SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                               -------------------

                                   FORM 10-KSB

(Mark One)
|X|    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934.
For the fiscal year ended   September 30, 2002
                          ------------------------------------------------------
OR

|_|    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
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)



          Nevada                                       87-0629754
----------------------------                ------------------------------------
(State or other Jurisdiction                (I.R.S. Employer Identification No.)
      of Incorporation)


  4th Floor, Goldlion Digital Network Center
       138 Tiyu Road East, Tianhe
           Guangzhon, The PRC                                  510620
---------------------------------------------         --------------------------
  (Address of Principal Executive Offices)                    (Zip Code)


                               011-8620-3878-0286
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

                                                  Name of Each Exchange
          Title of Each Class                      on Which Registered

--------------------------------------     -------------------------------------

--------------------------------------     -------------------------------------

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

                          Common Stock, par value $.001
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>

         Check whether the issuer: (1) filed all reports required to be filed by
Section 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 past 90 days.

Yes              No        X
   ----------       -----------

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not 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-SKB. |X|

         State issuer's revenue for its most recent fiscal year        $193,024
                                                                ----------------

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common equity as sold, or the average bid and asked price of such common equity,
as of a specified  date within the past 60 days (See  definition of affiliate in
Rule 12b-2 of the Exchange Act.).

         Note. If  determining  whether a person is an affiliate will involve an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

         Check whether the issuer has filed all  documents and reports  required
to be  filed  by  Section  12,  13 or 15 (d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court.

Yes               No       X
   ----------       -----------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of share  outstanding of each of the issuer's  classes
of common equity, as of the latest  practicable date. As of April 11, 2003 there
were 10,970,497 shares of common stock issued and outstanding

         Transitional Small Business Disclosure Format (check one):

Yes               No       X
   ----------       -----------



<PAGE>

                          CHINA WORLD TRADE CORPORATION
                                   FORM 10-KSB
                                      INDEX
<TABLE>
<CAPTION>
                                                                                                                Page

                                     PART I

<S>               <C>                                                                                           <C>
Item 1.           Description of Business........................................................................2

Item 2.           Description of Property.......................................................................11

Item 3.           Legal Proceedings.............................................................................11

Item 4.           Submission of Matters of 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 of Plan
                  of Operations.................................................................................13

Item 7.           Financial Statements..........................................................................16

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure...........................................................17

                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.............................................17

Item 10.          Executive Compensation........................................................................19

Item 11.          Security Ownership of Certain Beneficial Owners and Management................................19

Item 12.          Certain Relationships and Related Transactions................................................20

Item 13.          Exhibits, List and Reports on Form 8-K........................................................21

Signatures        ..............................................................................................23

Certifications    ..............................................................................................24

 Financial Statements..........................................................................................F-1
</TABLE>

<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

         When used in this Form  10-KSB,  the  words  "expects,"  "anticipates,"
"estimates"  and similar  expressions  are intended to identify  forward-looking
statements.  Such statements are subject to risks and  uncertainties  that could
cause  actual  results  to  differ   materially  from  those  projected.   These
forward-looking  statements  speak  only as of the  date  hereof.  We  expressly
disclaim  any  obligation  or  undertaking  to release  publicly  any updates or
revisions  to any  forward-looking  statements  contained  herein to reflect any
change  in our  expectations  with  regard  thereto  or any  change  in  events,
conditions or  circumstances  on which any statement is based.  This  discussion
should be read  together  with the  financial  statements  and  other  financial
information included in this Form 10-KSB.

Company History

         China  World  Trade   Corporation,   ("CWTC"  or  the   "Company)   was
incorporated  in the State of Nevada on  January  29,  1998  under the name Txon
International   Development  Corporation  to  engage  in  any  lawful  corporate
undertaking, including, but not limited to construction and development services
for corporate global expansion.

            Pursuant to a Share Exchange Agreement dated August 10, 2000, by and
among Main Edge  International  Limited,  a British Virgin  Islands  corporation
("Main Edge") Virtual Edge Limited,  a British Virgin Islands  corporation and a
wholly owned  subsidiary of Main Edge  ("Virtual  Edge"),  Richard Ford,  Jeanie
Hildebrand and Gary Lewis, on August 14, 2000, we acquired from Main Edge all of
the shares of Virtual Edge (the  "Acquisition")  in exchange for an aggregate of
one million  nine  hundred  sixty one  thousand,  one  hundred and seventy  five
(1,961,175) shares of our common stock which shares equaled 75.16% of our issued
and outstanding shares after giving effect to the Acquisition.  On September 15,
2001 we 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
equal 75.16% of our issued and outstanding shares.

         On  September  25,  2000 we  changed  our name from Txon  International
Development Corporation to China World Trade Corporation.

         In September, 2002 we underwent a debt for equity capital restructuring
whereby  certain  creditors of the Company  converted an aggregate of $2,731,677
into an aggregate of 4,000,000 shares of common stock. We filed a report on Form
8-K with the Securities and Exchange Commission on March 3, 2003,  reporting the
debt for equity capital restructuring.

            Our  business  objective is to broker deals  between  businesses  in
China and other communities with the objective of promoting  cross-border  trade
and commerce through the use of  state-of-the-art  information  technology.  See
"General  Business  Plan".  We plan to achieve  our  objective  by  creating  an
Internet  portal to serve foreign and Chinese  small to medium sized  businesses
and by establishing  business clubs in China which will provide a physical venue
for business executives to meet and network.

         We  will  attempt  to  negotiate  business  opportunities  through  our
subsidiaries,  Infotech  Enterprises Ltd., Guangzhou World Trade Center Club and
Beijing World Trade Center Club. No  assurances,  however,  can be given that we


                                       2
<PAGE>

will be successful in its endeavors.  We have no significant  assets and believe
that we will be able to provide  marketable  services based solely on the skill,
experience  and  contacts of the  individuals  who are  affiliated  with us. See
"Directors and Executive Officers, Promoters and Control Person".

         Our executive office is located at 4th Floor,  Goldlion Digital Network
Center, 138 Tiyu Road East, Tianhe, Guangzhou, The PRC 510620.

         Our financial  statements are stated in United States Dollars (US$) and
are prepared in accordance  with United  States  Generally  Accepted  Accounting
Principles.  In this  Annual  Report,  unless  otherwise  specified,  all dollar
amounts are expressed in United States Dollars.

History of Virtual Edge

         Virtual Edge was incorporated in the British Virgin Islands on February
18, 1999 as an investment holding company.

         On October 5, 1999, Virtual Edge pursuant to a share exchange, acquired
a majority interest in Infotech Enterprises Limited  ("Infotech").  Infotech was
incorporated on July 2, 1999 and is engaged in building a bilingual (Chinese and
English) Business-to-Business internet portal.

         On October 10,  1999,  Virtual  Edge signed an  agreement  with Belford
Enterprises Limited ("Belford") pursuant to which Belford agreed to transfer its
75% interest in Beijing World Trade Center Club ("BWTCC") to Virtual Edge. BWTCC
is a  development  stage company and is engaged in the  establishment  of a club
located  in  Beijing,  the  PRC.  The club  will  provide  food  and  beverages,
recreation,  business centre services,  communication and information  services,
products exhibitions services,  commercial and trading brokerage services to its
members.

         On October 18, 2000, pursuant to a Share Exchange Agreement,  with Vast
Opportunity Limited, we acquired the remaining interest in Infortech.

         On November 10, 2001,  Virtual  Edge Limited  signed an agreement  with
Guangzhou  City   International   Exhibition  Co.,  Ltd.  pursuant  to  which  a
co-operative joint venture company,  Guangzhou World Trade Center Club ("GWTCC")
was formed to operate a business club in Guangzhou,  the PRC to provide services
including food and beverages,  recreation,  business center,  communication  and
information,  products exhibitions,  as well as commercial and trading brokerage
services to its members.  Virtual Edge will share 75% profit from the  operation
of GWTCC. Located at Goldlion Digital Network Center in Guangzhou, GWTCC had its
grand opening on January 28, 2002.

General Business Plan

         China has been considered one of the the fastest growing economy in the
world and with its accession  into WTO, there will be unique  opportunities  for
foreign investment and international trade. Our plan is to establish and operate
World Trade Center Clubs (the "Clubs"),  which will be associated with the World
Trade Center Association, in major cities in China, where the members can relax,
entertain,  network and meet potential  business  partners in person, or via the
Video  Conferencing  facilities of the World Trade Center  Association  ("WTCA")
worldwide network.  The World Trade Center Association is a not-for-profit,  non
-political  association  whose  mission is to  assist,  develop  and  facilitate
international  trade.  There  are over 300 World  Trade  Centers  in almost  100
countries and over 750,000 companies are affiliated with WTCA members worldwide.



                                       3
<PAGE>

         The facilities of the Clubs will likely include  restaurants,  a bar, a
fitness  center,   saunas  and  spas,   conference  rooms,   video  conferencing
facilities, smart offices and a library. The services to be offered by the Clubs
may  include  the  provision  of trade  agency and trade  information,  business
services  including  smart  offices,   secretarial  and  translation   services,
conference room and video  conferencing  services.  The Clubs may also operate a
Business  Consultation  and Fulfillment and Logistics  Counseling  Service via a
24/7 call  center  manned by  business  professionals  experienced  in the China
trade. Members of the Club will be entitle to WTCA membership and be entitled to
the services and benefits of over 300 World Trade Centers worldwide.

         Through our subsidiary  Guangzhou  World Trade Center Club we provide a
full range of top quality  commercial and recreational  services to our members,
the clubhouse is luxuriously decorated and provides an elegant environment under
which members can enjoy our facilities that include:

         *        Chinese and western fine dining,

         *        Seminar and conference rooms,

         *        Library,

         *        Executive suites,

         *        Office and meeting room packages,

         *        Videoconferencing facilities

         *        Exhibition rooms,

         *        Cigar and wine corner,

         *        Gym and fitness center, and

         *        Massage, sauna and spas.

