company to the Purchasers, of the (i) number of shares of Common Stock, and (ii) Series A Warrants, subject to an option in favor of the Purchasers to purchase additional shares of common stock and receive additional warrants.

On August 26, 2004 and December 3, 2004 under the Securities Purchase Agreement, the Purchasers acquired in the aggregate 433,333 and 966,667 shares of common stock respectively, at a price of US$1.5 per share, for an aggregate purchase price of US$2,100,000. Upon purchase, the Purchasers were also issued 700,001 five-year Series A Warrants to purchase that number of warrant shares at an exercise price equal to US$2.5 per share, without any additional consideration. In addition, the Company granted each Purchaser an option (the "Option") to purchase that number of shares of common stock equal to 1,400,001 shares (the "Firm Shares"). Upon exercise of the Option at a purchase price of US$3 per share of common stock, the Purchaser would also receive, without additional consideration, five-year Series B Warrants to purchase 50% of the Firm Shares at an exercise price equal to US$4 per share.

The fair values of attached Series A Warrants, Options and Series B Warrants were recorded in the Company’s additional paid-in capital.

In addition, the Company has issued 112,667 Placement Agent's Warrants to Duncan Capital, LLC, who acted as Placement Agent to the Company in connection with the offering. Such warrants are five-year non-cashless exercise, provisioned warrants to purchase shares of common stock at US$2.5 per share. The costs associated with these transactions are also accounted for based on the fair value of these warrants at the date of issue.

On August 26, 2004, the Company also entered into a Registration Rights Agreement with the investors signatories thereto, which provides that on or prior to 45 days after the Escrow Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (defined as the Firm Shares, Option Shares, shares issuable upon exercise of the Agent's Warrants and shares issuable upon exercise of the Series A Warrants and the Series B Warrants) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. In addition, the Registration Rights Agreement also contains certain piggy-back registration rights in favor of the holders of Registrable Securities. All fees and expenses incident to the performance of or compliance with the Registration Rights Agreement are to be borne by the Company.

(b) On November 22, 2004, the Company entered into a Standby Equity Distribution Agreement (a "SEDA") and a Registration Rights Agreement, with US-based investment fund, Cornell Capital Partners, LP ("Cornell Capital") for US$30,000,000. Under the SEDA, Cornell has committed to provide up to US$30,000,000 of funding to the Company over a 24-month period, to be drawn down at the Company's discretion by the purchase of the Company's common stock. The purchase price of the shares purchased under the SEDA with respect to any advance will equal 99% of, or a 1% discount to, the lowest closing bid price of the common stock during the five consecutive trading day period immediately following the notice date. The amount of each advance is subject to a maximum advance amount of $1,500,000, except for the first advance, which may be in the amount of $3,000,000. Cornell Capital intends to sell any shares purchased under the SEDA at the then prevailing market price. Duncan Capital, LLC has been engaged by the Company to act as Placement Agent with respect to the SEDA.

(c) In connection with the SEDA, the Company has entered into a Letter Agreement, dated as of November 19, 2004 (the "Letter Agreement"), pursuant to which it agreed to (a) not make any draw-downs under the SEDA for a period of thirty days from the date of effectiveness of the soon-to-be-filed registration statement, and (b) issue to Bridges & PIPES, LLC and TCMP3 Partners, the two Purchasers at the first closing referred to above, 83,334 Series A Warrants and 25,000 Series A Warrants, respectively, in order to induce such Purchasers to waive their rights to be the sole registrants on the registration statement. The costs associated with these compensations are also accounted for based on the fair value of these warrants at the date of issue.

Using the Black-Scholes option pricing model with the following weighted-average assumptions:

Expected dividend yield	None
Risk-free interest rate	3.61%
Expected volatility	211%
Contractual life	1.86 years

The fair value of these warrants was estimated as US$0.05 for the year ended December 31, 2007. The additional expenses for placement services provided and compensation of were recognized in the preceding year consolidated statement of operations and the same amounts were credited to the Company’s additional paid-in capital. No additional expenses was recognized during the year because of no further issue of warrants for services.

- 41 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

The warrant activities and related information are summarized as follows:

	Years ended December 31,
	2007				2006
	Number of Warrants		Weighted average exercise price		Number of Warrants		Weighted average exercise price
Outstanding, beginning of year		921,002		2.5		921,002		2.5
Granted		-				-
Exercised		-				-
Outstanding, end of year		921,002		2.5		921,002		2.5
Exercise price is less than market price on date of grant	Nil		Nil		Nil		Nil
Exercise price exceeds market price on date of grant		921,002		2.500		921,002		2.500
Exercisable, end of year		921,002		2.500		921,002		2.500

	As of December 31, 2007
Weighted average remaining contractual life	1.86 years
Range of exercise price
US$2.500	921,002

(d) The Group had fully accounted for liquidated damage expense of US$- and US$211,500 for the year ended December 31, 2007 and 2006 respectively in connection with the failure to have its registration statement become effective as required under the terms of the Securities Purchase Agreement in which US$650,000 was raised in August 2004 and US$1,400,000 was raised in December 2004.  Under section 2(c) of the Registration Rights Agreement, in part, that each investor is entitled to be paid an amount in cash until a registration statement is declared effective and/ or the Registrable Securities may be sold pursuant to Rule 144(k) (which requires a two years holding period.  If a registration statement is not declared effective on or prior to one hundred twenty days (120) days of closing, such amount is equal to one percent (1%) of the aggregate purchase price paid by the Investors.  We quantified the amount with reference to the date when the 120 days period expires and accrued the liquidated damage expense on a time apportionment basis in respect of both amounts raised in August and December 2005 amounting to US$650,000 and US$1,400,000 respectively.  Of total amount of US$420,000 provided, US$145,000 had been paid in March 2006.

