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, 2001
                                            ------------------

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 of Incorporation) (IRS Employer Identification No.)


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      X            No
    --------------        ---------------

         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        $0
                                                                ----------------

         State the aggregate  market value of the voting and  non-voting  common
equity held by  no-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.). 5,830,700

         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 January 30, 2002
there were 29,051,520 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.......................................................................10

Item 3.           Legal Proceedings.............................................................................10

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.................................................................................12

Item 7.           Financial Statements..........................................................................14

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure...........................................................14

                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.............................................14

Item 10.          Executive Compensation........................................................................16

Item 11.          Security Ownership of Certain Beneficial Owners and Management................................17

Item 12.          Certain Relationships and Related Transactions................................................18

Item 13.          Exhibits, List and Reports on Form 8-K........................................................19

Signatures        ..............................................................................................20

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

                                       1
<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,  including
those set forth below under "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.

            On August 10, 2001,  pursuant to a Share  Exchange  Agreement by and
among Main Edge  International  Limited,  a British Virgin  Islands  corporation
("Main Edge") Virtual Edge Limited,  a British Virgin  Islands  corporation  and
wholly owned  subsidiary of Main Edge  ("Virtual  Edge"),  Richard Ford,  Jeanie
Hildebrand and Gary Lewis, on August 14, 2001, 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 equal 75.16% of our issued
and outstanding shares after giving effect to the Acquisition.  On September 15,
2001 we effectuated an 8:1 forward split,  as a result Main Edge currently holds
15,689,400  shares of our common  stock which  shares equal 75.16% of our issued
and outstanding shares.

         We  filed a  report  on Form  8-K  with  the  Securities  and  Exchange
Commission on August 23, 2000 reporting the  Acquisition.  On September 25, 2000
we changed our name to China World Trade Corporation.

         Since the  acquisition we have continued the operations of Virtual Edge
which has been in the  development  stage since  inception  and has very limited
operations  to date due to a lack of capital.  Virtual Edge is  considered to be
our predecessor.

         Our objective is to broker deals  between  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 its  objective by creating an Internet  portal to serve  foreign
and Chinese small to medium sized  businesses  and by providing a physical venue
for executives to meet and network.

                                       2
<PAGE>

         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
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 which is engaged in building a bilingual  (Chinese
and English) Business-to-Business 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 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.

                                       3
<PAGE>

General Business Plan

         Our plan is to build what we believe is the first  Chinese  and English
Business-to-Business  portal-ChinaWTC.com.  This 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 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, 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.

         We will also  operate  World Trade  Center  Clubs where the members can
relax,  entertain and meet  potential  business  partners in person,  or via the
Video Conferencing  facilities of the World Trade Center  Association  worldwide
network. The Clubs will 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.

         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,

                                       4
<PAGE>

         *        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.

Corporate Chart


China World Trade
Corporation listed on
the OTCBB

        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

         Our marketing goal is to make the ChinaWTC.com  site into a distinctive
Chinese/English   language  Internet  portal  and  the  Guangzhou  Club  into  a
prestigious  trade  club in major  cities in the PRC.  We will  achieve  this 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

                                       5
<PAGE>

         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.

         Our initial target market will be small to medium sized businesses with
fewer than 500 employees and annual sales of  approximately  US$35  million.  We
will recruit local corporations to join the virtual membership in order to reach
the overseas  customers.  We will  leverage the existing  network of World Trade
Corporation  Association  members and small to medium sized business  clients to
gain a rapid and deep  penetration  of the active  members and  corporations  in
world trade. To enhance the success of the marketing program, We will offer what
it believes to be an attractive commission structure for sales associates.

Sources of Income

         Our revenue  will come from  subscriptions  advertisements  by vendors,
traders  and  suppliers,  transaction  fees on  ChinaWTC.com  and  web  solution
services  from  Infotech;  membership  subscription  and  monthly  dues,  food &
beverage sales and business services fees from the Clubs. Because of the initial
set up cost and the relatively small  membership  base,  Infotech is expected to
incur an operating loss for the first two years of operation. However, this loss
can be offset by the positive  contributions  from Guangzhou  World Trade Center
Club.