In terms of business services, it will offer its members:

         *        Liaison work with potential trading partners,

         *        International economic and trade exhibitions and seminars,

         *        Interpreters and secretarial services,

         *        Organized   trips  to   participate   in  World  Trade  Center
                  Association sponsored activities,

         *        Reception  of  visiting  delegations  of foreign  World  Trade
                  Center Association member units,

         *        Arrange meetings to see Chinese  government  bodies,  business
                  corporations, and

         *        Legal consultancy and travel agency services.

         Additionally,    we   plan   to   build   a   Chinese    and    English
Business-to-Business  internet portal- at URL  www.ChinaWTC.com  (the "Portal").
The Portal will be an integrated  business and consumer  portal that is fast and
user  friendly.  In order to win user  loyalty,  the Portal  will  provide  easy


                                       4
<PAGE>

navigation,  quick page loads and a screen  design that  maximizes the amount of
information on display.  It will utilize advanced customer relations  management
techniques  or  CRM  that  utilize  meta-data  analysis  to  provide  one-to-one
marketing  service to users.  Those  users will be  provided  with  information,
sorted by its relevance according to their profile  (continually self learning),
and will then be saved  the  aggravation  and time  wasting  involved  in wading
through pages of useless data. Important features of the Portal, will include:

         *        a comprehensive  database on Chinese for small to medium sized
                  businesses hoping to trade with foreign companies;

         *        a "virtual exhibition center" to provide 24 hour a day product
                  presentation;

         *        a mega powered CRM driven  focused  intelligent  search engine
                  that  quickly   presents  users  with  a  wealth  of  relevant
                  information;

         *        an exclusive  "Office  Anywhere"  feature that offers a mobile
                  office to members (even on a palm pilot computer); and

         *        a multilingual on-line translation tools to break the language
                  barriers; e-trade and e-shopping etc.




                                       5
<PAGE>



Corporate Chart
China World Trade
Corporation listed on
the Pink Sheets LLP

        Virtual Edge Limited
  100%  subsidiary of China
------- World Trade Corporation

                Guangzhou World
     75%        Trade Center Club - 25%
--------------- owned by Guangzou City
                International Exhibition

                Infotech Enterprises Ltd.-
    100%        Owner of the Business-to-
--------------- Business Internet Portal, -
                China WTC.com -

                Beijing World Trade Center Club
     75%        - 25% owned by Beijing Wanlong
--------------- Economic Consultance Corporation Ltd.***
                (Sino-Foreign Co-operative Joint
                Venture)

                        World Trade Center
                        Association (WTCA)
                        headquartered



Marketing Strategy

         We plan to market Club memberships  mainly to  international  companies
and  businessmen  doing  business  in China  and  local  Chinese  companies  and
businessmen  seeking  business  opportunities  within and outside China. We will
utilize the good  reputation and  recognition of WTCA and the  recreational  and
business  facilities  which  will be  offered  at each  Club and  establish  the
Guangzhou  Club and other  potential  Clubs in various  cities in the PRC as the
premier  business  clubs to be a member  of. We will also make the  ChinaWTC.com
website into a distinctive  Chinese/English language Internet portal and the. We
will achieve our goals by placing advertisements with traditional media, such as
newspapers,  television,  radio, magazines etc.; placing banners on high traffic
web sites;  sending e-mails to potential  users;  participating  in trade shows;
employing  the  services  of  external  PR  and  Marketing   firms;   television
"infomercials" and talk shows; outdoor advertising signs and attending / holding
press conferences.

         We will 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.

         An integral  part of our success is  dependent on the  development  and
enhancement of our products and services.  We will  incorporate new technologies
from third parties,  expand products and services  internally and conduct market
research to remain  aware and  informed of the  evolving  user tastes and latest
technologies.


                                       6
<PAGE>

Sources of Income

         Our revenue will come from  membership  subscription  and monthly dues,
food & beverage sales and business  services fees from the Clubs,  subscriptions
advertisements   by  vendors,   traders  and  suppliers,   transaction  fees  on
ChinaWTC.com and web solution  services.  Because of the initial set up cost and
the relatively  small  membership base, we expect to incur an operating loss for
the first two to three years of operation.

Competition

         With  respect  to  the  Guangzhou  Club  and  the  other  Clubs  to  be
established in China, the directors believe that the Clubs are a unique business
club,  associated  with a recognized and respected  international  organization,
whose  mission is the  enhancement  of  international  trade,  and which  offers
prestigious business and recreational  facilities to its member. There are other
country  clubs in China,  like the Beijing  American  Club,  which offer more in
terms of recreational  facilities and services,  however, none of them offer the
business  services,   network  of  international   companies  and  online  trade
information in combination  with a first class club  environment.  Additionally,
there are  organizations,  like the American Chamber of Commerce,  which provide
limited trade and business information and networking capabilities,  but they do
not offer a prestigious club setting,  recreational  facilities or the amount of
business services that are available to Club members.

         With respect to ChinaWTC.com,  management  believes that it will be one
of the first companies to offer such  Chinese/English  online services in China.
Though there are other systems developed by institutions or companies to address
some  facets  of the  trade  market,  we are not aware of  anything  similar  to
ChinaWTC.com.   ChinaWTC.com   combines  the   technology,   the   marketing  of
memberships/services/products,   the  creation  of  community   database  and  a
cross-border network of people and business,  which enables companies of limited
resources to find more business  opportunities at a cost that is just a fraction
of what they used to pay.  Large  companies  would  also  find cost  savings  by
outsourcing part of their work processes to Infotech.  Despite the foregoing, we
have identified the following list of possible competitors:

         *        Sino.com  is the most  visited  web site in China and is quite
                  popular with overseas Chinese.  However,  it is a Chinese only
                  site and does not have a business  focus. It also suffers from
                  having a weak search  engine,  being slow to download  and has
                  none of the advanced features to be provided by ChinaWTC.com.

         *        China.com,  which was listed on the Nasdaq National Market, is
                  also a portal,  providing free email and news  headlines,  has
                  failed to capture member loyalty  because of its lack of focus
                  and poor  design.  Moreover,  due to its links with the Xinhua
                  News Agency - the official mouthpiece of the Chinese Communist
                  Party - the information it provides may be heavily biased.

         *        Hongkong.com, which is owned by the same company as China.com,
                  is a  bilingual  portal,  however,  it  also  lack  focus  and
                  although  its free email  service is quite  popular  with Hong
                  Kong residents,  for obvious reasons,  the demographics of its
                  members is poor and it has failed to capture the enthusiasm of
                  advertisers.

         With  our  Board  of  Directors,  we  have  access  to  those  who  are
knowledgeable in outsourcing,  re-engineering,  Internet commerce, logistics and
the latest  technologies  for making the world smaller.  We will be scalable and
adaptive to the  changing  environment,  thus  enabling it to maintain  the fast
growth with high return and at the same time maintaining its competitiveness.

                                       7
<PAGE>

Industry Overview

         THE INFORMATION INDUSTRY IN CHINA

         According  to  Killen  and  Associates,   a  marketing  research  firm,
information  technology spending in China,  including Hong Kong, will rise at an
annual  compound  growth rate over of 20%.  High capacity  network  covering the
whole  country is being put in place.  This network is utilizing the most modern
technology  and is based on a grid of optical cables  supplemented  by satellite
and digital microwave systems.

         Systems  at 8x2.5  Gbps have  been  adopted  on the major  transmission
trunks for  transmission  of broadband  information and application of different
categories  of  services.   The  urban  and  rural  telephone  network,   mobile
communications  network and the public  data and  multimedia  network  have been
completed. The information industry continued its fast growth with an additional
22 million lines were added to the Public  Switched  Telephone  Network to bring
the total to 135 million lines

         THE INTERNET IN CHINA


         The China Internet  market is dominated by Golden Bridge  Network,  the
internet  service  provider of ISP set up by the Ministry of Electronics;  China
Net, China Telecom's ISP; and a new entrant, the Ministry of Film,  Broadcasting
and Television,  which has a very attractive  fiber,  coax cable,  microwave and
satellite  transmission  network throughout the wealthiest provinces and cities.
The highest concentration of Internet subscribers is in the wealthiest cities in
China,  namely  Beijing and  Shanghai,  according to China  Network  Information
Center.  The other major  growth  areas are in the  country's  three  wealthiest
provinces,  namely Guangdong,  Zhejiang and Jiangsu;  followed by Hebei, Fujian,
Shandong, Shaanxi, Sichuan and Heilongjiang.

         Beneath  the  top-tier  operators  are  a  small  number  of  strategic
resellers that provide the dual-account  service.  Revenue will be split between
the top-tier ISP and its strategic  resellers.  Further down, there are over 100
resellers  each serving a few hundreds or a few  thousands  subscribers.  In the
latest  development,  China Telecom is tying up very good marketing  partners to
launch this dual-account service,  particularly in Beijing,  Shanghai,  Tianjin,
Guangdong,  Sichuan, Shaanxi,  Zhejiang, Jiangsu and Shandong, in all covers 60%
of current Internet subscribers.

         The Internet  market in China first  started in 1987,  when its use was
limited to the field of  academic  and  educational  institutions  for  research
purposes.  The  commercial  use of Internet  began in 1995 with the launching of
ChinaNet.

         According to China Network  Information Center, a market research firm,
in the last few years the number of Internet  subscribers,  has  increased  from
40,000 in 1995,  to  100,000 in 1996 and to 2.1  million by the end of 1998.  In
1998,  Beijing,  the  capital,  had  over  100,000  subscribers.  China  Network
Information  Center  estimated  the numbers would climb to 6 million by the year
2001.



                                       8
<PAGE>

Governmental Regulation Of Our Operations In China

         A  significant   number  of  our  subsidiary   companies  operate  from
facilities that are located in the People's Republic of China. Accordingly,  our
subsidiaries'  operations must conform to the governmental regulations and rules
of China.

         THE CHINESE LEGAL SYSTEM

         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.

