UNITED  STATES  BANKRUPTCY  COURT               (AJR-4016)         EXHIBIT  10.1
SOUTHERN  DISTRICT  OF  NEW  YORK
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                                                Chapter  7
In  Re:

CHIEF  EXECUTIVE  OFFICERS  CLUBS,  INC.,       Case  No:  02-14829(SMB)

                    Debtor.                     Honorable  Stuart  M.  Bernstein

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KENNETH  P.  SILVERMAN,  ESQ.  as  Trustee
for  the  Estate  of  CHIEF EXECUTIVE           Adv. Proc. No.: 04-04719-smb
OFFICERS  CLUBS,  INC.,

                    Plaintiff,
          -against-                             COMPLAINT

CEO  CLUBS  CHINA  LIMITED  AND  CHINA
WORLD  TRADE  CORPORATION,  SIMON  GUO,
AND  JP  LI,

                    Defendants.
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     KENNETH  P.  SILVERMAN,  ESQ.  as Trustee for the Estate of CHIEF EXECUTIVE
OFFICERS  CLUBS,  INC. ("Trustee" and/or "Plaintiff"), by its attorneys, the Law
Offices  of  Avrum  J.  Rosen,  as  and  for  its  complaint  in  this adversary
proceeding,  respectfully  represents  as  follows:

                               BANKRUPTCY HISTORY

1.   CHIEF  EXECUTIVE  OFFICERS  CLUBS,  INC.  ("the  Debtor") filed a voluntary
     petition pursuant to Chapter 11 of Title 11 of the United States Code ("the
     Bankruptcy  Code")  on  September  30,  2002.

2.   Prior  to and at the time of the filing of the petition, the Debtor was and
     is a domestic not-for-profit corporation in the State of New York and filed
     with  the  New  York  Department  of  State  on  July  2,  2003.

<PAGE>

3.   On  November  18,  2002,  the Bankruptcy Court ordered the appointment of a
     Chapter  11  operating  Trustee.

4.   On  November  27,  2002,  Kenneth P. Silverman was appointed the Chapter 11
     Operating  Trustee  for  this  Debtor's  bankruptcy  estate.

5.   By Order dated March 11, 2003, this case was converted to one under Chapter
     7  of  the  Bankruptcy  Code.

6.   By Order dated March 24, 2003, the Court appointed the Plaintiff as Chapter
     7  trustee.

7.   By  Complaint  dated  June  18, 2003 and filed with the Bankruptcy Court on
     June  19,  2003,  the  Trustee  commenced  Adversary Proceeding No. 03-4315
     against  Joseph  Mancuso,  the  principal of the Debtor ("Mancuso Adversary
     Proceeding").  A  copy  of  the  Complaint  is  on  file  with  the Court's
     Electronic  Case  Filing  System  under  Adv.  Proc.  No.:  03-4315.

8.   By  Complaint  dated  July  2,  2004,  the  Trustee  commenced an Adversary
     Proceeding  against  CEO  Clubs  International,  Inc.  and  several  other
     successor  for profit and not for profit corporations which were related to
     the Debtor under Adversary Proceeding No. 04-2820 ("the CEO Clubs Adversary
     Proceeding").  A  copy  of  the  Complaint  is  on  file  with  the Court's
     Electronic  Case  Filing  System  under  Adv.  Proc.  No.  04-2820.

9.   In  the CEO Clubs Adversary Proceeding, the Trustee alleged that the assets
     of  the  Debtor, including the customer lists, name, web page, goodwill and
     other  assets  of  the  Debtor, were transferred by Mr. Mancuso and others,
     including  Simon  Guo  and  J.P.  Li,  to  CEO  defendants.

10.  Defaults  on  liability  were  taken  against  most  of  the  defendants in
     connection  with  the  CEO  Clubs  Adversary  Proceeding.

                                   THE PARTIES

11.  The  Plaintiff  is  the  Chapter  7  Trustee in the within bankruptcy case.

12.  Upon  information  and  belief,  CEO  Clubs  China  Limited  is a Hong Kong
     corporation  (hereinafter  "Defendant  CEO"  or  "CEO  Clubs  China").