Competition

         With  respect  to  ChinaWTC.com,  management  believes  that it is in a
unique  position in that it believes  that it is the first company to offer such
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.

                                       6
<PAGE>

         *        China.com,  which was recently  listed on the Nasdaq  National
                  Market,  is also a  portal,  providing  free  email  and  news
                  headlines, has failed to capture member loyalty - down to 39th
                  in the  popularity  list of Chinese web sites - largely  again
                  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 is 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.

         We are alert and preparing for any  challenges.  With our current 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.

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 from
RMB 25 billion in 1997 to RMB 71 billion in 2002, at an annual  compound  growth
rate of 24%.. 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.



                                       7
<PAGE>

         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.

Governmental Regulation Of Our Operations In China

         All 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


                                       8
<PAGE>

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.

     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.



                                       9
<PAGE>

     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.

Employees

         As of September 30, 2001, we had 5 full-time employees.  We believe our
future  success  depends  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 it 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.

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 pending litigation.




                                       10
<PAGE>

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

           During  the  fourth  quarter  of the  fiscal  year  no  matters  were
submitted to the shareholders for approval.

                                     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 under the symbol TXON.  Our stock is now quoted under
the symbol CHWT.  The following  table sets forth the range of bid prices of our
common  stock as quoted on OTCBB  during the  periods  indicated  and the prices
reported represent prices between dealers, do not include markups,  markdowns or
commissions and do not necessarily represent actual transactions.
<TABLE>
<CAPTION>
   -------------------------------------------------- ------------------------- ------------------------------
                    Quarter Ended                               High                         Low
   -------------------------------------------------- ------------------------- ------------------------------
<S>                                                   <C>                       <C>
   September 30, 2001                                           .20                         .012
   -------------------------------------------------- ------------------------- ------------------------------
   June 30, 2001                                                .016                        .016
   -------------------------------------------------- ------------------------- ------------------------------
   March 31, 2001                                               .71                          .34
   -------------------------------------------------- ------------------------- ------------------------------
   December 31, 2000                                            2.06                         .12
   -------------------------------------------------- ------------------------- ------------------------------
</TABLE>
         Our common shares are issued in  registered  form.  Interwest  Transfer
Company in Salt Lake City,  Utah, is the  registrar  and transfer  agent for our
common stock.

         We  issued  300,000  shares of  common  stock to Mr.  Kwok Shuk Man for
services rendered pursuant to the terms of a consulting agreement dated December
4, 2001.  The shares were issued  pursuant to an  exemption  provided by Section
4(1) of the Securities Act of 1933, as amended.

         We  issued  300,000  shares  of  common  stock  to Mr.  Guo Wei Bin for
services rendered pursuant to the terms of a consulting agreement dated November
27, 2001.  The shares were issued  pursuant to an exemption  provided by Section
4(1) of the Securities Act of 1933, as amended.

         We  issued  60,000  shares  of  common  stock to Mr.  Bernard  Chan for
services rendered pursuant to the terms of a consulting agreement dated April 1,
2001. The shares were issued  pursuant to an exemption  provided by Section 4(1)
of the Securities Act of 1933, as amended.

         We issued  2,000,000  shares of  common  stock to Ms.  Lee Kit Bing for
services  rendered  pursuant  to the  terms  for a  consulting  agreement  dated
November 29, 2001. The shares were issued  pursuant to an exemption  provided by
Section 4(1) of the Securities Act of 1933, as amended.



                                       11
<PAGE>

         We issued  2,000,000  shares of common  stock to Ms.  Wong Chi Ming for
services rendered pursuant to the terms of a consulting agreement dated December
3, 2001.  The shares were issued  pursuant to an  exemption  provided by Section
4(1) of the Securities Act of 1933, as amended.


ITEM 6.           Management's Discussion and Analysis of Plan of Operations.

OVERVIEW

         Pursuant to the Share Exchange  Agreement  dated as of August 14, 2000,
by and us, Virtual Edge and Main Edge,  Main Edge  transferred all of the issued
and outstanding shares of the capital stock of Virtual Edge to us 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 8:1 forward
split on September  5, 2000,  Main Edge now holds  15,689,400  shares of our the
common stock.