     ECONOMIC REFORM ISSUES

     Although  the  majority  of  productive  assets  in China  are owned by the
Chinese  government,  in the past several years the government  has  implemented
economic reform measures that emphasize  decentralization  and encourage private
economic activity. Because these economic reform measures may be inconsistent or
ineffectual, there are no assurances that:

o        We will be able to capitalize on economic reforms;

o        The Chinese  government  will  continue its pursuit of economic  reform
         policies;

o        The economic policies, even if pursued, will be successful;

o        Economic policies will not be significantly  altered from time to time;
         and

o        Business  operations  in China will not  become  subject to the risk of
         nationalization.



                                       9
<PAGE>

     Negative  impact upon economic  reform  policies or  nationalization  could
result in a total investment loss in our common stock.

     Since 1979,  the Chinese  government  has reformed  its  economic  systems.
Because many reforms are unprecedented or experimental,  they are expected to be
refined and improved.  Other  political,  economic and social  factors,  such as
political  changes,  changes in the rates of economic  growth,  unemployment  or
inflation,  or in the  disparities in per capita wealth  between  regions within
China, could lead to further readjustment of the reform measures.  This refining
and readjustment process may negatively affect our operations.

     Over the last few years, China's economy has registered a high growth rate.
Recently, there have been indications that rates of inflation have increased. In
response,  the  Chinese  government  recently  has taken  measures  to curb this
excessively expansive economy.  These measures have included devaluations of the
Chinese  currency,  the Rennin,  restrictions  on the  availability  of domestic
credit,  reducing the  purchasing  capability of certain of its  customers,  and
limited  re-centralization of the approval process for purchases of some foreign
products.  These  austerity  measures  alone may not succeed in slowing down the
economy's  excessive  expansion or control  inflation,  and may result in severe
dislocations in the Chinese economy. The Chinese government may adopt additional
measures to further combat inflation,  including the establishment of freezes or
restraints on certain  projects or markets.  These measures may adversely affect
our telephone communications manufacturing company's operations.

     To date reforms to China's economic system have not adversely  impacted our
operations  and  are  not  expected  to  adversely  impact   operations  in  the
foreseeable  future;  however,  there can be no  assurance  that the  reforms to
China's economic system will continue or that we will not be adversely  affected
by changes in China's political,  economic, and social conditions and by changes
in policies of the Chinese government,  such as changes in laws and regulations,
measures  which may be introduced to control  inflation,  changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and  remittance  abroad,  and  reduction in tariff  protection  and other import
restrictions.

     CHINA'S ACCESSION INTO THE WTO

     On November 11,  2001,  China signed an agreement to become a member of the
World Trade  Organization  sometimes  referred to as the WTO, 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.  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.





                                       10
<PAGE>

Employees

         As of September 30, 2002, we had 210  full-time  employees.  We believe
our future  success will depend in large part upon the continued  service of its
key  technical  and senior  management  personnel and its 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 club facilities are located at 4th Floor,  Goldlion
Digital Network Center, 138 Tiyu Road East, Tianhe,  Guangzhou,  the PRC 510620.
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  RMB$350,000 (equivalent to $42,530) and expires
on July 31, 2007.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any pending or to the best of its knowledge,  any
threatened legal  proceedings.  No director,  officer or affiliate,  or owner of
record or of more than five percent (5%) of our securities,  or any associate of
any such director,  officer or security holder is a party adverse to us or has a
material interest adverse to ours in reference to any pending litigation.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           The Company's  authorized share capital consists of 50,000,000 shares
of common stock with $0.001 par value and 10,000,000  shares of preferred  stock
with $0.001 par value, of which  29,051,520  shares of common stock and 0 shares
of preferred  stock was issued and  outstanding as of September 1, 2002. On June
3, 2002, the board of directors declared a one for thirty reverse stock split of
all the company's issued and outstanding  common stock without any change in par
value or authorized  share capital.  The Company's  authorized  share capital of
50,000,000 shares of common stock with $0.001 par value and 10,000,000 shares of
preferred  stock with $0.001 par value  remains the same after the reverse stock
split as it was before the reverse stock split. Shareholder approval required to
effect the reverse  stock split was  obtained,  on August 1, 2002 in  accordance
with the  By-Laws of the  Company  and the  reverse  stock  split took effect on
September 1, 2002.



                                     PART II


ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock began quotation on the Over-the-Counter Bulletin Board
("OTCBB") on June 28, 2000 and was initially quoted under the symbol TXON before
the symbol was changed to CHWT.  On June 26, 2002,  our stock was delisted  from
trading on OTCBB for not being a current  reporting  company  under the Exchange
Act of 1934. We are now quoted under the symbol CWTD on the Pink Sheets LLP. The
following table sets forth the range of bid prices of our common stock as quoted
on OTCBB and the Pink Sheets LLP,  respectively,  during the periods  indicated.


                                       11
<PAGE>

The prices reported  represent prices between  dealers,  do not include markups,
markdowns or commissions and do not necessarily represent actual transactions.

                                               High (1)          Low
2000-2001         First Quarter                  0.069           (2)
                  Second Quarter                 0.024           (2)
                  Third Quarter                  0.001           (2)
                  Fourth Quarter                 0.007           (2)

2001-2002         First Quarter                  0.001           (2)
                  Second Quarter                 0.001           (2)
                  Third Quarter                  0.001           (2)
                  Fourth Quarter                 0.001           (2)


(1)      The Company declared a 1 for 30 reverse stock split effective September
         1,  2002.  All  reported  historical   information  has  been  adjusted
         accordingly to reflect the impact of the reverse stock split.

(2)      Information not available.

         Our shares of common  stock 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.

         In   September,   2002,   we   underwent  a   debt-for-equity   capital
restructuring and issued shares to certain creditors for the settlement of debts
and fees pursuant to settlement agreements, as follows:



NAME OF CREDITOR           DATE (2002)               NO. OF CONSIDERATION SHARES


Mr. James Mak              September 8                         87,500


Mr. James Mak              September 8                         35,000


Mr. Roy Wu                 September 9                         87,500


Mr. Alfred Or              September 10                       156,645


Mr. Andersen Chan          September 10                        60,000


Mr. Bernard Chan           September 8                         73,355


Superwear Limited          September 9                        500,000


Simple Forturn Inc.        September 9                        490,000


Sinogolf Limited           September 9                        510,000


Top-Trained Securities     September 11                     1,000,000
Limited

Splendid Partner Holdings  September 12                       500,000
Limited

I&V Ltd.                   September 12                       500,000


         The shares of common stock issued as consideration pursuant to the debt
for equity reorganization were issued on January 22, 2003.



                                       12
<PAGE>

         As a result of two share purchase  agreements  dated  September 3, 2002
and December 17,  2002,  respectively,  and entered into between the Company 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. Tsang Chi Hung, 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% share  capital of General  Business
Network (Holdings) Ltd.

         As of April 11,  2003,  there were 79  holders of record of  10,970,497
outstanding share of common stock of the Company.

         Dividends

         The Company has not  previously  paid any cash  dividends on its common
stock  and does 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 the  Company's
business. Any future determination to pay dividends will be at the discretion of
our board of directors  and will depend on the  Company's  results of operation,
financial  condition,  contractual and legal  restrictions and other factors the
board of directors deem relevant.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS.

OVERVIEW

         Pursuant to the Share Exchange  Agreement  dated as of August 10, 2000,
by us, Virtual Edge, and Main Edge, Main Edge  transferred all of the issued and
outstanding  shares of the  capital  stock of  Virtual  Edge to the  Company  in
exchange  of  1,961,175  shares  of our  pre-split  common  stock,  representing
approximately 75% of our outstanding  shares of the common stock. As a result of
an 8-for-1  forward split that was effective on 15th September  2000,  Main Edge
held  15,689,400  shares  of our  common  stock.  As a result of the issue of an
aggregate of 8,177,320 pre-split shares of common stock and the 1 for 30 reverse
stock split, the debt for equity capital  restructuring,  the issue of 2,000,000
shares  of  common  stock  to  Powertronic  Holdings  Limited  and the  issue of
4,000,000  shares of common stock to Tsang Chi Hung, Main Edge now holds 522,980
shares of our common  stock,  representing  4.77% of the issued and  outstanding
share  capital of the Company as of April 11, 2003  (excluding  the shares which
may be issued pursuant to the exercise of warrants held by Powertronic  Holdings
Limited and Tsang Chi Hung).


RESULTS OF OPERATIONS

         The following table shows the selected audited and unaudited  condensed
consolidation  income statement data of the Company and its subsidiaries for the
twelve-month periods ended 2002 and 2001. The data should be read in conjunction
with the audited and unaudited Condensed  Consolidated  Financial  Statements of
the Company and related notes thereto.



                                       13
<PAGE>

                                                         Twelve months ended
              (AMOUNTS IN THOUSANDS US$)                     September 30,
                                                          2002         2001

              Revenues
                Sales                                      193           --
                  COGS                                    (84)           --
                                                          ---           ---
              Gross Margin                                 109           --

              Operating Expenses
                 General & Admin Exp.                  (1,828)        (914)
                                                       ------         ----

              Loss from Operations                     (1,719)        (914)

              Other Income (Expense)
                Interest                                   (8)          (5)
                Write down of Goodwill                     --         (559)

              Minority interest                            93           23
                                                           --           --

              Net Loss                                 (1,634)      (1,455)





Twelve-month  Period Ended  September 30, 2002 Compared to  Twelve-Month  Period
Ended September 30, 2001

         Operating Revenue

         The Company has started to recruit members, and to provide catering and
business  center  services  through its subsidiary  Guangzhou World Trade Center
Club located in Guangdong  Province,  the PRC since June 2002. Sales revenue for
the twelve-month period ended September 30, 2002 was $193,000,  compared to none
for the same  corresponding  period in year  2001.  Of the  $193,000  revenue in
fiscal year 2002,  approximately  $165,000  (85%) was generated  from  providing
catering  services,  $27,000 (14%) from providing business center and conference
services, and the remaining revenue (1%) from new membership fees.