23.           STOCK-BASED COMPENSATION EXPENSE

The Company issued 691,000 shares of its common stock on February 27, 2007 to Canyon Red Group Limited as their compensation for the provision of information technology consultancy services, at then market price of $0.27, for a total of $186,570. The Company amortized the consultancy fee over a 18 months period. The term for this agreement is 18 months beginning on November 15, 2006 to May 14, 2008. It resulted in an expense of $10,365 for each month, and the total stock-based compensation expenses of $124,380and $15,893 for the years ended December 31, 2007 and 2006, respectively.

The Company issued 2,860,000 shares of its common stock on February 27, 2007 to Grande Angel International Limited as their compensation for the provision of information technology consultancy services, at then market price of $0.36, for a total of $1,029,600. The Company amortized the consultancy fee over a 33 months period. The term for this agreement is 18 months beginning on January 15, 2007 to October 14, 2009. It resulted in an expense of $31,200 for each month, and the total stock-based compensation expenses of $360,360 for the year ended December 31, 2007.

The Company issued 712,000 shares of its common stock on February 27, 2007 to Perfect Bright Holdings Limited as their compensation for the provision of feasibility study of developing resort in Tong Li Town Wujiang City, Jinagsu Province, at then market price of $0.34, for a total of $242,080. The Company amortized the consultancy fee over a 6 months period. The term for this agreement is 6 months beginning on January 17, 2007 to July 16, 2007. The total stock-based compensation expenses of $242,080 for the year ended December 31, 2007.

The Company also issued 1,437,000 shares of its common stock on February 27, 2007 to Techpro  Services Limited as their compensation for the provision of advisory services on business development and facilitation services in the expansion of the Guangzhou World Trade Centre Club Limited and CEO Clubs China Limited, at then market price of $0.35, for a total of $502,950. The Company amortized the consultancy fee over a 9 months period. The term for this agreement is 6 months beginning on November 20, 2006 to August 19, 2007. The total stock-based compensation expenses of $428,443 for the year ended December 31, 2007.

As a result, the total stock compensation expense reported was $1,155,263 and $15,893for the years ended December 31, 2007 and 2006, respectively.

- 42 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

24.           STATUTORY RESERVES

Statutory reserves of the Company’s PRC subsidiaries include the statutory common reserve fund and the statutory common welfare fund. Pursuant to regulations in the PRC, the subsidiaries set aside 10% of their profits after tax for the statutory common reserve fund (except when the fund has reached 50% of the Company’s registered capital) and 5% of their profits after tax for the statutory common welfare fund. The statutory common reserve fund can be used for the following purposes:

-   to make good losses in previous years; or

-   to convert into capital, provided such conversion is approved by a resolution at a owners’ general meeting and the balance of the statutory common reserve fund does not fall below 25% of the registered capital.

The statutory common welfare fund, which is to be used for the welfare of the staff and workers of the subsidiaries, is of a capital nature.

Amount of statutory reserve as of December 31, 2007 is nil subsequent to the loss of the subsidiaries.

25.           SEGMENTAL REPORTING

The Group has two reportable segments; club and business centre, rental and others with four separate businesses lines in access services and product sales.

The following table presents information about the Company's business segments for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007			Restated 2006
Operating revenues
Club and business centre		710,610			712,368
Hotel Management		32,820			-
		743,430			712,368
Profit (Loss) from continuing operations
Club and business centre		669,698			639,632
Hotel Management		28,029			-
		697,727			639,632
Corporate expenses		3,332,255			4,332,583
Consolidated operating loss from continuing operation		(2,634,528	)		(3,692,951	)
Other income		62,278			26,781
Interest income		796			871
Equities in earnings of affiliates		(147,920	)		-
Loss on disposal of an affiliate		(666,667	)		(180,175	)
Impairment loss on investment in an affiliate		-			(2,140,359	)
Loss on disposal of interest in a subsidiary		-			(2,394,839	)
Realized gains on available-for-sale securities		-			(321,185	)
Net loss from continuing operation before extraordinary item, income taxes and minority interest		(3,386,041	)		(8,701,857	)

	As of December 31, 2007
Total assets	US$
Club and business centre		439,130
others		9,437,913
		9,877,043

- 43 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

26.         CONCENTRATIONS AND RISKS

(i)           Major Customers

The following is a table summarizing the revenues from customers that individually represent greater than 10% of the total revenues for the year ended December 31, 2007 and their outstanding balances as at year end date:

	Years ended December 31,
	2007		2006
Customer A		-		1,487,780

As of December 31, 2007, the balances due to the Group amounted to US$Nil.

(ii)                Major Vendors

The following is a table summarizing the purchases from vendors that individually represent greater than 10% of the total purchases for the year ended December 31, 2007 and their outstanding balances as at year end date:

	Years ended December 31,
	2007		2006
Vendor A		-		845,747

As of December 31, 2007, the balances due from the Group amounted to US$Nil.

(iii)                Credit Risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Group believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Group does not generally require collateral from customers. The Group evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(iv)                Exchange risk

The Group cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Group could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RMB and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

27.           DORMANT SUBSIDIARIES

The following subsidiaries are dormant during the year ended December 31, 2007.