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  ended September 30, 2001, and twelve-month  period ended September
30, 2000 and from  inception on January 29, 1998 to September 30, 2001. The data
should  be  read  in  conjunction  with  the  audited  and  unaudited  Condensed
Consolidated Financial Statements of the Company and related notes thereto.
<TABLE>
<CAPTION>
                                                 Twelve-month        Twelve-month      From inception
    (Amounts in thousands US$)                   period ended        period ended      Jan 29, 1998 to
                                                 Sep 30, 2001        Sep 30, 2000      Sep 30, 2001
                                                 ------------        ------------      ------------

<S>                                              <C>                 <C>               <C>
    Operating Revenue                            ----               ----                   ----

    Operating Expenses
    General,    Administrative   and   other     (1,478)            (3,749)                (5,589)
                                                 -------            -------                -------
    expenses

    Loss from Operations                         (1,478)            (3,749)                (5,589)
    Minority Interest                                23                  9                     32
                                                 -------            -------                -------

    Net Loss                                     (1,455)            (3,740)                (5,557)
                                                 =======            =======                =======
</TABLE>

                                       12
<PAGE>

         Operating Revenue

         We are still in its  development  stage and we have  operating  revenue
since inception on January 29, 1998 to September 30, 2001.

         Our aim to provide trade agency business linking companies in China and
the rest of the world.  We  currently  have  three  operating  arms,  namely the
Beijing  World Trade Center Club  ("BWTCC"),  Guangzhou  World Trade Center Club
("GWTCC") and Infotech Enterprises Limited ("Infotech"). BWTCC and GWTCC will be
engaged in the establishment of a business club located in Beijing, the PRC. The
club will provide 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.

         GENERAL AND ADMINISTRATIVE EXPENSES

TWELVE-month  period ended  September 30, 2000 compared to  twelve-month  period
ended September 30, 2001

         General and administrative expenses decreased by $2.0 million or 54% to
$1.5 million for the twelve-month  period ended September 30, 2001,  compared to
$3.7 million for the twelve-month  period ended September 30, 2000. The decrease
was mainly due to:

         i)       Accounting  treatment of one time  written-off  of goodwill in
                  the amount of $1.7  million was  included in the  twelve-month
                  period ended September 30, 2000;

         ii)      Accounting   treatment  of  one  time  written-off  of  rental
                  prepayment  in the amount of $1.4  million was included in the
                  twelve-month period ended September 30, 2000;

         iii)     Rental  payment of $396,000 for the club  premises in Beijing.
                  Rental  was  prepaid  for a  3-year  period  in 1999  and this
                  accounting  record is treated as  recognition  of expenses for
                  the twelve-month period ended September 30, 2000.



                                       13
<PAGE>

         Liquidity and Capital Resources

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

         There has been no other significant  change in financial  condition and
liquidity  since inception on January 29, 1998 to September 30, 2000. 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 EVENT

         On November  10,  2001,  Virtual  Edge  Limited,  the our wholly  owned
subsidiary signed an agreement with the Guangzhou City International  Exhibition
Company  pursuant to which both parties agreed to form a new jointly  controlled
entity named  Guangzhou  World Trade Center Club  Limited  ("GWTCC").  The total
investment  cost is US$1.2  million and the  registered  capital is  US$850,000.
GWTCC is engaged in the  establishment  of a club  located at  Goldlion  Digital
Network  Center in  Guangzhou,  the PRC. The club  provides  food and  beverage,
business  centers  services,  commercial and trading  brokerage  services to its
members. As of the second week of January 2002, GWTCC is fully functional.


ITEM 7. Financial Statements.

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


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

                                    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, 2001.  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.


                                       14
<PAGE>
<TABLE>
<CAPTION>

                     Name                   Age                                   Title
<S>                                         <C>       <C>
          John H.W. Hui                     42        President, Chairman of the Board and Secretary

          Alfred H.B. Or                    39        Chief Operating Officer and Director

          David Jones                       57        Vice President, Information Technology and Director

          Roy C.W. Wu                       57        Vice President, Club Management and Director

          Wai Tung Cheung                   44        Director

          James H.C. Mak                    53        Director
</TABLE>
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 10 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.