         The aim of the Company is to continue to provide trade agency  business
linking  companies in China and the rest of the world. As of September 30, 2002,
we had three  operating  arms,  namely  the  Beijing  World  Trade  Center  Club
("BWTCC"),  Guangzhou World Trade Center Club ("GWTCC") and Infotech Enterprises
Limited  ("Infotech").  BWTCC will be engaged in the establishment of a business
club located in Beijing and GWTCC is engaged in the operation  with the business
club in Guangzhou,  the PRC. The GWTCC provides food and beverages,  recreation,
business  center  services,  communication  and information  services,  products
exhibitions  services,  and commercial and trading brokerage services.  Infotech
will build a bilingual, English and Chinese, business-to-business portal for the
Company  as well as  providing  system  integration  related  services  to third
parties customers and members.



                                       14
<PAGE>


         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative  expenses increased by $914,000 or 100.0% to
$1.8 million for the twelve-month  period ended September 30, 2002 from $914,000
for the corresponding period in 2001. The increase was mainly due to:

         i)       Staff  Salaries,  Benefit  and  Allowances:   Staff  salaries,
                  benefit  and   allowances   increased   by  $157,000  for  the
                  twelve-month  period ended  September 30, 2002,  compared to a
                  very minimal amount for the same corresponding  period in year
                  2001. The increase was primarily due to the salaries,  benefit
                  and allowances paid for staff in the operations of GWTCC.

         ii)      Professional Fees: Professional Fees increased $745,000. These
                  professional   fees   incurred  at  a  result  of   additional
                  appointments  of  several   outside   advisors  for  marketing
                  memberships,  promoting  corporate image, as well as providing
                  corporate   advisory   services.   Most  of  these  fees  were
                  subsequently   paid  by  issuing  new  shares  to   individual
                  professionals.


         Financial Income/(Expenses)

         There was only $8,000 in interest expenses incurred and accrued from an
outstanding loan for the twelve-month period ended September 30, 2002. This loan
was made with a third party in February 2001.


         Income Taxes

         The  Company  did not  generate  any  profit  for the  period  from the
establishment  of the Company to September  30, 2002.  Thus, no income taxes was
incurred for the reporting period.


         Liquidity and Capital Resources

         Virtual Edge Limited, our wholly owned subsidiary,  underwent a capital
restructuring  in May 2000 in which  long-team  debt was  partly  reduced in the
amount of US$2.5 million by new issuance of share capital in the same amount.

         The Company  underwent a 1 for 30 reverse  stock split of the shares of
its common stock, effective on September 1, 2002.

         Between  September 8 and September 12, 2002,  the Company  entered into
agreements with its subsidiaries whereas the Company would take on approximately
$2.7 million in debt from subsidiaries to related parties, and in exchange,  the
subsidiaries  became  liable to the Company for the same amount of debt that was
taken on by the  Company.  The  Company  issued a total of 4 million  post-split
shares in exchange for  cancellation of  approximately  $380,000 in debt owed to
related  parties  as well as  approximately  $2.3 in debt and fees owed to third
parties

         The Company and  Powertronic  Holdings  Limited  entered into two share
purchase  agreements  dated  September 3, 2002 and December 17, 2002 to purchase
2,000,000 shares and warrants (to purchase up to another 4,000,000 shares) for a
total purchase price of $1,000,000.  These two private financings were completed
on January 24, 2003 and the respective shares were issued accordingly.



                                       15
<PAGE>

         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 debt or equity  financing to  strengthen  its  financial
position,  facilitate growth and provide us with additional  flexibility to take
advantage of business opportunities.


         OTHER SIGNIFICANT EVENTS

         The Company entered into a share exchange  agreement dated December 17,
2002 with Mr. Tsang Chi Hung, the sole beneficial  owner of the share capital in
General  Business  Network  (Holdings)  Limited,  a Hong Kong  company  ("GBN").
Pursuant  to  the  agreement,  the  Company  acquired  all  of  the  issued  and
outstanding shares of GBN in exchange of 4 million shares of the common stock of
the Company and warrants to purchase an additional 4 million shares at $0.92 per
share.

         GBN is an investment  holding  company with  investments in real estate
properties primarily for rental purposes.  GBN intends to broaden its investment
profile in the areas of trading, insurance, media, and/or tourism.



ITEM 7.           FINANCIAL STATEMENTS.

         Our financial statements are set forth at the end of this Form 10-KSB.

                          CHINA WORLD TRADE CORPORATION
                                       AND
                                  SUBSIDIARIES
                              FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


                                    CONTENTS

                                                                            Page

Independent Auditor's Report                                               F - 1

Consolidated Balance Sheets
 September 30, 2002 and 2001                                               F - 3

Consolidated Statements of Operations for the
 Years Ended September 30, 2002 and 2001                                   F - 5

Consolidated Statement of Stockholders' Equity
 Since January 29, 1998 (Inception) to September 30, 2002                  F - 6

Consolidated Statement of Cash Flows for the
 Years Ended September 30, 2002 and 2001                                   F - 7

Notes to Consolidated Financial Statements                                 F - 9


                                       16
<PAGE>

ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
            FINANCIAL DISCLOSURE.


         There  has been no  disagreements  with the  Company's  accountants  on
accounting and financial  disclosures  during the reporting period that requires
disclosure pursuant to Item 304 of Regulation S-B.

                                    PART III


ITEM 9.      DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The  following  table and text sets forth the names and ages of all our
directors  and  executive  officers  and  the  key  management  personnel  as of
September 30, 2002.  The Board of Directors is comprised of only one class.  All
of the directors  will serve until the next annual meeting of  stockholders  and
until their successors are elected and qualified,  or until their earlier death,
retirement,  resignation or removal.  Executive officers serve at the discretion
of the Board of  Directors,  and are appointed to serve until the first Board of
Directors meeting following the annual meeting of stockholders. Also provided is
a brief  description  of the business  experience of each director and executive
officer  and the key  management  personnel  during  the past five  years and an
indication of directorships  held by each director in other companies subject to
the reporting requirements under the Federal securities laws.


     NAME             AGE                   TITLE
John H.W. Hui          43        President, Chairman of the Board and Secretary

Alfred H.B. Or         40        Chief Operating Officer and Director

David Jones            58        Vice President, Information Technology and
                                 Director

Roy C.W. Wu            58        Vice President, Club Management and Director

James H.C. Mak         54        Director


Mr. John Hui, has been our the  President,  Chairman of the Board and  Secretary
since August  2001.  Mr. Hui is the founder of Virtual Edge Limited and has more
than 12 years  experience  n Chinese  trade and  investment.  Mr. Hui has been a
private investor and an entrepreneur for the past five years.

Mr. Alfred H.B. Or, has been our Chief  Operating  Officer and a Director  since
August  2001.  Mr.  Or has 15 years  of  marketing  and  sales  experience  with
multinational  companies. In 1998, Mr. Or founded Shanghai Cofmos Gift Co. Ltd.,
a marketing and sales company in Beijing.  From March 1994 until May 1998 he was
the Director of Marketing External Affairs for Amway (China) Co. Ltd. Mr. Or has
established  strong government and media  relationship in China over the past 10
years. He specializes in one-to-one  direct  marketing.  Mr. Or was born in Hong
Kong and graduated in 1985 from the McMaster University in Ontario,  Canada with
a Bachelor of Science degree in Mechanical Engineering.



                                       17
<PAGE>

Mr. David Jones,  has been the Vice  President -  Information  Technology  and a
Director since August 2001.  Mr. Jones has more than 24 years  experience in the
information technology field, including 18 years as a senior design engineer for
Unlays Corporation. Mr. Jones has formed two companies that are still operating.
One of the  companies  provides  software  for travel  agents  enabling  them to
communicate  with large  computerized  reservation  systems.  The other  company
provides Electronic  Document  Interchange to freight forwarders and other cargo
transportation  suppliers.  Mr.  Jones  designed and  developed a  comprehensive
electronic mail  connectivity  hub for Hong Kong Telecom and was responsible for
the design and  implementation  of a weight and balance  application  for Cathay
Pacific's worldwide network, including an Automatic Load Distribution System for
containerized aircraft. Mr. Jones is an experienced with Data Communications and
Command and Control  software and has designed and implemented  such systems for
state and  metropolitan  police  forces in the United States Canada and the U.K.
Mr. Jones has worked with banking  systems and inventory  control systems and is
experienced in data management.  Mr. Jones has also designed databases to handle
the  processing of NASA LANDSAT Earth  Resources  Satellite data for many Middle
Eastern countries. Mr. Jones holds an honor degree from the School of Physics in
the University of Wales, Swanses.

Mr. Roy C. W. Wu, has been the Vice  President - Club  Management and a Director
since  August  2001.  Mr.  Wu has more  than 30 years  of hotel  and  restaurant
management  experience.  Since  August 1994 Mr. Wu has served as the Senior Club
Manager of the World Trade  Center Club in Hong Kong.  Mr. Wu is also the Senior
Club  Manager  of the Grant  Royal Club and Hong Lok Yuen  Country  Club in Hong
Kong.

James H.C. Mak, was appointed as a Director in September  2001. Mr. Mak has been
the General  Manager of World Trade Center in Hong Kong since  August  1994.  In
addition,  as  Deputy  General  Manger  of Kai  Shing  Management  Co.  Ltd.,  a
subsidiary of Sung Hung Kai Property Ltd.,  Mr. Mak serves as a General  Manager
of the Grand Royal Club and the Hong Lok Yuen Country Club in Hong Kong.

There are no familial relationships between our officers and directors.

Section 16(a) Beneficial Ownership Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our executive  officers and directors and persons who own more than 10%
of a registered  class of our equity  securities to file with the Securities and
Exchange  Commission  initial  statements  of beneficial  ownership,  reports of
changes in ownership and annual  reports  concerning  their  ownership of common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish us with copies of all Section 16(a) reports they file. To
the best of our  knowledge  (based  solely  upon a review of the Form 3, 4 and 5
filed), we believer that as of the end of this fiscal year, no officer, director
or 10% beneficial  shareholder failed to file on a timely basis reports required
by Section 16(a) of the Securities Exchange Act of 1934, as amended.




                                       18
<PAGE>

ITEM 10.          EXECUTIVE COMPENSATION.