(i)	China Chance Enterprises
(ii)	Rainbow Wish Ltd.
(iii)	China World Trade Corp (BVI)
(iv)	CEO Clubs China Limited
(v)	Sonytech Ltd
(vi)	CWT Hotel Management
(vii)	CWT Investments Services Limited

- 44 - -

CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

28.      SUSEQUENT EVENT

Share Exchange with Parure Capital. On March 28, 2007, the Company entered into a Share Exchange Agreement by and among the Company, William Tsang, the Chairman and President of the Company (“Tsang”), Uonlive Limited, a corporation organized and existing under the laws of the Hong Kong (“Uonlive”), Tsun Sin Man Samuel, Chairman of Uonlive (“Tsun”), Hui Chi Kit, Chief Financial Officer of Uonlive (“Hui”), Parure Capital Limited, a corporation organized and existing under the laws of the British Virgin Islands and parent of Uonlive (“Parure Capital”).  For purposes of the Exchange Agreement; Tsun and Hui, as the holders of all of the outstanding capital stock of Parure Capital were therein referred to as the “Stockholders”, and Parure Capital and Uonlive were therein referred to as the “Uonlive Subsidiaries.”

Upon the closing date of the Share Exchange Agreement on or about March 31, 2008, Tsun and Hui transferred all of their share capital in Parure Capital to the Company in exchange for, and assigned to corporations designated by Tsun and Hui, an aggregate of 150,000,000 shares of common stock of the Company and 500,000 shares of Series A Convertible Preferred Stock of the Company, which is convertible after six months from the date of issuance into one hundred shares of common stock of the Company, thus causing Parure Capital to become a direct wholly-owned subsidiary of the Company and Uonlive as indirect subsidiary of the Company.

In addition, on the closing date on or about March 31, 2008:

(a) the current officers of the Company resigned from such positions and the persons chosen by Uonlive were appointed as the officers of the Company, notably Tsun Sin Man Samuel, as Chairman, Cheung Chi Ho, as Chief Executive Officer, and Wong Kin Yu, as Chief Operating Officer, and Tsang and Zeliang Chen resigned from their positions as directors and officers; and Tsun and Cheung filled the vacancies on the Board created by their resignation. CM Chan resigned from his position as Chief Executive Officer, Larry Wei Fan will remain as Chief Financial Officer until further notice.

(b) the remaining members of the Board, namely Xiao Lei Yang, Chao Ming Luo and Ye Xin Long resigned from their positions as a director effective upon the expiration of the ten day notice period required by Rule 14f-1, at which time such persons designated by Uonlive will be appointed as directors of the Company, notably Carol Kwok, Zeng Yang and Wong Kin Yu.

(c) the Company disposed 100% outstanding capital stock of China Chance Enterprises Limited (“China Chance”), China World Trade Corporation (“CWTC”), Virtual Edge Limited (“Virtual Edge”) and Rainbow Wish Limited (“Rainbow Wish”) to Top Speed Technologies Limited (“Top Speed”), a British Virgin Islands corporation wholly-owned by William Tsang, pursuant to which in consideration of cancellation of indebtedness owed by the Company to William Tsang.

Pro forma financial report

The following unaudited pro forma condensed combined balance sheet combines the consolidated historical balance sheet of China World Trade Corporation (“CWTD”) as of December 31, 2007 and the consolidated balance sheet of Parure Capital Limited (“Parure”) as of December 31, 2007, giving effect to the completion of (1) the share exchange of all share capital of Parure in exchange for 150,000,000 shares of common stock of CWTD and 500,000 shares of Series A Convertible Preferred Stock (the “Share Exchange”) and (2) the transfer of all of CWTD’s subsidiaries to Top Speed Technologies Limited,  British Virgin Islands corporation owned by Mr. William Tsang, the former Chairman and President of CWTD (the “Disposal”) as if they had been consummated on December 31, 2007. The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2007 combines the statement of operations of CWTD for the year ended December 31, 2007 with the statement of operations of Parure for the period from November 21, 2007 (date of inception) through December 31, 2007, giving effect to the Disposal and the Share Exchange as if they had occurred at the beginning of the periods presented.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the Disposal and the Share Exchange, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of CWTD upon consummation of these transactions.

NOTE 1 BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. The unaudited pro forma condensed combined financial information should not be relied upon as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that CWTD will experience. CWTD and Parure have not had any historical relationships prior to the transaction. Accordingly, no pro forma adjustments were required to eliminate activities among the companies.

The shares that the former Parure stockholders will receive at the closing of the transactions will represent approximately 75.1% of the outstanding ordinary shares of CWTD (without taking into account the conversion of 500,000 shares of Series A Convertible Preferred Stock in six months from the date of issuance into 100 shares of common stock of CWTD) following the consummation of the transactions (and the former CWTD shareholders would own approximately 10.9% of the outstanding ordinary shares of CWTD), assuming the following transactions are completed:

Disposal of all subsidiaries of CWTD

At the closing date, CWTD transfers of all of its subsidiaries to Top Speed Technologies Limited, a British Virgin Islands corporation owned by William Tsang, pursuant to a sale and purchase agreement in consideration of cancellation of indebtedness owed by CWTD to Mr. William Tsang, the former Chairman and the President of CWTD.

The Exchange

The Exchange between CWTD and Parure is treated as a reverse acquisition and recapitalization of CWTD whereby Parure is deemed to be the accounting acquirer (legal acquiree) and CWTD to be the accounting acquiree (legal acquirer). The net assets of Parure are recorded as of the closing date at their historical costs, which is considered to be the equivalent of fair value. No good will or intangible assets are recorded as a result of the merger.