13.  Upon information and belief, China Word Trade Corporation ("Defendant CWTP"
     or  "CWTP")  is  a Nevada corporation. The agent designated with the Nevada
     Secretary  of  State  to  accept service of process is Gateway Enterprises,
     Inc.,  3230  E.  Flamingo  Road,  Suite  156,  Las  Vegas,  NV  89121.

14.  Upon  information and belief, SIMON GUO, is an individual who is a Director
     of  Defendant  CEO  Clubs  China  and maintains an address at 295 Greenwich
     Street,  Suite  514,  New  York,  New  York  10007.

15.  Upon information and belief, J.P. LI, is an individual who is a Director of
     Defendant CEO Clubs China and maintains an address at 295 Greenwich Street,
     Suite  514,  New  York,  New  York  10007.

<PAGE>

                            JURISDICTIONAL PREDICATE

16.  This  Court  has jurisdiction over this adversary proceeding pursuant to 28
     U.S.C.  157  (b)(1)  and  (2)(A)(E)  and  (O).

17.  This  adversary  proceeding  relates  to  the  above  captioned  bankruptcy
     proceeding pending in the Bankruptcy Court for the Southern District of New
     York  and  is  a "core proceeding" as that term is defined in 28 U.S.C. 157
     (a),  (b)(1), (B)(2)(A, E & O) and 11 U.S.C. 549, 550 and 105 and 28 U.S.C.
     959  and  Bankruptcy  Rules  7001  et.  seq.

18.  In  the  event  that  this  Court  determines that this cause of action, as
     alleged  herein,  is  not  a core proceeding, the Plaintiff consents to the
     entry of final orders and judgment by this Court determining such causes of
     action.

                               STATEMENT OF FACTS
                               ------------------

19.  Upon  information  and  belief,  the assets of the instant Chapter 7 estate
     were  transferred  to  Defendant  CEO  Clubs  China.

20.  Upon  information  and  belief,  Defendant  CEO  Clubs  China  subsequently
     transferred  the  assets  of the within Chapter 7 estate to Defendants CWTC
     for  a  stock  swap  and  deferred compensation as well as an obligation to
     infuse  $120,000.00  into  the  business.  A  copy  of  the  press  release
     announcing  the aforementioned transaction is annexed hereto as Exhibit "A"
     and made a part hereof. A copy of CWTC's Form 10-QSB filing with the United
     States  Securities  Exchange Commission for the period ending June 30, 2004
     is  annexed  hereto  as  Exhibit  "B"  and  made  a  part  hereof.

21.  The  total consideration for the sale of the assets of the within Chapter 7
     estate  is  an  amount  not  less  than  $480,000.00.

22.  The  assets  of  the instant Chapter 7 estate were transferred to Defendant
     CEO Clubs China and then subsequently transferred to Defendant CWTC without
     the  knowledge  or  consent  of  the  Trustee.

23.  The  assets of the within Chapter 7 estate, which were formerly assets of a
     not-for-  profit  organization,  were  transferred without the knowledge or
     consent  of  the  New  York  State  Attorney  General.

24.  Upon information and belief, prior to the sale of the assets of this estate
     and  subsequent thereto, J.P. Li was and is a director of the Defendant CEO
     Clubs  China.

25.  Upon  information  and  belief,  J.P.  Li  had  knowledge  of  the  instant
     bankruptcy  filing  by  the  Debtor.

26.  Upon information and belief, prior to the sale of the assets of this estate
     and  subsequent  thereto,  Simon Guo was and is a director of the Defendant
     CEO  Clubs  China.

27.  Upon  information  and  belief,  Simon  Guo  had  knowledge  of the instant
     bankruptcy  filing  by  the  Debtor.

28.  Upon  information and belief, CEO Clubs China had knowledge of the Debtor's
     bankruptcy  filing prior to and subsequent to the transfer of the assets of
     the  within  bankruptcy  estate.

                       AS AND FOR A FIRST CAUSE OF ACTION

29.  Plaintiff  repeats  and  realleges  each  and every allegation contained in
     paragraphs  "1"  through  "28"  as  though  it  was fully set forth herein.

30.  Pursuant to Section 549(a) of the Bankruptcy Code, "the trustee may avoid a
     transfer  of  property o the estate- (1) that occurs after the commencement
     of the case;" and "(2)(B) that is not authorized under this title or by the
     court".