         The following table sets forth the compensation paid during fiscal year
ended September 30, 2000, 2001 and 2002 to our President.  No executive  officer
received annual compensation in excess of $100,000 per annum.
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------- -----------------------------------
                              Annual Compensation                                       Long-Term Compensation
--------------------------------------------------------------------------------- -----------------------------------
                                                                                  Awards         Payouts
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------------------
                                                            Other                  Securities
                                                            Annual     Restricted  Underlying              All
                                                            Compensa-tiStock      Options/SARs   LTIP      Other
Name and Principal      Year          Salary       Bonus       ($)     Award(s)        (#)       Payouts   Compensa-tion
Position                               ($)          ($)                   ($)                      ($)        ($)
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
<S>                     <C>        <C>            <C>       <C>        <C>        <C>            <C>       <C>
John  Hui,   President  2002         $140,321        -          -          -            -           -          -
and Secretary
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
John  Hui,   President  2001         $90,000         -          -          -            -           -          -
and Secretary
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
John Hui, CEO           2000      $28,624(1)(2)      -          -          -         210,000        -          -
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
</TABLE>
_______________

(1) Including 500,000 stock options issued on October 23, 2000. The options have
an exercise price of $2.18 as of the date hereof no options have been exercised.

(2)  Management  fee for the  period  from  August  14,  2000,  the  date of the
acquisition  of Virtual Edge to September  30, 2002,  based on an annual rate of
$80,000.

         We have no long-term  employment or consulting  agreements  with any of
our executive officers or directors.

         During the year ended  September 30, 2002,  certain  corporate  actions
were conducted by unanimous  written  consent of the Board of Directors.  Two of
the directors, Mr. James Mak and Mr. Roy Wu received $41,667 each.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets  forth the number of shares of common  stock
beneficially  owned as of April 11, 2003 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  September 30, 2001 or calendar year
ended  December 31, 2001;  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 by
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.

                                                         PERCENTAGE OWNERSHIP(1)
NAME/ADDRESS(1)                      NUMBER OF SHARES
Alfred H.B. Or                           156,645                     **
Roy C.W. Wu                               87,500                     **
James H.C. Mak                           122,500                     **
Top-Trained Securities Ltd.            1,000,000                   5.27%
Powertronic Holdings Limited (2)       6,000,000                  31.63%
Tsang Chi Hung (3)                     8,000,000                  42.17%

All Officers and Directors
as a Group (3 persons)                   366,645                   1.93%

**Less than 1%
(1)  Based on 10,970,497  shares  outstanding as of April 11, 2003 and 8,000,000
     share of  common  stock to be issue  on the  exercised  of the  outstanding
     warrants.

(2)  Assuming  Powertronic  Holdings  Limited  exercises  its right to  purchase
     4,000,000  shares of common stock  pursuant to two  warrants  issued by the
     Company.

(3)  Assuming Tsang Chi Hung exercises his right to purchase 4,000,000 shares of
     common stock pursuant to a warrant issued by the Company.




                                       19
<PAGE>

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The following  table sets forth the names and  relationship  of certain
related parties.
<TABLE>
<CAPTION>
    NAME                                                      RELATIONSHIP
<S>                                      <C>
Mr. Roy Wu                               Vice President, Club Management and Director
Mr. James Mak                            Director
Mr. John H.W. Hui                        President, Chairman of the Board and Secretary
Mr. Steven K.F. Hui                      Close family member of a director
Mr. Alfred Or                            Former Director
Belford Enterprise Limited               A company in which one of our directors has beneficial interest
Union East Consultants Ltd.              A company in which one of our shareholders has beneficial interest
Yes Mind Investments Ltd.                A shareholder
PRC Partner                              PRC partner of a subsidiary
</TABLE>

         Management  Fees for 2002 in the  amount of  $223,655  were paid to Mr.
John H.W. Hui, Mr. James Mak, and Mr. Roy Wu.

          As of  September  30, 2001 and 2002 we owed the  following  amounts to
related parties.

                                                         September 30
                                             ----------------------------------
                                                2001                     2002
                                             ----------                --------
Mr. James Mak                                   $50,000                  $2,339
Mr. Roy Wu                                       50,000                      --
Mr. John H.W. Hui                               452,446                      --
Mr. Steven K.F. Hui                              54,082                  54,081
Mr. Alfred Or                                   156,645                      --
Belford Enterprises Limited                      13,677                      --
Union East Consultants Limited                       --                 184,812
Yes Mind Investments Limited                    695,977                      --
PRC Partner                                      49,827                  31,707
                                             ----------                --------
                                             $1,522,654                $272,939

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




                                       20
<PAGE>

ITEM 13.          EXHIBITS, LIST AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
Exhibit Number                                           Description

<C>                        <C>
4.1*                       Warrants dated January 24, 2003, issued by the Company to Powertronic Holdings Limited.

4.2*                       Warrants  dated  January  24,  2003,  issued  by  the Company to Powertronic Holdings Limited.

4.3*                       Warrants  dated  January  24,  2003,  issued  by  the Company to Tsang Chi Hung.

4.4*                       Registration Rights Agreement dated September 3, 2002 between the Company and Powertronic.

4.5*                       Registration Rights Agreement dated December 17, 2002 between the Company and Powertronic.

4.6*                       Registration Rights Agreement dated December 17, 2002 between the Company and Tsang Chi Hung.

10.1*                      Settlement Agreement dated September 8, 2002 between the Company and Mr. James Mak.

10.2*                      Settlement Agreement dated September 8, 2002 between the Company and Mr. James Mak.

10.3*                      Settlement Agreement dated September 9, 2002 between the Company and Mr. Roy Wu.

10.4*                      Settlement Agreement dated September 10, 2002 between the Company and Mr. Alfred Or.

10.5*                      Settlement Agreement dated September 10, 2002 between the Company and Mr. Andersen Chan.

10.6*                      Settlement Agreement dated September 8, 2002 between the Company and Mr. Bernard Kwong-chung Chan.

10.7*                      Settlement Agreement dated September 9, 2002 between the Company and Superwear Limited.

10.8*                      Settlement  Agreement dated September 9, 2002 between the Company and Simple Fortune Inc.

10.9*                      Settlement Agreement dated September 9, 2002 between the Company and Sinogolf Limited

10.10*                     Settlement Agreement dated September 11, 2002 between the Company and Top-Trained Securities Limited.

10.11*                     Settlement Agreement dated September 12, 2002 between the Company and Splendid Partner Holdings Limited.

10.12*                     Settlement Agreement dated September 12, 2002 between the Company and I&V Ltd.
</TABLE>



                                       21
<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>
10.13*                     Share Purchase Agreement dated September 3, 2002, between the Company and Powertronic Holdings Limited.

10.14*                     Share Purchase Agreement dated December 17, 2002, between the Company and Powertronic Holdings Limited.

10.15*                     Share  Exchange  Agreement  dated  December 17, 2002, between the Company and Tsang Chi Hung.

99.1                       Certification of Periodic Report of Chief Executive Officer

99.2                       Certification of Periodic Report of Chief Financial Officer
</TABLE>
_____________________
*Incorporated  by reference to the respective  exhibits filed with the Company's
Current Report on Form 8K dated February 26, 2003 and filed on March 3, 2003.

Reports on Form 8-K

None.


                                       22
<PAGE>

                                   SIGNATURES

         In  accordance  with  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.

                                     CHINA WORLD TRADE CORPORATION

Dated:  April 11, 2003               By:  /s/ John H. W. Hui
                                         Name: John H.W. Hui
                                         Title: Director and President

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.


Dated:  April 11, 2003               By:  /s/ John H.W. Hui
                                          Name: John H.W. Hui
                                          Title: President, Secretary and
                                          Chief Financial Officer



                                       23
<PAGE>




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John H.W. Hui, certify that:
1.       I have  reviewed this annual report on Form 10-KSB of China World Trade
         Corporation;
2.       Based on my  knowledge,  this annual 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 are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:
a)       designed  such  disclosure  controls  and  procedures  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)       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and
c)       presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;
5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):
a)       all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  date  and  have
         identified  for the  registrant's  auditors  any  auditors any material
         weaknesses in internal controls; and
b)       any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

                                       24
<PAGE>


6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: April 11, 2003
                                       _/s/ John H.W. Hui____________________
                                        John H.W. Hui
                                        Chief Executive Officer







                                       25
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John H.W. Hui, certify that:
1.        I have reviewed this annual report on Form 10-KSB of China World Trade
          Corporation;
2.        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;
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 are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
a)        designed  such  disclosure  controls  and  procedures  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)        evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
c)        presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.        The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):
a)        all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  date  and  have
          identified  for the  registrant's  auditors  any auditors any material
          weaknesses in internal controls; and
b)        any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and



                                       26
<PAGE>

6.        The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: April 11, 2003
                                       _/s/ John H.W. Hui____________________
                                        John H.W. Hui
                                        Chief Financial Officer




                                       27

<PAGE>
                          CHINA WORLD TRADE CORPORATION
                                       AND
                                  SUBSIDIARIES

                     (Formerly A Development Stage Company)

                                      - : -

                              FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2002 AND 2001



<PAGE>








                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                        <C>
Independent Auditor's Report...............................................................................F - 1

Consolidated Balance Sheets
  September 30, 2002 and 2001..............................................................................F - 3

Consolidated Statements of Operations for the
   Years Ended September 30, 2002 and 2001 ................................................................F - 5

Consolidated Statement of Stockholders' Equity
   Since January 29, 1998 (Inception) to September 30, 2002................................................F - 6

Consolidated Statements of Cash Flows for the
   Years Ended September 30, 2002 and 2001.................................................................F - 7

Notes to Consolidated Financial Statements.................................................................F - 9
</TABLE>


<PAGE>







                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
China World Trade Corporation and Subsidiaries
(Formerly A Development Stage Company)

Board Members:

         We have audited the  consolidated  balance  sheets of China World Trade
Corporation and  Subsidiaries (a Development  Stage Company) as of September 30,
2002 and 2001, and the related consolidated  statements of operations,  and cash
flows for the years  ended  September  30, 2002 and 2001,  and the  consolidated
statement  of  stockholders'  equity  since  January  29,  1998  (inception)  to
September 30, 2002 then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial  statements based on our audits.  We did not audit the financial
statements of Virtual Edge Limited, a wholly-owned subsidiary,  which statements
reflect  total assets of $618,013 and $143,578 as of September 30, 2002 and 2001
respectfully,  and  total  revenues  of  $193,097  and $0 for  the  years  ended
September 30, 2002 and 2001 respectfully. Those statements were audited by other
auditors whose report has been  furnished to us, and our opinion,  insofar as it
relates to the amounts included for Virtual Edge Limited, is based solely on the
report of the other auditors.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 and the report of
other auditors provide a reasonable basis for our opinion.