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.

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.

                                       15
<PAGE>

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.

Mr. Wai Tung Cheung, has been an independent  director since September 2001. Mr.
Cheung is the Chairman of  Cultureroom  Limited,  a listed  company in Hong Kong
Stock  Exchange and is  responsible  for the  corporate  strategic  planning and
business  development of the company.  Mr. Cheung has over 15 years senior level
management  experiences and is also the Chairman of ViaGOLD Capital  Limited,  a
company listed on the stock exchange of Australia. He was the CEO of COSCO Group
in Hong Kong and Singapore.

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), no officer,  director or 10% beneficial  shareholder failed to file on a
timely basis any reports  required by Section 16(a) of the  Securities  Exchange
Act of 1934, as amended.


ITEM 10.          Executive Compensation.

         The following table sets forth the compensation paid during fiscal year
ended September 30, 1999, 2000 and 2001 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  2001         $90,000         -          -          -            -           -          -
and Secretary
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
John Hui, CEO           2000      $28,624(1)(2)      -          -          -         210,000        -          -
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
Stephanie Harnicher
President and CEO       1999          $5,000         -          -          -            -           -          -
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
</TABLE>

                                       16
<PAGE>

(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, 2001,  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, 2001,  certain  corporate  actions
were conducted by unanimous written consent of the Board of Directors. Directors
receive  no  compensation  for  serving  on the  Board  of  Directors,  but  are
reimbursed for any out-of-pocket  expenses,  if any, incurred in attending board
meetings.


ITEM 11.         Security Ownership of Certain Beneficial Owners and Management.

         Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets  forth the number of shares of common  stock
beneficially owned as of September 30, 2001 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.
<TABLE>
<CAPTION>
                                                                                     Percentage Ownership(2)
                         Name/Address(1)                      Number of Shares

<S>                                                           <C>                    <C>
          John H.W. Hui                                            500,000                     **
          Alfred H.B. Or                                           275,000                     **
          David Jones                                              275,000                     **
          Roy C.W. Wu                                              375,000                     **
          Wai Tung Cheung                                          125,000                     **
          James H.C. Mak                                           200,000                     **
          Lee Kit Bing                                            2,000,000                   6.9%
          Wong Chi Ming                                           2,000,000                   6.9%
          Main Edge International Limited                        15,689,400                   54.7%

          All Officers and Directors as a Group (6               1,750,000*                   6.0%
          persons)
</TABLE>

                                       17
<PAGE>

**Less than 1%
(1)  Stock Option issued on October 23, 2000 with an exercise price of $2.18. As
     of the date hereof, no option have been exercised.

(2)  Based on 29,051,520 shares outstanding on January 30, 2002.


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                                     Chief Operating Officer and Director
Mr. Thomas C. Pai                                 Chief Financial Officer and Director
Mr. David Jones                                   Vice President, Information Technology and Director
Mr. Hui Wang                                      Director
Mr. Peter Hurst                                   Director
Mr. Wai Tung Cheung                               Director
Vast Opportunity Limited                          Minority shareholder of a subsidiary
Belford Enterprise Limited                        A company in which one of our directors has beneficial interest
Yes Mind Investments Limited                      A shareholder
Main Edge International Limited                   Our major shareholder
PRC Partner                                       PRC partner of a subsidiary
</TABLE>
         Management Fees for 2000 in the amount of $28,634 were paid to Mr. John
H.W. Hui and Mr. Alfred Or for the period from August 14, 2000,  the date of the
acquisition of Virtual Edge, to September 30, 2001, based on an annual amount of
$80,000 each.  Management Fees in the amount of $90,000 were paid to Mr. John H.
W. Hui during 2001.