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CHINA WORLD TRADE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2007

(Currency expressed in United States Dollars (“US$”))

							Proforma Adjustment (1)									Proforma Adjustment (2)			Pro forma
	CWTD (consolidated)			Parure			Disposal Adjustment			Transfer of sub to related parties to cancel indebtedness			Recapitalization and satisfaction of liabilities adj			Issuance of 150,000,000 shares of common stock and 50,000,000 preferred stock			Combined
											1	a	1b and 2a				2	b
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$	43,945		$	50,000		$	(43,845	)							$	--		$	50,100
Pledged bank deposit		-			10,256															10,256
Accounts receivable		2,229						(2,229	)											-
Deferred tax asset		-			39,142			0												39,142
Due from related parties		-						0		$	23,247,477		$	(23,247,477	)					-
Due from affiliate co.		51,977						(51,977	)											-
Rental and other deposits		272,479						(272,479	)											-
Prepayments		16,147						(16,147	)											-
Other current assets - disposal proceeds receivables		1,352,436						(1,352,436	)											-
Other current assets		13,815						(13,815	)											-
Total Current Assets		1,753,028			99,398			(1,752,928	)											99,498
																				-
Property and Equipment, net		44,110			23,728			(44,110	)											23,728
Available-for-sale securities		2,000,000						(2,000,000	)											-
Investment in affiliate co.		6,208,043						(6,208,043	)											-
Intangible assets					384,615															384,615
Total Assets	$	10,005,181		$	507,741		$	(10,005,081	)	$	-		$	-		$	-		$	507,841
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to related parties	$	-		$	-		$	23,247,477		$	(23,247,477	)	$	-		$	-		$
Due to a shareholder		(1,282,047	)		(159,962	)		(234,841	)					1,516,888						(159,962	)
Due to related companies		(84,764	)		(57,692	)		84,764												(57,692	)
Accounts payable		(17,732	)					17,732												-
Accrued expenses		(458,726	)		(40,000	)		90,691						368,035						(40,000	)
Other current liabilities		(158,000	)					158,000												-
Total Current Liabilities		(2,001,269	)		(257,654	)		23,363,823												(257,654	)
OTHER LONG-TERM LIABILITIES
Note payable to a shareholder					(384,615	)														(384,615	)
STOCKHOLDERS' EQUITY
Preferred stock																	(50,000	)		(50,000	)
Common stock		(49,566	)														(150,000	)		(199,566	)
Additional paid-in capital		(41,010,482	)		(50,000	)								41,059,948			200,000			199,466
Deferred stock based compensation		715,537						(715,537	)
Accumulated other comprehensive income		1,890,553						(1,976,379	)					85,827
Accumulated deficit		30,450,046			184,528			(10,666,826	)					(19,783,221	)					184,528
Total Stockholders' Equity		(8,003,912	)		134,528			(13,358,742	)											134,428
Total Liabilities and Stockholders' Equity	$	(10,005,181	)	$	(507,741	)	$	10,005,081		$	-		$	-		$	-		$	(507,841	)

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CHINA WORLD TRADE CORPORATION

(a)   UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

(Currency expressed in United States Dollars (“US$”))

							Disposal
							Proforma Adjustment (1)			Pro forma
	CWTD (consolidated)			Parure			Disposal Adjustment			Combined
Revenue, net	$	(743,430	)	$	(10,256	)	$	743,430		$	(10,256	)
Cost of revenue		8,532						(8,533	)
Gross profit		(734,898	)		(10,256	)		734,897			(10,256	)
Operating expenses
Amortization and depreciation		43,040						(43,040	)
Stock-based consultancy expenses		1,155,263						(1,155,263	)
General & administrative - exchange difference		(45,141	)					(8,286	)		(53,427	)
General & administrative		2,216,264			233,926			(1,470,031	)		980,160
		3,369,426			233,926			(2,676,620	)		926,733
Income/loss from operations		2,634,528			223,670			(1,941,723	)		916,477
Other income (expenses)
Interest income		(796	)					796
Other income		(64,882	)					64,882
Other expense - share of affiliate loss		147,920						(147,920	)
Gain (loss) on disposal of a subsidiary		27,133									27,133
Loss on disposal of an affiliate co.		541,133						(541,133	)
		650,508						(623,375	)		27,133
Net income before extraordinary items, income tax and minority interest		3,285,036			223,670			(2,565,098	)		943,610
Income tax expense					(39,142	)					(39,142	)
Loss from continuing operation		3,285,036			184,528			(2,565,098	)		904,468
Income from discontinued operation								2,565,098			2,565,098
Extraordinary item Negative goodwill recognized as income		(1,000,000	)								(1,000,000	)
Net Loss	$	2,285,036		$	184,528		$			$	2,469,566
Loss from continuing operations per share - basic and diluted										$	(0.00	)
Loss from discontinued operations per share – basic and diluted											(0,01	)
Income from extraordinary item per share - basic and diluted										$	0.00
Net loss per share – basic and diluted										$	(0.1	)
Basic and diluted common shares											248,675,786

NOTE 2 PRO FORMA ADJUSTMENTS

These unaudited pro forma combined financial statements reflect the following pro forma adjustments:

Adjustment 1, relating to the Disposal

To record the disposal of all subsidiaries of CWTD at their carrying values as of December 31, 2007 in consideration of cancellation of indebtedness owed by CWTD to Mr. William Tsang.

Adjustment 2, relating to the Merger

2a. To eliminate the accumulated deficit of CWTD as Parure will be the continuing entity as accounting acquirer for accounting purposes.

2b. To record the issuance of 150,000,000 shares of common stock at par value of $0.001 and 500,000 shares of Series A Convertible Preferred Stock of CWTD in exchange for all the shares of Parure.

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Item 8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    On February 16, 2006, Moore Rowland Mazars, Chartered Accountants (“MRM”) resigned as the independent registered public accounting firm for the Company. MRM had been the independent registered public accounting firm for and audited the consolidated financial statements of the Company for the year ended September 30, 2003, for the three months ended December 31, 2003, and for the year ended December 31, 2004. All of the foregoing audited consolidated financial statements are hereinafter collectively referred to as the “consolidated financial statements.” The reports of MRM on the consolidated financial statements for the past fiscal years indicated contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph relating to the Company’s ability to continue as a "going concern." The tender of resignation by MRM was approved unanimously by the Board of Directors.