         In our  opinion,  based on our audits of the report of other  auditors,
the consolidated  financial  statements referred to above present fairly, in all
material  respects,  the financial position of China World Trade Corporation and
Subsidiaries (a development  Stage  Company),  as of September 30, 2002 and 2001
and the  results  of its  operations,  and its cash  flows for the  years  ended
September 30, 2002 and 2001, in conformity with accounting  principles generally
accepted in the United States of America.



                                      F - 1

<PAGE>



         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going  concern.  The Company was in
the development stage in prior years and has started operation on August 1, 2002
and has suffered losses from operations,  which raises  substantial  doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters  are  described  in  note  9 to  the  financial  statements.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                                   Respectfully submitted,



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
March 17, 2003


                                      F - 2

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                                  BALANCE SHEET
<TABLE>
<CAPTION>

                                                                                         September 30,
                                                                             --------------------------------------
                                                                                    2002                2001
                                                                             ------------------  ------------------
ASSETS

Current Assets
<S>                                                                          <C>                 <C>
  Cash and cash equivalents                                                  $           32,888  $               43
  Rental deposits                                                                       341,731                   -
  Prepayments                                                                             2,420                   -
  Due from related parties                                                                4,504                   -
  Other receivables                                                                      39,286                 362
  Inventory                                                                              35,930                   -
                                                                             ------------------  ------------------
Total Current Assets                                                                    456,759                 405

Fixed Assets
   Furniture and fixtures                                                                 3,275               2,848
   Less: Accumulated depreciation                                                          (229)             (1,994)
                                                                             ------------------  ------------------
Total Fixed Assets                                                                        3,046                 854
                                                                             ------------------  ------------------

        Total Assets                                                         $          459,805  $            1,259
                                                                             ==================  ==================
</TABLE>





















                                      F - 3

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                                  BALANCE SHEET
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                             --------------------------------------
                                                                                    2002                2001
                                                                             ------------------  ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
<S>                                                                          <C>                 <C>
  Accrued Liabilities                                                        $          296,316  $          185,040
  Other Payables                                                                        165,664             998,128
  Notes Payable                                                                          72,796                   -
  Deferred membership fee income                                                          8,114                   -
  Due to related parties                                                                272,939           1,522,654
                                                                             ------------------  ------------------

          Total Liabilities                                                             815,829           2,705,822
                                                                             ------------------  ------------------

Minority Interest                                                                        17,777                  98
                                                                             ------------------  ------------------

Stockholders' Equity
Preferred stock (par value $0.001), 10,000,000 shares
  authorized, no shares issued at September 30, 2002 and 2001                                 -                   -
Common stock (par value $0.001), 50,000,000 shares
  authorized, 6,970,497 and 796,205 shares issued at
  September 30, 2002 and 2001                                                               971                 794
Common stock to be issued                                                                 6,000                   2
Additional paid in capital                                                            6,810,207           2,851,705
Retained earnings (deficit)                                                          (7,190,979)         (5,557,162)
                                                                             ------------------  ------------------

          Total Stockholders' Equity                                                   (373,801)         (2,704,661)
                                                                             ------------------  ------------------

          Total Liabilities and Stockholders' Equity                         $          459,805  $            1,259
                                                                             ==================  ==================
</TABLE>











   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>



                                                                                      For the Year Ended
                                                                                        September 30,
                                                                           ----------------------------------------
                                                                                  2002                  2001
                                                                           ------------------    ------------------

Revenues
<S>                                                                        <C>                   <C>
  Sales                                                                    $          193,024    $                -
  Cost of Sales                                                                       (83,738)                    -
                                                                           ------------------    ------------------
  Gross Margin                                                                        109,286                     -

Expenses
  Selling, general and administrative expenses                                      1,827,959               914,469
                                                                           ------------------    ------------------

Operating Loss                                                                     (1,718,673)             (914,469)

Other income (expense):
   Write down of goodwill                                                                   -              (559,375)
    Interest                                                                           (8,120)               (4,603)

Minority Interest                                                                      92,976                22,837
                                                                           ------------------    ------------------

Loss before taxes                                                                  (1,633,817)           (1,455,610)
Income taxes                                                                                -                     -
                                                                           ------------------    ------------------

       Net Loss                                                            $       (1,633,817)   $       (1,455,610)
                                                                           ==================    ==================

Basic per Share Amounts
Net Income (Loss)                                                          $           (1.17)    $           (1.84)
                                                                           ==================    ==================

Weighted Average Shares Outstanding                                                 1,399,463               790,201
                                                                           ==================    ==================
</TABLE>




   The accompanying nots are an integral part of these financial statements.

                                      F - 5

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                           Common Stock                  Additional      Retained
                                                               ---------------------------------------
                                                   Preferred                                               Paid in       Earnings /
                                                     Stock       Shares        Amount     To be Issued     Capital       (Deficit)
                                                   ---------   -----------   -----------   -----------    -----------   -----------
<S>                                                <C>         <C>           <C>           <C>            <C>           <C>
Balance September 30, 2000                              --         710,871   $       711   $      --      $ 2,283,315   $(4,101,552)

October 18, 2000 Stock issued
   pursuant to a share exchange
   agreement with Vast Opportunity
   Limited                                              --          83,334            83          --          559,292          --
Stock issued in exchange for services                   --           2,000          --               2          6,598          --
Contributed Capital                                     --            --            --            --            2,500          --

Net Loss                                                --            --            --            --             --      (1,455,610)

                                                   ---------   -----------   -----------   -----------    -----------   -----------
Balance September 30, 2001                              --         796,205           794             2      2,851,705    (5,557,162)

Stock issued in exchange for
   consulting services                                  --       1,228,689           156         1,073        626,771          --
Issuance of stock to be issued                          --            --               2            (2)          --            --
December 30, 2001 Stock issued
   as consideration for payment of
   contract for construction of a web
   portal                                               --          18,958            19          --          119,981          --
September 2002 Stock issued in
   exchange for debt cancellation                       --       3,926,645          --           3,927      2,712,750          --
September 3, 2002 stock issued for
   cash pursuant to share purchase
   agreement                                            --       1,000,000          --           1,000        499,000          --
Net Loss                                                --            --            --            --             --      (1,633,817)

                                                   ---------   -----------   -----------   -----------    -----------   -----------
Balance September 30, 2002                              --       6,970,497   $       971   $     6,000    $ 6,810,207   $(7,190,979)
                                                   =========   ===========   ===========   ===========    ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                        For the Year Ended
                                                                                          September 30,
                                                                             ----------------------------------------
                                                                                    2002                  2001
                                                                             ------------------    ------------------
Cash Flows from Operating Activities:
<S>                                                                          <C>                   <C>
  Cash paid to suppliers and employees                                       $         (959,471)   $          390,302
                                                                             ------------------    ------------------
      Net cash used in operating activities                                            (959,471)              390,302
                                                                             ------------------    ------------------

Cash Flows from Investing Activities:
  Purchase of fixed assets                                                               (3,275)                    -
                                                                             ------------------    ------------------
      Net cash used by investing activities                                              (3,275)                    -
                                                                             ------------------    ------------------

Cash Flows from Financing Activities:
  Net advances from (repayments to) related parties                                     266,021              (399,838)
  Proceeds from common stock to be issued                                               500,000                 6,600
  Increase in amounts due from related parties                                           (4,504)                    -
  Increase in notes payables                                                             72,796                     -
  Advances from other payables                                                          161,278
  Contributed capital from shareholders                                                       -                 2,500
                                                                             ------------------    ------------------
      Net cash provided by financing activities                                         995,591              (390,738)
                                                                             ------------------    ------------------

Net change in cash and cash equivalents                                                  32,845                  (436)
Cash and cash equivalents at beginning of year                                               43                   479
                                                                             ------------------    ------------------

Cash and cash equivalents at end of year                                     $           32,888    $               43
                                                                             ==================    ==================
</TABLE>


















                                      F - 7

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                        For the Year Ended
                                                                                          September 30,
                                                                             ----------------------------------------
                                                                                    2002                  2001
                                                                             ------------------    ------------------
Reconciliation of Net Loss to Net Cash
 Used in Operating Activities:
<S>                                                                          <C>                   <C>
Net loss                                                                     $       (1,633,817)   $       (1,455,610)
Adjustments used to reconcile net loss to Net cash used in
operating activities:
Depreciation                                                                                229                   570
Goodwill writedown                                                                            -               559,375
Loss from asset written off                                                                 854                     -
(Increase) Decrease in rental deposits                                                 (341,731)              258,299
(Increase) Decrease in prepayments                                                       (2,420)                    -
(Increase) Decrease in other receivables                                                (38,924)                    -
Inventories                                                                             (35,930)                    -
Increase (Decrease) in accrued liabilities                                              111,276                52,377
Increase (Decrease) in other payables                                                  (993,742)              998,128
Increase (Decrease) in deferred membership fee income                                     8,114                     -
Stock issued for services                                                             1,948,843                     -
Minority Interest                                                                        17,777               (22,837)
                                                                             ------------------    ------------------

Net cash used in operating activities                                        $         (959,471)   $          390,302
                                                                             ==================    ==================
</TABLE>

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
-        On October 18,  2000,  2,500,000  shares of common stock were issued to
         acquire  49%  of  Infotech  Enterprises  Limited  pursuant  to a  share
         exchange agreement.
-        In  September  2002,  3,926,645  shares of common  stock were issued in
         exchange for cancellation of debt








   The accompanying notes are an integral part of these financial statements.