          As of  September  30,  2001 and 2000 we owe the  following  amounts to
related parties.
<TABLE>
<CAPTION>
                                                                                       September 30
                                                                     -------------------------------------------------
                                                                               2001                     2000
                                                                     -------------------------- ----------------------
<S>                                                                  <C>                        <C>
Mr. James Mak                                                                   $50,000                    $  -
Mr. Roy Wu                                                                       50,000                    $  -
Mr. John H.W. Hui                                                               452,446                  58,757
Mr. Steven K.F. Hui                                                              54,082                 118,192
Mr. Alfred Or                                                                   156,645                  76,645
Vast Opportunity Limited                                                              -                 131,801
Belford Enterprises Limited                                                      13,677                 809,412
Yes Mind Investments Limited                                                    695,977                       -
Main Edge International Limited                                                       -                 695,977
PRC Partner                                                                      49,827                  31,708
                                                                     -------------------------- ----------------------
                                                                             $1,522,654              $1,922,492
</TABLE>
                                       18
<PAGE>


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


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

Exhibit Number                                                    Description

2.1    Share Exchange Agreement dated as of August 10, 2000, Incorporated
       herein by reference from our filing on Form 8-K filed on August 23, 2000.

3.1    Articles of Incorporation, Incorporated herein by reference from our
       fling on Form 10SB on December 12, 1999.

3.2    Bylaws Incorporated herein by reference from our filing on Form 10SB on
       December 12, 1999.

Reports on Form 8-K

None.


                                       19
<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:  February 6, 2002                          By:  /s/ John H.W. Hui
                                                       Name: John H.W. Hui
                                                       Title: 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: February 6, 2002                                By:  /s/ James Mak
                                                       Name: Jame Mak
                                                       Title: Director


Dated: February 6, 2002                                By:/s/ David Jones
                                                       Name: David Jones
                                                       Title: Voice President,
                                                       Information Technology
                                                       and Director

Dated: February 6, 2002                                By:/s/ John H.W. Hui
                                                       Name: John H.W. Hui
                                                       Title: President and
                                                       Secretary





                                       20
<PAGE>

                          CHINA WORLD TRADE CORPORATION
                                       AND
                                  SUBSIDIARIES

                          (A Development Stage Company)

                                      - : -

                              FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2001 AND 2000



<PAGE>








                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page

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

Consolidated Balance Sheets
  September 30, 2001 and 2000..........................................................F - 3

Consolidated Statements of Operations for the
   Years Ended September 30, 2001 and 2000 ............................................F - 4

Consolidated Statement of Stockholders' Equity
   Since January 29, 1998 (Inception) to September 30, 2001............................F - 5

Consolidated Statements of Cash Flows for the
   Years Ended September 30, 2001 and 2000.............................................F - 7

Notes to Consolidated Financial Statements.............................................F - 8
</TABLE>



<PAGE>







                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
China World Trade Corporation and Subsidiaries
(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,
2001 and 2000, and the related consolidated  statements of operations,  and cash
flows for the years  ended  September  30, 2001 and 2000,  and the  consolidated
statement  of  stockholders'  equity  since  January  29,  1998  (inception)  to
September 30, 2001 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 $143,578 and $260,564 as of September 30, 2001 and 2000
respectfully,  and total  revenues of $0 for the years ended  September 30, 2001
and 2000.  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, 2001 and 2000
and the  results  of its  operations,  and its cash  flows for the  years  ended
September 30, 2001 and 2000, in conformity with accounting  principles generally
accepted in the United States of America.

                                                   Respectfully submitted,



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

Salt Lake City, Utah
February 1, 2002


                                      F - 1

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                                  BALANCE SHEET
<TABLE>
<CAPTION>
                                                                        September 30,
                                                               -------------------------------
                                                                    2001             2000
                                                               ---------------  --------------
ASSETS

Current Assets
<S>                                                            <C>              <C>
  Cash and cash equivalents                                    $            43  $          479
  Rental deposits                                                            -         258,299
  Other receivables                                                        362             362
                                                               ---------------  --------------
Total Current Assets                                                       405         259,140

Fixed Assets
   Furniture and fixtures                                                2,848           2,848
   Less: Accumulated depreciation                                       (1,994)         (1,424)
                                                               ---------------  --------------
Total Fixed Assets                                                         854           1,424
                                                               ---------------  --------------

        Total Assets                                           $         1,259  $      260,564
                                                               ===============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accrued Liabilities                                          $       185,040  $      132,663
  Other Payables                                                       998,128               -
  Due to related parties                                             1,522,654       1,922,492
                                                               ---------------  --------------