    In connection with the audits for the two most recent fiscal years and in connection with MRM’s review of the subsequent interim periods through February 16, 2006, there have been no disagreements between the Company and MRM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of MRM, would have caused MRM to make reference thereto in their report on the Company’s financial statements for these fiscal years.   MRM agreed with the foregoing statements in the letter that it was required to send to the Commission pursuant to Item 304 of Regulation S-B.

     On February 16, 2006, the Company engaged Zhong Yi (Hong Kong) C.P.A. Company Limited as its independent registered public accounting firm. The Company had not consulted with Zhong Yi (Hong Kong) C.P.A. Company Limited regarding the application of accounting principles to any contemplated or completed transactions nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither written nor oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues. At the time of its engagement, Zhong Yi (Hong Kong) C.P.A. Company Limited had not yet been credentialed for practice before the Commission, although it began the credentialing process in November of 2005.

On March 23, 2006, Zhong Yi (Hong Kong) C.P.A. Company Limited (“Zhong Yi”) resigned as the independent registered public accounting firm for the Company.  Zhong Yi had been engaged on February 16, 2006 as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ended December 31, 2005. Zhong Yi was not credentialed to practice accounting before the Commission, but it had an application to be admitted pending with the Commission since November of 2005.  Zhong Yi determined that it may not be credentialed in time and may not be able to finish and submit its audit report to the Commission in connection with the filing of this Annual Report on Form 10-KSB for the year ended December 31, 2005.  As a result, Zhong Yi chose to resign in order to give the Company an opportunity to engage a credentialed auditing firm.  The draft report of Zhong Yi on the audited consolidated financial statements for the past fiscal year contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph relating to the Company’s ability to continue as a "going concern."  Zhong Yi’s tender of resignation was approved unanimously by the Board of Directors.

In connection with the audit for the most recent fiscal year and in connection with Zhong Yi’s review of the subsequent interim periods through March 23, 2006, there have been no disagreements between the Company and Zhong Yi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Zhong Yi, would have caused Zhong Yi to make reference thereto in its report on the Company’s financial statements for the last fiscal year.  Zhong Yi agreed with the foregoing statements in the letter that it was required to send to the Commission pursuant to Item 304 of Regulation S-B.

On March 23, 2006, the Company engaged Child, Van Wagoner & Bradshaw, PLLC as its independent registered public accounting firm. The Company had not consulted with Child, Van Wagoner & Bradshaw, PLLC regarding the application of accounting principles to any contemplated or completed transactions nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither written nor oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue

 Item 8A.   Controls and Procedures

Annual Evaluation of Controls.  As of the end of the period covered by this annual report on Form 10-KSB, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls"). This evaluation (“Evaluation”) was performed by our Chief Executive Officer, Chi Ming Chan (our “CEO”), and our Principal Financial Officer, Larry Wei Fan (our “CFO”).  In addition, we have discussed these matters with our securities counsel.  In this section, we present the conclusions of our CEO and CFO based on and as of the date of the Evaluation with respect to the effectiveness of our Disclosure Controls..

CEO and CFO Certifications.  Attached to this annual report 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. 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 us is made known to the CEO and the CFO by others, particularly during the period in which the applicable report is being prepared.

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Limitations on the Effectiveness of Controls. Our management does not expect that our Disclosure 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 design and monitoring costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances 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 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 quarterly 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 to make modifications if and as necessary.  Our intent in this regard is that the Disclosure Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.

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 the Company is 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 or fiscal year that has materially affected, or is reasonably likely to affect, our Internal Controls.

PART III

Item 9.   Directors and Executive Officers of the Registrant

Directors and Executive Officers

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have five directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

Name	Age	Position
William Chi Hung Tsang	46	Chairman, Director and President
Zeliang Chen	42	Vice Chairman and Director
Xiaolei Yang	36	Director
Chao Ming Luo	57	Director
Chi Ming Chan	46	Chief Executive Officer
Larry Wei Fan	37	Chief Financial Officer
Ye Xin Long	62	Independent Director

Backgrounds of Directors

Executive Directors

Mr. William Chi Hung Tsang, aged 46, is the President and Chairman of the Board of Directors of China World Trade Corporation. Mr. Tsang has more than 20 years of experience in real estate, business and trade development.  Prior to joining the Company, Mr. Tsang was executive director of Goldlion Holdings Limited, a Hong Kong-listed company.  He is currently also the Director of the China Overseas Friendship Association, Chairman of All China Youth Federation, Chairman of the Hong Kong Xi’an Trade Association, Vice Chairman of the Guangzhou Federation of Foreign Investors, and Vice Chairman of the Guangzhou Federation of Industry and Commerce

Mr. Zeliang Chen, aged 42, is the Vice Chairman and Director of the Company. Mr. Chen graduated with honors from Renmin University of China with a Bachelor of Law. He is the founder of Guangdong Hua Hao Group of Companies and is a committee member of the Private Enterprise Council of Guangdong Province. Mr. Chen now is a Chief Executive Officer and Chairman of Guangdong New Generation Travel Service Co., Ltd., Director of Guangdong Huahao Industries Group of Companies, Director and Vice Chairman of China World Trade Corporation.

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Mr. Chao Ming Luo, aged 57 is a Director of the Company. Mr. Luo has long-term collaborative relations with Hong Kong business circles and associations. He was employed at the Xinhua News Agency Hong Kong from 1983 to 1996; he then joined the Xinhua News Agency Hong Kong Branch Guangzhou Representative Office in 1996 before joining the Company. He is the Chief Council Member of Guangdong Overseas Friendship Association, and Council Member of Guangzhou Overseas Friendship Association. Mr. Luo worked as the Electric Design Technician in Guangzhou Design Institute and the Assistant of Electric Technology Specialty, Electric Engineering Department in Guangdong University of Technology.