                                      F - 8

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

         This summary of accounting  policies for China World Trade  Corporation
is presented to assist in understanding the Company' financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         The Company 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 of the  Company  was  changed  to Txon  International  Development
Corporation.  On August 14,  2000 the  Company  acquired  100% of  Virtual  Edge
Limited  (a  British  Virgin  Islands  Company)  pursuant  to a  share  exchange
agreement.  On  September  15, 2000 the Company  changed its name to China World
Trade  Corporation.  The Company is in the  development  stage since January 29,
1998 (inception) and has not commenced planned principal operations.

         Pursuant to a Share Exchange Agreement entered into between the Company
and Vast  Opportunity  Limited  ("VOL"),  VOL  transferred  its 49 shares of the
common  stock,  par value $1 of  Infotech  to the  Company in  exchange  for the
issuance by the Company of  2,500,000  shares of its common stock with par value
of $0.001.

         The  transaction was completed on October 18, 2000 when Infotech became
a wholly-owned subsidiary of the Company, with 49% shareholding directly held by
the Company and 51%  shareholding  held by Virtual Edge Limited,  a wholly owned
subsidiary of the Company.

Principles of Consolidation

         The  consolidated  financial  statements  include the accounts of China
World Trade Corporation ("CWTC") and its wholly-owned subsidiaries:

o        Virtual Edge Limited  ("VEL"),  a British Virgin Islands  Company (100%
         owned by CWTC)
o        Infotech  Enterprises  Limited  ("Infotech"),  a British Virgin Islands
         Company (49% owned by CWTC and 51% owned by VEL)
o        Beijing World Trade Center Club ("BWTCC"), a People's Republic of China
         Company (75% owned by VEL)
o        Guangzhou  World  Trade  Centre  Club  Limited  ("GWTCC"),  a  People's
         Republic of China Company (75% owned by VEL)

                                      F - 9

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

         The results of subsidiaries  acquired during the year are  consolidated
from  their  effective  dates  of  acquisition.  All  significant  inter-company
accounts and transactions have been eliminated.

Nature of Business

         The  Company  through  its  subsidiaries  intends to build a  bilingual
(Chinese  and  English)  Business to Business  Portal,  and  establish a club in
Beijing to provide food and beverages,  recreation,  business  center  services,
communication and information services,  product exhibition services and trading
brokerage services to its member.

Cash Equivalents

         For the purpose of  reporting  cash flows,  the Company  considers  all
highly liquid debt  instruments  purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  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.

Translation of Foreign Currency

         The Companies  functional  currencies  include U.S. Dollars and Chinese
Renminbi.  All balance sheet accounts of foreign  operations are translated into
U.S.  dollars at the year-end rate of exchange and statement of operations items
are  translated  at the  weighted  average  exchange  rates  for the  year.  The
resulting  translation  adjustments are made directly to a separate component of
the  stockholders'   equity.   Gains  or  losses  from  other  foreign  currency
transactions, such as those resulting from the settlement of foreign receivables
or payables, are included in the Statements of Operations.



                                     F - 10

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Depreciation

         Property,  plant and equipment,  are stated at cost.  Depreciation  and
amortization  are computed  using the  straight-line  method over the  estimated
economic useful lives of the related assets as follows:

                  Furniture & Fixtures                        5-10 years
                  Equipment                                   3- 5 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

         The Company has adopted the Financial  Accounting  Standards Board SFAS
No., 121,  "Accounting  for the  Impairment of Long-lived  Assets." SFAS No. 121
addresses  the  accounting  for (i)  impairment of  long-lived  assets,  certain
identified  intangibles and goodwill  related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable  intangibles to be disposed
of.  SFAS No. 121  requires  that  long-lived  assets and  certain  identifiable
intangibles  be held and used by an entity be reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If the sum of the expected  future cash flows from the
used of the  asset  and  its  eventual  disposition  (undiscounted  and  without
interest  charges) is less than the carrying  amount of the asset, an impairment
loss is recognized.

Inventories

         Inventories comprise raw materials and merchandize goods, are stated at
the lower of cost and net realizable  value.  Cost of raw material is calculated
on the first-in  first-out by reference to invoiced  value.  Cost of merchandize
goods represents  actual purchase amount.  Net realizable value is determined on
the basis of anticipated sales proceeds less estimated selling expenses.


                                     F - 11

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

Net Loss per Common Share

         There are no dilutive  potential common stock  equivalents for 2002 and
2001 and are thus not considered.

         The reconciliations of the numerators and denominators of the basic EPS
computations are as follows:
<TABLE>
<CAPTION>
                                                                  2002
                                        ---------------------------------------------------------
                                                                 Number
                                                                   of
                                               Loss              Shares             Loss Per
                                                (numerator)      (denominator)              Share
                                        ------------------  -----------------   -----------------
<S>                                     <C>                         <C>         <C>
Loss to Common Shareholders             $       (1,633,817)         1,399,463   $         (1.17)
                                        ==================  =================   =================


                                                                  2001
                                        ---------------------------------------------------------
                                                                 Number
                                                                   of
                                               Loss              Shares             Loss Per
                                                (numerator)      (denominator)              Share
                                        ------------------  -----------------   -----------------
Loss to Common Shareholders             $       (1,455,610)           790,201   $         (1.84)
                                        ==================  =================   =================
</TABLE>

NOTE 2 - INCOME TAXES

         The Company has accumulated tax losses estimated at 7,190,979  expiring
in years beginning 2013.  Current tax laws limit the amount of loss available to
be offset against  future taxable income when a substantial  change in ownership
occurs. The amount of net operating loss carryforward available to offset future
taxable income will be limited if there is a substantial change in ownership. In
accordance with SFAS No. 109, a valuation  allowance is provided when it is more
likely than not that all or some  portion of the  deferred tax asset will not be
realized. Due to the uncertainty with respect to the ultimate realization of the
net operating loss carry forward,  the Company established a valuation allowance
for the entire net deferred income tax asset as of September 30, 2002.




                                     F - 12

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 3 - COMMITMENTS

         The  Company  has  subsidiaries  that  are  committed  under  long-term
operating  leases for rental of its offices  and clubs.  The  original  terms of
leases range from 5 months to 5 years, which are renewable.

         For certain leases,  the Group is required to pay additional rent based
on a certain percentage of sales.

Total rent expenses includes the following :
<TABLE>
<CAPTION>
                                                                                          September 31,
                                                                             ----------------------------------------
                                                                                    2002                  2001
                                                                             ------------------    ------------------
<S>                                                                          <C>                   <C>
Minimum Rent                                                                 $           82,808    $           90,341
Percentage rent based on sales                                                              922                     -
                                                                             ------------------    ------------------

                                                                             $           83,730    $           90,341
                                                                             ==================    ==================
</TABLE>

         As of  September  30,  2002 future  minimum  lease  payment  (excluding
percentage  rent) due under  existing  non-cancellable  operating  leases are as
follows :
<TABLE>
<CAPTION>

Fiscal years
<S>                                                                               <C>
 2003                                                                             $          517,684
 2004                                                                                        541,148
 2005                                                                                        572,554
 2006                                                                                        616,039
 2007                                                                                        543,563
                                                                                  ------------------
                                                                                  $        2,790,988
                                                                                  ==================
</TABLE>

NOTE 4 - DEMAND NOTE

         On February 15, 2001 the Company  entered into a promissory note with a
third party in the amount of 60,000 with a 12% annual  interest  rate and is due
upon demand. As of September 30, 2002 accrued principal and interest outstanding
is 72,796.



                                     F - 13

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 5 - RELATED PARTY TRANSACTIONS

(a)      Names and relationship of related parties Existing  relationships  with
         the Company


Mr. Roy Wu                           A director of immediate holding company
Mr. James Mak                        A director of a jointly  controlled  entity
Mr. John H. W. Hui                   A director of the Company
Mr. Steven K. F. Hui                 Close family member of a director of the
                                     company
Mr. Alfred Or                        A director of a subsidiary
Belford Enterprises Limited          A company in which a director of the
                                     company has beneficial interest
Main Edge International Limited      Ultimate holding company
Union East Consultants Limited       A company in which a director of the
                                     company has beneficial interest
PRC Partner                          PRC partner of a subsidiary
Guangzhou City International
  Exhibition Company                 PRC partner of a subsidiary


(b) Due to related parties:

         Between  September 1 and  September  12, 2002 the Company  entered into
agreements with its subsidiaries whereas the Company would take on $2,733,307.51
in debt from subsidiaries to related parties John Hui, Roy Wu, James Mak, Alfred
Or, Yes Mind  Investments  Limited,  Belford  Enterprises and other  non-related
parties. In exchange, the subsidiaries became liable to the Company for the same
amount of debt take on by the Company.  The Company also issued 3,926,645 shares
of common stock in exchange for cancellation of $380,113 in debt owed to related
parties of James Mak, Roy Wu, and Alfred Or as well as  $2,276,564  in debt owed
to additional third parties.



                                     F - 14

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE     5 - RELATED PARTY  TRANSACTIONS  (continued)  The amount due to related
         parties were as follows:
<TABLE>
<CAPTION>
                                                                                           September 31,
                                                                              ---------------------------------------
                                                                                     2002                 2001
                                                                              ------------------   ------------------
<S>                                                                           <C>                  <C>
Mr. James Mak                                                                 $            2,339   $           50,000
Mr. Roy Wu                                                                                     -               50,000
Mr. John H. W. Hui                                                                             -              452,446
Mr. Steven K.F. Hui                                                                       54,081               54,082
Mr. Alfred Or                                                                                  -              156,645
Belford Enterprises Limited                                                                    -               13,677
Union East Consultants Limited                                                           184,812                    -
Yes Mind Investments Limited                                                                   -              695,977
PRC Partner                                                                               31,707               49,827
                                                                              ------------------   ------------------
                                                                              $          272,939   $        1,522,654
                                                                              ==================   ==================
</TABLE>

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

(c) Due from a related party :
<TABLE>
<CAPTION>
                                                                                   September 31,
                                                                       --------------------------------------
                                                                              2002                2001
                                                                       ------------------  ------------------

<S>                                                                    <C>                 <C>
Mr. John H. W. Hui                                                     $            4,504  $                -
                                                                       ------------------  ------------------

Classified as current assets                                           $            4,504  $                -
                                                                       ==================  ==================
</TABLE>

NOTE 6 - ACQUISITION OF SUBSIDIARIES

         Pursuant to a Share Exchange Agreement entered into between the Company
and Vast  Opportunity  Limited  ("VOL"),  VOL  transferred  its 49 shares of the
common  stock,  par value $1 of  Infotech  to the  Company in  exchange  for the
issuance by the Company of  2,500,000  shares of its common stock with par value
of $0.001.