31.  Upon  the conversion of the instant bankruptcy case to one under Chapter 7,
     the  assets  of  the  Debtor, including the customer lists, name, web page,
     goodwill  and  other  assets  of the Debtor, became property of the instant
     Chapter  7  estate  pursuant  to  Section  541  of  the  Bankruptcy  Code.

32.  The  transfer  of the assets of the Chapter 7 estate to Defendant CEO Clubs
     China  was  without the consent and/or knowledge of the Trustee and was not
     in  accordance  with  an  Order  of  the  Bankruptcy  Court.

33.  In  view  of  the  foregoing,  it is respectfully requested that this Court
     enter a judgment determining that the transfer of the assets of this estate
     to  CEO Clubs China was an unauthorized post-petition transfer in violation
     of  Section  549  of  the  Bankruptcy  Code  and  is  therefore  avoided.

                       AS AND FOR A SECOND CAUSE OF ACTION

34.  Plaintiff  repeats  and  realleges  each  and every allegation set forth in
     paragraphs  "1"  through  "33"  as  though  it  is  fully set forth herein.

35.  Pursuant  to  Section  550(a)(1)  and  (2)  of the Bankruptcy Code, "to the
     extent  that  a  transfer  is  avoided  under  section 549, the trustee may
     recover,  for  the  benefit of the estate, the property transferred, or, if
     the  court  so  orders,  the  value  of such property, from (1) the initial
     transferee  of  such transfer or the entity for whose benefit such transfer
     was  made:  or  (2)  any  immediate  or  mediate transferee of such initial
     transferee".

36.  Pursuant  to  Section  550(b)  of the Bankruptcy Code, the "trustee may not
     recover  under subsection (a)(2) of this section from (1) a transferee that
     takes  for  value,  including  satisfaction  or  securing  of  a present or
     antecedent debt, in good faith, and without knowledge of the voidability of
     the  transfer avoided or (2) any immediate or mediate good faith transferee
     of  such  transferee."

37.  Defendant  CEO  Clubs  China is a related entity of the Debtor, knew of the
     Debtor's  bankruptcy  filing  and  of  the avoidability of transaction with
     Defendant  CWTC.

38.  Accordingly,  Defendant CEO is not a good faith purchaser without knowledge
     of  the  voidability  of  the  transaction  with  Defendant  CWTC.

39.  By  virtue  of  the foregoing, Plaintiff demands judgment against Defendant
     CEO Clubs China pursuant to Section 550(b)(1) of the Bankruptcy Code in the
     amount equal to the value of the assets of the estate that were transferred
     not  less  than  $480,000.00.

                       AS AND FOR A THIRD CAUSE OF ACTION

40.  Plaintiff  repeats  and  realleges  each  and every allegation contained in
     paragraphs  "1"  through  "39"  as  though  it  was fully set forth herein.

41.  CEO  Clubs  China  transferred  the  assets  of  this  Chapter  7 estate to
     Defendant  CWTC  without the knowledge of the Trustee or the consent of the
     Trustee  and  not  in  accordance  with an Order from the Bankruptcy Court.

42.  In  view  of  the foregoing, Plaintiff demands a judgment against Defendant
     CWTC  determining  that  the  transfer  of  the  assets of this estate from
     Defendant  CEO  Clubs  China  to  Defendant  CWTC  was  an  unauthorized
     post-petition  transfer  in violation of Section 549 of the Bankruptcy Code
     and  is  therefore  avoided.

                       AS AND FOR A FOURTH CAUSE OF ACTION

43.  Plaintiff  repeats  and  realleges  each  and every allegation set forth in
     paragraphs  "1"  through  "42"  as  though  it  is  fully set forth herein.

44.  Defendant CWTC hired former employees and/or directors of the Debtor and/or
     any  of  the  Debtor's  related  entities  as  its  own  directors.

45.  Defendant  CWTC had knowledge of the Debtor's bankruptcy filing at the time
     of  the  transaction  with  Defendant  CEO  Clubs  China.

46.  Defendant  CWTC  had  knowledge  of  CEO  Clubs  status as a not-for profit
     corporation  as  it  is  listed  on  its  website.

47.  Defendant  CWTC  is  not  a  good  faith purchaser without knowledge of the
     voidability  of  the  transaction  with  Defendant  CEO  Clubs  China.