Ms. Xiao Lei Yang, aged 36 is a Director of the Company. Ms. Yang has more than 10 years experience in business clubs and city clubs operation and was responsible for launching the first World Trade Center Club of the Company in Beijing in 1997, followed by its second Club in 2001. Since 2004 she has been the General Manager of World Trade Center Club Beijing and also serves as the Chief Representative for CEO Club in Beijing.

Independent Directors

Mr. Ye Xin Long, aged 62, is an Independent Director of the Company. Mr. Ye has over 35 years of experience doing business in China and investing in Chinese enterprises. He has an excellent relationship with the Beijing Municipal Government and the Guangzhou Municipal Government.

Officers

Mr. Chi Ming Chan, aged 46, was appointed as Chief Executive Officer of the Company on January 5, 2006. Mr. Chan is responsible for the strategic planning, corporate development and project implementation of the Company. Before joining us, Mr. Chan was a Corporate Development Strategist for Renren Holding Ltd., a publicly listed company on the Hong Kong Stock Exchange. Mr. Chan founded Asian Information Resources (Holding) Ltd. in 1995, which eventually listed on the Hong Kong Stock Exchange in 1999. Mr. Chan holds a Master of Law degree from Lancaster University, the United Kingdom, a Master of Philosophy degree in Physics and Bachelor Degree in Physics both from the Chinese University of Hong Kong.

Mr. Larry Wei Fan, aged 44, was appointed as Chief Financial Officer on August 28, 2007.  Mr. Fan has more than 10 years of experience in the areas of investment, transaction advisory services and commercial fields.  Prior to joining the Company, Mr. Fan was associate director of Greater China Capital Limited and vice president of Beijing Xinyou Stone Investment Consultancy Limited.  He earned an masters degree in business from RMIT University of Australia

There are no familial relationships between our officers and directors.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as well as other employees (the "Code of Ethics"), a copy of which is attached as Exhibit 14.1 to our Form 10-KSB for the fiscal year ended December 31, 2005, and is incorporated herein by reference. The Code of Ethics is designed with the intent to deter wrongdoing, and to promote the following:

--	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
--	Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
--	Compliance with applicable governmental laws, rules and regulations
--	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
--	Accountability for adherence to the code

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to report, in this Form 10-KSB, any failure to comply therewith during the fiscal year ended December 2006. The Company believes that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

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Item 10 . Executive Compensation

Compensation Discussion and Analysis

We maintain a peer-based executive compensation program comprised of fixed and performance variable elements.  The design and operation of the program reflect the following objectives:

-   Recruiting and retaining talented leadership.

-   Implementing measurable performance targets.

-   Correlating compensation directly with shareowner value.

-   Emphasizing performance based compensation, progressively weighted with seniority level.

-   Adherence to high ethical, safety and leadership standards.

Designing a Competitive Compensation Package

Recruitment and retention of leadership to manage our Company requires a competitive compensation package.  Our Board of Directors emphasizes (i) fixed compensation elements of base salary that compare with our compensation peer group of companies, and (ii) variable compensation contingent on above-target performance.  The compensation peer group consists of those companies in the Guangdong region that we deem to compete with our Company for executive talent.  Individual compensation will vary depending on factors such as performance, job scope, abilities, tenure and retention risk.

Fixed Compensation

The principal element of fixed compensation not directly linked to performance targets is based salary.  We target the value of fixed compensation generally at the median of our compensation peer group to facilitate a competitive recruitment and retention strategy.

Incentive Compensation

Our incentive compensation programs are linked directly to earnings growth, cash flow, and total shareowner return.  Annual bonuses are tied to the current year’s performance of our company.  Restrictive stock awards are tied to an individual’s success in exceeding targeted results set by management.

Employment Agreements

Our executives do not have the typical employment agreements that specify compensation or length of employment.  These matters are left to the discretion of the Board of Directors and the employee.   At present, there are no employment contracts with any of our executives.

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of China World Trade during the years 2007, 2006 and 2005, except as described below. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by our chief executive officer and other executive officers earning in excess of $100,000 for the past three years.

SUMMARY COMPENSATION TABLE

Name of officer	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation		All Other Compensation		Total
William Chi Hung Tsang, Chairman & Director	2007		150,000														150,000
William Chi Hung Tsang, Chairman & Director	2006		150,000		-		-						-		-		150,000
William Chi Hung Tsang, Chairman & Director	2005		150,000		12,500		198,480				-		-		-		360,980
C. M. Chan, CEO & Director	2007		26,419														26,419
C. M. Chan, CEO & Director	2006		77,062		-		-		-		-		-		-		77,062
C. M. Chan, Director	2005		76,982		15,215		53,755		-		-		-		-		145,952

Compensation of Directors

In 2001, China World Trade committed itself to compensate each of its Directors with 2,000 shares of its common stock per annum. Board members typically meet on a bi-monthly basis.

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2006 Non-Qualified Stock Compensation Plans

The following table sets forth information about our 2006 Non-Qualified Stock Compensation Plans adopted by our Board of Directors and filed with the Commission as Exhibit 10.1 to our Registration Statement on Form S-8 on June 8, 2006 and December 21, 2006.

Shares remaining available for future issuance	Shares issuable upon exercise of options to be granted in the future	Weighted average exercise price of outstanding options
5,700,000	-	-

Pursuant to the 2006 plans, we registered a total of 6,500,000 shares of common stock. The Compensation Committee of the Board of Directors will issue common stock and award options to employees, directors, officers, consultants, advisors and other persons associated with our company. The 2006 plans are intended to provide a method whereby our company may be stimulated by the personal involvement of our employees, directors, officers, consultants, advisors and other persons in our business and reward such involvement, thereby advancing the interests of our company and all of its shareholders.