          Total Liabilities                                          2,705,822       2,055,155
                                                               ---------------  --------------

Minority Interest                                                           98          22,935
                                                               ---------------  --------------

Stockholders' Equity
Preferred stock (par value $0.001), 10,000,000 shares
  authorized, no shares issued at September 30, 2001 and 2000                -               -
Common stock (par value $0.001), 50,000,000 shares
  authorized, 23,822,800 and 21,322,800 shares issued at
  September 30, 2001 and 2000                                           23,823          21,323
Common stock to be issued                                                   60               -
Capital in excess of par value                                       2,828,618       2,262,703
Deficit accumulated during development stage                        (5,557,162)     (4,101,552)
                                                               ---------------  --------------

          Total Stockholders' Equity                                (2,704,661)     (1,817,526)
                                                               ---------------  --------------

          Total Liabilities and Stockholders' Equity           $         1,259  $      260,564
                                                               ===============  ==============
</TABLE>
          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                      F - 2

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                    Since
                                                     For the Year Ended          Inception of
                                                        September 30,            Development
                                               -------------------------------
                                                    2001            2000            Stage
                                               --------------- ---------------  --------------

<S>                                            <C>             <C>              <C>
Revenues                                       $             - $             -  $            -
                                               --------------- ---------------  --------------

Expenses
  Selling, general and administrative expenses         914,469         701,748       1,977,983
                                               --------------- ---------------  --------------

Operating Loss                                        (914,469)       (701,748)     (1,977,983)

Other income (expense):
   Write down of goodwill                             (559,375)     (3,047,082)     (3,606,457)
    Interest                                            (4,603)              -          (4,603)

Minority Interest                                       22,837           9,044          31,881
                                               --------------- ---------------  --------------

Loss before taxes                                   (1,455,610)     (3,739,786)     (5,557,162)
Income taxes                                                 -               -               -
                                               --------------- ---------------  --------------

       Net Loss                                $    (1,455,610)$    (3,739,786) $   (5,557,162)
                                               =============== ===============  ==============

Basic per Share Amounts
Net Income (Loss)                              $         (0.06)$         (0.29)
                                               =============== ===============

Weighted Average Shares Outstanding                 23,706,042      13,065,584
                                               =============== ===============
</TABLE>







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

                                      F - 3

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                    Common Stock                                        During
                                                   -----------------------------------------------
                                     Preferred                                                        Excess of      Development
                                       Stock           Shares          Amount       To be Issued      Par value         Stage
                                   --------------  --------------  --------------  --------------- ---------------  --------------

<S>                                <C>             <C>             <C>             <C>             <C>              <C>
Stock issued in exchange for cash               -       2,200,000  $            -  $         2,200 $       107,800  $            -

Net Loss                                        -                 -               -               -                 -      (55,014)
                                   --------------  --------------  ------------------------------- ---------------  --------------

Balance September 30, 1998                      -       2,200,000               -            2,200         107,800         (55,014)

June 5, 2000 Reverse stock split
   1:10                                         -      (1,980,000)              -           (1,980)        (97,020)              -
September 5, 2000 Stock split 8:1               -       1,540,000               -            1,540          97,460               -

                                   --------------  --------------  ------------------------------- ---------------  --------------
Restated balance at September 30,
   1998                                         -       1,760,000               -            1,760         108,240         (55,014)

Issuance of common stock to be
   issued                                       -                           1,760           (1,760)              -                -
December 12, 1998 Stock issued in
   exchange for cash                            -       2,424,800           2,425                -         210,675               -
Contributed Capital                             -               -               -                -          39,615               -

Net Loss                                        -                 -               -               -                 -     (306,752)
                                   --------------  --------------  ------------------------------- ---------------  --------------

Balance September 30, 1999                      -       4,184,800  $        4,185  $               $   -   358,530  $     (361,766)
</TABLE>


                                      F - 4

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                     Common Stock                                       During
                                                    ----------------------------------------------
                                      Preferred                                                        Excess of      Development
                                        Stock           Shares          Amount       To be Issued      Par value         Stage
                                   ---------------  --------------  --------------  --------------  --------------- ---------------
<S>                                <C>             <C>             <C>             <C>             <C>              <C>
Balance September 30, 1999                       -       4,184,800  $        4,185  $               $   -   358,530 $      (361,766)