         The  transaction was completed on October 18, 2000 when Infotech became
a wholly-owned subsidiary of the Company, with 49% shareholding directly held by
the Company and 51%  shareholding  held by Virtual Edge Limited,  a wholly owned
subsidiary of the Company.


                                     F - 15

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 7  - STOCK OPTIONS AND WARRANTS

         Powertronic Holdings Limited ("Powertronic"),  a British Virgin Islands
company,  entered into a share purchase  agreement  dated September 3, 2002 (the
"First Share Purchase  Agreement") with the Company, to purchase 1,000,000 Share
and warrants (the "First Warrants") to purchase up to 2,000,000 Shares,  for the
total purchase price of US$500,000.00.  Additionally, Powertronic entered into a
second share  purchase  agreement  dated  December 17, 2002 ( the "Second  Share
Purchase  Agreement")  with the  Company,  to purchase an  additional  1,000,000
Shares and warrants  (the  "Second  Warrants")  to purchase up to an  additional
2,000,000  Shares,  for the total  purchase  price of  US$500,000.00.  The First
Warrants and The Second Warrants may be exercised within two year of their issue
at an exercise price of US$0.575 per Share.

         The  Company  entered  into a  share  exchange  agreement  (the  "Share
Exchange  Agreement")  dated as of December  17,  2002,  with Mr. Tsang Chi Hung
("Mr.  Tsang"),  the sole  beneficial  owner of the  share  capital  in  General
Business Network (Holdings) Ltd. ("GBN"),  a Hong Kong company.  Pursuant to the
Share Exchange Agreement,  the Company acquired from Mr. Tsang all of the issued
and outstanding  shares of GBN in exchange for four million  (4,000,000)  Shares
and  warrants  (the "Tsang  Warrants")  to purchase an  additional  four million
(4,000,000) Shares. The Tsang Warrants may be exercised within two year of their
issue at an exercise price of US$0.92 per Share.

         All options and warrants have been granted at exercise  prices  greater
than the market value on the date of granting.  All options vest 100% at date of
grant.
<TABLE>
<CAPTION>

                                                                                    2002                2001
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Options outstanding, beginning of year                                       $                -  $                -
  Granted                                                                             2,000,000                   -
  Canceled                                                                                    -                   -
  Exercised                                                                                   -                   -
                                                                             ------------------  ------------------

Options and warrants outstanding, end of year                                $        2,000,000  $                -
                                                                             ------------------  ------------------


Price for options and warrants outstanding, end of year                      $            0.575 $                 -


Options and warrants granted subsequent to year end                                   6,000,000                   -


Option and warrant price granted subsequent to year end                      $            0.805 $                 -
</TABLE>


                                     F - 16

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 8 - AGREEMENTS

         On November 10, 2001,  Virtual  Edge Limited  signed an agreement  with
Guangzhou City International Exhibition Company ("GCIEC") pursuant to which both
parties agreed to form a new jointly  controlled  entity named  Guangzhou  World
Trade Centre Club Limited ("GWTCC"). The total investment cost is $1,200,000 and
the registered  capital is $850,000.  The company is  responsible  for providing
$1,200,000  in  return  to share  75%  interest.  GWTCC  has been  approved  and
registered   with  the  Quangzhou   Industrial  and  Commercial   Administrative
Management  Bureau,  the PRC, on December 29, 2001. The license  granted for the
operation  of GWTCC is valid for a period of twenty  years  from  December  2001
through to December 2021. GWTCC is still in development  stage and is engaged in
the establishment of a club located in Guangzhou, the PRC. The club will provide
food and beverages, recreation, business center services, commercial and trading
brokerage services to its members.

         On October  25,  2001,  the  Company  signed on behalf of  Infotech  an
agreement with CBIT Corporation  Limited ("CBIT") whereby CBIT agrees to build a
Business-to-Business  Portal  for  the  consideration  of  $300,000.  40% of the
consideration  was settled by the  issuance  of new shares of common  stock with
value equivalent to $120,000 (the  "Consideration  Shares").  The issue price of
the Consideration Shares was calculated as the average closing price of the last
10 trading  days  before the  agreement  was signed.  On  December  30, 2001 the
Company issued 568,720 shares as consideration and the  corresponding  asset and
remaining  liability  have been booked.  The service  agreement  was  terminated
during  current  year and the cost of $120,000  was written off to  consolidated
statement of  operations.  It has been  determined  that the remaining  $180,000
liability and asset balance should be removed from the financial  statements due
to the termination of the service agreement.

         On November 27, 2001, the Company  entered into a consulting  agreement
with Guo Wei Bin.  The Company  agrees to appoint Guo Wei Bin as the  consultant
for the liaison with the relevant  Chinese  government  officials in relation to
the operations of the World Trade Center Clubs.  The agreement  shall be for the
term of 24 months and may be terminated by either party upon one month  advanced
written  notice.  The  Company  agreed to  compensate  Guo Wei Bin for  services
provided  through  the  issuance  of 300,000  new shares of common  stock of the
Company.  On December 30, 2001 the Company issued these shares as  consideration
and the corresponding expense has been booked.

         On November 29, 2001, the Company  entered into a consulting  agreement
with Lee Kit Bing.  The Company agrees to appoint Lee Kit Bing as the consultant
for the liaison  with the setting up of the World Trade  Center Clubs in the PRC
and the  continuation to liaise with relevant Chinese  Officials.  The agreement
shall be for the term of 24 months and may be terminated by

                                     F - 17

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 8 - AGREEMENTS (Continued)

either  party upon one month  advanced  written  notice.  The Company  agreed to
compensate Lee Kit Bing for services  provided through the issuance of 2,000,000
new shares of common  stock of the  Company.  On  December  30, 2001 the Company
issued  these shares as  consideration  and the  corresponding  expense has been
booked.

         On December 3, 2001,  the Company  entered into a consulting  agreement
with  Wong  Chi  Ming.  The  Company  agrees  to  appoint  Wong  Chi Ming as the
consultant to provide Hong Kong corporate finance services.  The agreement shall
be for the term of 24 months  and may be  terminated  by either  party  upon one
month advanced  written  notice.  The Company agreed to compensate Wong Chi Ming
for services  provided  through the  issuance of 2,000,000  new shares of common
stock of the Company.  On December  30, 2001 the Company  issued these shares as
consideration and the corresponding expense has been booked.

         On December 4, 2001,  the Company  entered into a consulting  agreement
with  Kwok  Shuk  Man.  The  Company  agrees  to  appoint  Kwok  Shuk Man as the
consultant  for the liaison with the relevant  Chinese  government  officials in
relation to the operations of the World Trade Center Clubs.  The agreement shall
be for the term of 24 months  and may be  terminated  by either  party  upon one
month advanced  written  notice.  The Company agreed to compensate Kwok Shuk Man
for services provided through the issuance of 300,000 new shares of common stock
of the  Company.  On  December  30,  2001 the  Company  issued  these  shares as
consideration and the corresponding expense has been booked.

         On May 1, 2002,  the Company  entered into a consulting  agreement with
Mr.  Bernard  Chan.  Mr  Chan  agrees  to be a  liaison  with  US SEC  attorney,
independent  auditor,  and public  relations.  He also agrees to assist with the
compilation and preparation of financial projections and assist in the Companies
business  activities and operations.  In return the Company agrees to pay $1,250
per month, issue stock worth $5,000 per month as determined by the closing price
of the Company on the last trading day of the preceding  month.  This  agreement
shall be for a term of twelve months and  automatically  renew for an additional
twelve  months,  unless  notice  is given by either  party  one  month  prior to
renewal.  The agreement was subsequently  changed to remove the $5,000 per month
of stock compensation as of August 1, 2002

         On July 30, 2002, the Company  entered into an agreement with Yungenghu
& Company to provide financial advisory services for evaluating the fund raising
plans,  development and  implementation  of a financing plan,  restructuring and
operation of target  companies,  evaluating the  engagement of any  professional
firms, and financial planning and coordinating the implementation of

                                     F - 18

<PAGE>


                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                     (Formerly A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (Continued)

NOTE 8 - AGREEMENTS (Continued)

transactions.  In return the  Company  agreed to pay a retainer  of $15,000  and
agreed  to issue  1,000,000  shares of its  registered  common  stock.  Upon the
closing  of any fund  raising  for the  Company  they  shall  receive  1% of the
aggregate principal amount of the securities sold up to $5,000,000,  0.9% of the
aggregate  principal  amount  of the  securities  sold  between  $5,000,000  and
$10,000,000,  and 0.8% of the  amount of  securities  sold over  $10,000,000.  A
warrant to purchase 1% of the  securities  sold in each  offering at an exercise
price  per  share  equal  to the  conversion  price  or the  issuance  price  of
securities  issued.  The  warrants  shall be  exercisable  after  one year  from
issuance thru year five.

NOTE 9 - GOING CONCERN

         Since  inception,  the  Company  has  incurred  recurring  losses  from
operations, has an accumulated deficit of $7,190,979 and $5,557,162 at September
30, 2002 and September 30, 2001  respectively and has a negative working capital
of $359,070 and  2,705,417 at September  30, 2002 and 2001  respectively.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.

         Continuation  of the  Company  as a going  concern  is  dependent  upon
obtaining  additional  working  capital and management has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding which will enable the Company to operate in the future.  However,  there
can be no  assurance  that the Company  will be  successful  with its efforts to
raise  additional  capital.  The  inability of the Company to secure  additional
financing  in the near term  could  adversely  impact  the  Company's  business,
financial position and prospects.


                                     F - 19