As at December 31, 2006, a total of 800,000 shares of common stock were issued to consultants pursuant to our 2006 Non-Qualified Stock Compensation Plans, leaving a balance of 5,700,000 to be issued in the future.   The Company issued the remaining 5,700,000 shares during 2007.

The Company did not adopt a Non-Qualified Stock Compensation Plan in 2007.

Item 11 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares of common stock beneficially owned as of December 31, 2007 by (i) those persons or groups known to us who will beneficially own more than 5% of our common stock; (ii) each Director and director nominee; (iii) each executive officer whose compensation exceeded $100,000 in the fiscal year ended December 31, 2007; and, (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the Securities and Exchange Commission and upon information provided by such persons directly to us. Except as indicated below, the stockholders listed possess sole voting and investment power with respect to their shares.

Name/Address	Number of Shares	Percentage Ownership(1)
William Chi Hung Tsang Unit A, 5/F, Goldlion Holdings Center, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, N.T. Hong Kong	21,787,675	44.0%
Powertronic Holdings Limited 9 Des Voeus Road West, 12 th Floor, Hong Kong	5,574,074	11.3%
Grand Perfection Limited 15 th Floor, Rihang Hotel, 198 Linhe Road West, Guangzhou, PRC	1,368,619	2.8%
Chi Ming Chan 138 Tiyu Road East, 3 rd Floor, Goldlion Digital Network Center, Guangzhou, PRC	35,837	**
Chao Ming Luo 138 Tiyu Road East, 3 rd Floor, Goldlion Digital Network Center, Guangzhou, PRC	17,918	**
All Officers and Directors as a Group (4 persons)	23,210,049	47.0%

** Less than 1%

(1)Based on 49,565,923 shares outstanding as of December 31, 2007.

Item 12 . Certain Relationships and Related Transactions

We entered into an acquisition agreement (the “Acquisition Agreement”) dated November 19, 2003, with Mr. William Chi Hung Tsang (“Mr. Tsang”), the owner of the 21st to 23rd Floor of Goldlion Digital Network Center, 138 Tiyu Road, Tianhe, Guangzhou 510620, the PRC (the “Premises”). Mr. Tsang assigned to us the rents and other consideration (the “Rental Income Right”) valued at $1,800,000. Mr. Tsang was issued 3,000,000 shares of our common stock and warrants to purchase an additional 6,000,000 shares of our common stock (the “Warrants”) for $1,800,000 ($0.60 per share). The Warrants may be exercised between December 5, 2003 and December 1, 2005 at an exercise price of $0.75 per share.  To date, Mr. Tsang has exercised the warrants to purchase up to 1,500,000 shares of our common stock and Mr. Tsang continues to hold a warrant to purchase up to 4,500,000 shares of our common stock until December 1, 2005.

The value of the Rental Income Right was determined by using the present value of the 5-year rental income rights of the Premises, or $1,831,795.  This present value was based on the then actual rental income of the Premises, or $556,569.  We then assumed the following percentages: (a) annual growth rate on the rental income of 3.0%, (b) rent free period and vacancy loss of 10%, and (c) business tax rate of 5.5%.  We discounted back to November 2003 using a ten percent discount rate.

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By a Settlement Agreement dated December 5, 2003, we converted $456,661.73 that was previously advanced by Mr. Tsang into 761,103 shares of common stock. In the quarter ended December 31, 2003, a personal guarantee was granted from Mr. Tsang in the amount of $19,231. As a result of these transactions, Mr. Tsang will beneficially own 71.82% of our shares of common stock, assuming exercise of all of his warrants.

We entered into a relationship with respect to rent and related expenses with Guangzhou Goldlion City Properties Co., Ltd. and Guangzhou Cyber Strategy Limited in the approximate amount of $96,154, and Dimension Marketing Limited in the amount of $80,645. These amounts have been classified as current liabilities.  The amounts due to related parties represent unsecured advances which are interest-free and repayable on demand.

On December 30, 2004, General Business Network (Holdings) Limited, a wholly-owned subsidiary of our company, and Guangzhou Goldlion Environmental Technology Company Ltd., an affiliate of William Chi Hung Tsang, our Chairman, entered into an Agreement for Purchase and Sale of the premises known as the 20th Floor of the Goldlion Digital Network Centre, Nos. 136 and 138 Ti Yu Dong Road, Tianhe District, Guangzhou PRC, pursuant to which Goldlion agreed to purchase the premises from General Business Network for $2,456,521.70 in cash.  The closing occurred on May 31, 2005, and Goldlion paid the purchase price for the premises to General Business Network.

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

On September 25, 2006, the Company together with its wholly owned subsidiary, Rainbow Wish Limited (“Rainbow Wish”), entered into a Share Exchange Agreement (the “Agreement”) with CWT International Excursion Investment Limited, a company organized and existing under the laws of the British Virgin Islands (“CWT Excursion”), and Chi Hung Tsang, the Chairman of the Company and holder of sixty percent (60%) of the capital stock of CWT Excursion, and also a citizen and resident of the People’s Republic of China. Pursuant to the terms of the Agreement, the Company will issue 9,000,000 shares of its common stock (the “CWTD Shares”) to Mr. Tsang in exchange for 25 common shares of CWT Excursion owned by him (the “CWT Excursion Shares”) to Rainbow Wish, presenting a 25% equity interest in CWT Excursion. 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.