48.  In  view of the foregoing, Plaintiff demands judgment against CWTC pursuant
     to Section 550(a) of the Bankruptcy Code in an amount equal to the value of
     the  assets  of  the  Chapter  7  estate  that  were transferred to it from
     Defendant  CEO  Clubs  China  not  less  than  $480,000.00.

                       AS AND FOR A FIFTH CAUSE OF ACTION

49.  Plaintiff repeats and realleges each and every allegation in paragraphs "1"
     through  "48"  as  though  it  is  fully  set  forth  herein.

50.  Pursuant  to  New York's Not-for-Profit law section 1002(a), the board of a
     not-  for-  profit  corporation  shall  adopt a plan for dissolution of the
     corporation  and  the  distribution  of  its  assets.

51.  Pursuant  to  New  York's Not- for- Profit law section 1002(b), a copy of a
     plan  of  dissolution  and  distribution  of the assets of a not-for-profit
     corporation  is  to be filed with the Office of the Attorney General within
     ten  days  of  its  adoption  with  the  board.

52.  A  plan  of  dissolution  and  distribution of assets of the Debtor was not
     filed  with  the  Office  of the Attorney General by the Debtor, any of the
     Debtor's  related  entities,  Defendant  CEO Clubs China or Defendant CWTC.

53.  The  Office  of the Attorney General was not advised of the transfer of the
     assets  of  the  Debtor.

54.  Accordingly,  the  transfer  of  the asset of this estate violates New York
     State  Not  -For-Profit  law  Sections  1002  (a)  and  (b).

55.  In  view  of  the  foregoing,  it is respectfully requested that this Court
     enter a judgment pursuant to Section 105 of the Bankruptcy Code determining
     that  the sale of the assets of the estate to Defendant CEO Clubs China and
     Defendant  CWTC  is  void  as  it  violates New York State Law and granting
     Plaintiff damages in an amount equal to the value of the assets transferred
     not  less  than  $480,000.00.

                       AS AND FOR A SIXTH CAUSE OF ACTION

56.  Plaintiff  repeats  and  realleges  each  and every allegation set forth in
     paragraphs  "1"  through  "55"  as  though  it  is  fully set forth herein.

57.  Defendant  Simon Guo was and is a Director of CEO Clubs of China, a related
     entity  of  the  Debtor  which  transferred  its assets to CEO Clubs China,
     Limited, also a related entity of the Debtor wherein Simon Guo was and is a
     Director.

58.  Defendant  Simon  Guo  is a named defendant in an adversary proceeding also
     pending  before  this  Court  and  has  appeared  in  that  action.

59.  Defendant  CEO  Clubs  of  China  is  a  named  defendant  in  an adversary
     proceeding  also pending before this Court and has appeared in that action.

60.  Defendant  Simon  Guo  knew  of  the  Debtor's bankruptcy filing and of the
     avoidability  of  transaction  with  Defendants  CEO  Clubs China and CWTC.

61.  Defendant Simon Guo received two interest-free advances from Defendant CWTC
     each  in  the  amount  of  $28,942.00  for  a  total advance of $57,884.00.

62.  Accordingly,  Defendant Simon Guo did not obtain funds without knowledge of
     the  voidability  of  the  transaction  with  Defendant  CWTC.

63.  Defendant Simon Guo, as a director of CEO Clubs China had full knowledge of
     the transfer of assets of this Chapter 7 estate to Defendant CWTC which was
     without  the knowledge of the Trustee or the consent of the Trustee and not
     in  accordance  with  an  Order  from  the  Bankruptcy  Court.

64.  In  view  of  the foregoing, Plaintiff demands a judgment against Defendant
     Simon  Guo  determining  that  the transfer of the assets of this estate to
     Simon  Guo  as  advances  were  unauthorized  post-petition  transfers  in
     violation  of Section 549 of the Bankruptcy Code and are therefore avoided.

65.  By  virtue  of  the foregoing, Plaintiff demands judgment against Defendant
     Simon  Guo  pursuant to Section 550(b)(1) of the Bankruptcy Code in the sum
     of  $57,884.00.

                      AS AND FOR A SEVENTH CAUSE OF ACTION

66.  Plaintiff  repeats  and  realleges  each  and every allegation set forth in
     paragraphs  "1"  through  "65"  as  though  it  is  fully set forth herein.