As described in the Subsequent Event footnote to the Notes to the Financial Statements, the Company entered into a Share Exchange Agreement, dated March 28, 2008, among Uonlive Limited, Parure Capital Limited, William Tsang and other parties thereto.  In connection with the Share Exchange Agreement, the Company transferred the capital stock of Virtual Edge Limited, a British Virgin Islands corporation, China World Trade Corporation, a British Virgin Islands corporation, China Chance Enterprises Limited, a British Virgin Islands corporation, and Rainbow Wish Ltd., a British Virgin Islands corporation, to Top Speed Technologies Ltd., a British Virgin Islands corporation which is wholly owed by William Tsang, the former Chairman and President of the Company.  The corporations whose stock was transferred represented all of the assets and liabilities of the Company, and contain viable, ongoing businesses.  No fairness opinion was sought by the Board of Directors with respect to the transfers and no appraisals were sought by the Board of Directors with respect to the assets indirectly transferred.

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

Item 13.    Exhibits and Reports on Form 8-K

(a) Exhibits. The exhibit list required by Item 13 of Form 10-KSB is provided in the " Index to Exhibits " located herein, immediately following Item 15.

(b) Reports on Form 8-K Filed in Fiscal Year 2007

(1)	On June 29, 2007, China Chance Enterprises Limited,(“China Chance”), a wholly owned subsidiary of the Company, entered into a Sale and Purchase Agreement (the “Agreement”) with Wisdom Plus Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Wisdom Plus”), pursuant to which China Chance agreed to sell and Wisdom Plus agreed to purchase, all of the outstanding registered shares (the “Shares”) of Sinopac Success Limited and June Success Limited, the Company’s  indirect wholly owned subsidiary holding a total of 40% of the outstanding capital stock of General Business Network (Holdings) Ltd. which indirectly holds owns 51% of the outstanding capital stock of Guangdong New Generation Commercial Management Ltd (“New Generation”)., The purchase price for the Shares was $2.0 million, payable in installments in accordance with the schedule set forth in the Agreement.
(2)	On August 27, 2007, the Company filed a Form 8-K regarding the completion of a disposal of Sinopac Success and June Success
(3)	On September 4, 2007, the Company filed a Form 8-K regarding the appointment of Mr. Larry Wei Fan to the position of Chief Financial Officer of the Registrant, effective on August 28, 2007.

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Item 14.    Principal Accountant Fees and Services

Fees Billed For Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered to accounting firm of Child, Van Wagoner & Bradshaw, PLLC, our current independent auditor, and all fees billed for other services rendered by Child, Van Wagoner & Bradshaw, PLLC during those periods.

Year Ended December 31	2007	2006
Audit Fees (1)	62,847		102,313
Audit-Related Fees (2)	1,500		-
Tax Fees (3)			3,077
All Other Fees (4)	-		-
Total Accounting Fees and Services	64,347		105,390

(1) Audit Fee. These are fees for professional services for the audit of the Company's annual financial statements, and for the review of the financial statements included in the Company's filings on Form 10-QSB, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)   Audit-Related Fee. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company's financial statements.

(3) Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

(4) All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy For Audit and Non-Audit Services

The Company does not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before the Company engages an accountant. All of the services rendered to the Company by accounting firm of Moores Rowland Mazars after May 2003 were pre-approved by the Board of Directors of the Company.

The Company is presently working with its legal counsel to establish formal pre-approval policies and procedures for future engagements of the Company's accountants. The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that the Company's new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.

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INDEX TO EXHIBITS

The following exhibits are filed as part of this report:

Exhibit Number	Description
14.1	Code of Ethics, incorporated by reference from Exhibit 14.1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.
31.1	Rule 13a-14(a)/15d-14(a) Certifications of Chi Ming Chan, CEO *
31.2	Rule 13a-14(a)/15d-14(a) Certifications of Larry Wei Fan, Principal Financial Officer *
32	Statement Required By 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002*.

   * Filed herewith.

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SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2008

	CHINA WORLD TRADE CORPORATION
By:	/s/ Chi Ming Chan
	Chi Ming Chan, Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Chi Ming Chan	Chief Executive Officer	March 31, 2008
Chi Ming Chan
/s/ Larry Wei Fan	Chief Financial Officer	March 31, 2008
Larry Wei Fan

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William C.H. Tsang	Chairman and Director	March 31, 2008
William C.H. Tsang
/s/ Zeliang Chen	Vice Chairman and Director	March 31, 2008
Zeliang Chen
/s/ Chao Ming Luo	Director	March 31, 2008
Chao Ming Luo
/s/ Xiao Lei Young	Director	March 31, 2008
Xiao Lei Young

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EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

I, Chi Ming Chan, Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of China World Trade Corporation.

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

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) *;

c) 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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officers 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 (all of which do not apply); 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.

*  Indicates material omitted in accordance with SEC Release Nos. 33-8238 and 34-47986.

Date:  March 31, 2008

/s/ Chi Ming Chan

Chi Ming Chan

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer

I, Larry Wei Fan, Principal Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of China World Trade Corporation.

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

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) *;

c) 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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officers 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 (all of which do not apply); 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.

*  Indicates material omitted in accordance with SEC Release Nos. 33-8238 and 34-47986.

Date:  March 31, 2008

/s/ Larry Wei Fan

Larry Wei Fan

Principal Financial Officer

EX-32

EXHIBIT 32

STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of China World Trade Corporation  (the "Company") for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chi Ming Chan, Chief Executive Officer, and Larry Wei Fan, Principal Financial Officer of the Company, individually certify that:

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

* information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented.

/s/  Chi Ming Chan

Chi Ming Chan

 Chief Executive Officer

Dated:  March 31, 2008

/s/ Larry Wei Fan

Larry Wei Fan

Principal Financial Officer

Dated:  March 31, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to China World Trade Corp. and will be retained by China World Trade Corp. and furnished to the Securities and Exchange Commission or its staff upon request.