67.  Defendant  Li  Jingping  (J.P.  Li)  was  and is a Director of CEO Clubs of
     China,  a related entity of the Debtor, which transferred its assets to CEO
     Clubs  China,  Limited, also a related entity of the Debtor wherein J.P. Li
     was  and  is  a  Director

68.  Defendant  J.P.  Li  is  a  named defendant in an adversary proceeding also
     pending before this Court and has defaulted in that action. A Clerk's Entry
     of  Default  was  entered  against  J.P.  Li.

69.  Defendant  J.P.  Li  knew  of  the  Debtor's  bankruptcy  filing and of the
     avoidability  of  transaction  with  Defendant  CWTC.

70.  Defendant  J.P. Li received an interest-free advance from Defendant CWTC in
     the  amount  of $62,594.00 and in the sum of $65,771.00 for a total advance
     of  $128,365.00.

71.  Accordingly,  Defendant  J.P.  Li did not obtain funds without knowledge of
     the  voidability  of  the  transaction  with  Defendant  CWTC.

72.  Defendant  J.P.  Li, as a director of CEO Clubs China had full knowledge of
     the transfer of assets of this Chapter 7 estate to Defendant CWTC which was
     without  the knowledge of the Trustee or the consent of the Trustee and not
     in  accordance  with  an  Order  from  the  Bankruptcy  Court.

73.  In  view  of  the foregoing, Plaintiff demands a judgment against Defendant
     J.P.  Li determining that the transfer of the assets of this estate to J.P.
     Li  as  advances  were unauthorized post-petition transfers in violation of
     Section  549  of  the  Bankruptcy  Code  and  are  therefore  avoided.

74.  By  virtue  of  the foregoing, Plaintiff demands judgment against Defendant
     J.P.  Li pursuant to Section 550(b)(1) of the Bankruptcy Code in the sum of
     $128,365.00.

     WHEREFORE,  in  view  of the foregoing, Plaintiff respectfully requests the
following  relief:

(1)  On the First Cause of Action, judgment determining that the transfer of the
     assets  of this estate to CEO Clubs China was an unauthorized post-petition
     transfer  in  violation  of  Section  549  of  the  Bankruptcy  Code and is
     therefore  avoided;

(2)  On  the  Second Cause of Action, judgment against Defendant CEO Clubs China
     in  the  amount  of  the  value  of  the  assets  of  the  estate that were
     transferred  in  an  amount  not  less than $480,000.00 pursuant to Section
     550(b)(1)  of  the  Bankruptcy  Code;

(3)  On  the  Third Cause of Action, judgment against Defendant CWTC determining
     that  the  transfer  of  the assets of this estate from Defendant CEO Clubs
     China  to  Defendant  CWTC  was  an  unauthorized post-petition transfer in
     violation  of  Section 549 of the Bankruptcy Code and is therefore avoided;

(4)  On  the  Fourth  Cause of Action, judgment against CWTC pursuant to Section
     550(a) of the Bankruptcy Code in an amount equal to the value of the assets
     of  the  Chapter  7  estate  that were transferred to it from Defendant CEO
     Clubs  China  which  is  not  less  than  $480,000.00;

(5)  On  the  Fifth  Cause  of  Action,  judgment pursuant to Section 105 of the
     Bankruptcy  Code  determining  that the sale of the assets of the estate to
     Defendant  CEO  Clubs  China  and Defendant CWTC is void as it violates New
     York  State  Law  and  granting Plaintiff damages in an amount equal to the
     value  of  the  assets  not  less  than  $480,000.00;  and

(6)  On  the  Sixth Cause of Action, judgment against Defendant Simon Guo in the
     sum  of  $57,884.00;  and

(7)  On  the  Seventh Cause of Action, judgment against Defendant J.P. Li in the
     sum  of $128.365.00.

(8)  such other further and different relief as this Court deems just proper and
     equitable.


Dated:  Huntington,  New  York
December  10,  2004
THE  LAW  OFFICES OF AVRUM J. ROSEN
Attorneys  for  the Plaintiff-Debtor

By /s/ AVRUM J. ROSEN
   ------------------
   AVRUM J. ROSEN

(a  member  of the firm)(AJR-4016)
38  New  Street
Huntington,  New York  11743
(631)  423-8527