June 5, 2000 Stock issued in lieu of
   salaries                                      -      32,000,000          32,000               -          (28,000)              -
July 26, 2000 Stock option
   exercised at $0.02                            -       4,000,000           4,000               -            6,000               -
August 14, 2000 Cancellation of
   Shares                                        -     (34,996,400)        (34,996)              -           34,996               -
August 14, 2000 Stock issued in
   lieu of services                              -         445,000             445               -           52,121               -
August 14, 2000 Stock issued to
   acquire Virtual Edge Limited
   subsidiary                                    -      15,689,400          15,689               -        1,837,621               -
Contributed Capital                              -               -               -               -            1,435               -

Net Loss                                         -               -               -               -                -      (3,739,786)
                                    ---------------  --------------  --------------  --------------  --------------- ---------------
Balance September 30, 2000                       -      21,322,800          21,323               -        2,262,703      (4,101,552)

October 18, 2000 Stock issued
   pursuant to a share exchange
   agreement with Vast Opportunity
   Limited                                       -       2,500,000           2,500               -          556,875               -
Stock issued in exchange for services            -          60,000               -              60            6,540               -
Contributed Capital                                                                                           2,500

Net Loss                                         -               -               -               -                -      (1,455,610)
                                    ---------------  --------------  --------------  --------------  --------------- ---------------
Balance September 30, 2001                       -      23,882,800  $       23,823  $           60  $     2,828,618 $    (5,557,162)
                                    ===============  ==============  ==============  ==============  =============== ===============
</TABLE>
           The  accompanying  notes  are an  integral  part of  these  financial
statements.

                                      F - 5

<PAGE>



                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                    Since
                                                     For the Year Ended          Inception of
                                                        September 30,            Development
                                               -------------------------------
                                                    2001            2000            Stage
                                               --------------- ---------------  --------------
Cash Flows from Operating Activities:
<S>                                            <C>             <C>              <C>
  Cash paid to suppliers and employees         $        (9,536)$       (12,470) $     (361,486)
                                               --------------- ---------------  --------------
      Net cash used in operating activities             (9,536)        (12,470)       (361,486)
                                               --------------- ---------------  --------------

Cash Flows from Investing Activities:
  Investment in deferred development costs                   -               -          (6,000)
                                               --------------- ---------------  --------------
      Net cash used by investing activities                  -               -          (6,000)
                                               --------------- ---------------  --------------

Cash Flows from Financing Activities:
  Proceeds from common stock to be issued                6,600               -         329,700
  Proceeds from issuance of common stock                     -          10,479          10,479
  Contributed capital from shareholders                  2,500           1,435          27,350
                                               --------------- ---------------  --------------
      Net cash provided by financing activities          9,100          11,914         367,529
                                               --------------- ---------------  --------------

Net change in cash and cash equivalents                   (436)           (556)             43
Cash and cash equivalents at beginning of year             479           1,035               -
                                               --------------- ---------------  --------------

Cash and cash equivalents at end of year       $            43 $           479  $           43
                                               =============== ===============  ==============

Reconciliation of Net Loss to Net Cash
 Used in Operating Activities:
Net loss                                            (1,455,610)     (3,739,786)     (5,557,162)
Adjustments used to reconcile net loss to Net cash
used in operating activities:
Depreciation                                               570              54             624
Loss on Investments                                          -               -           6,000
Goodwill writedown                                     559,375       3,047,082       3,606,457
(Increase) Decrease in rental deposits                 258,299               -         258,299
Increase (Decrease)  in accounts payable                     -               -              86
Increase (Decrease) in accrued expenses                 52,377         575,390         627,767
Increase (Decrease) in accounts payable officers             -               -          16,200
Increase (Decrease) in due to related party           (399,838)         57,268        (342,570)
Increase (Decrease) in other payables                  998,128               -         998,128
Stock issued for services                                    -          52,566          52,566
Stock issued for salaries                                    -           4,000           4,000
Minority Interest                                      (22,837)         (9,044)        (31,881)
                                               --------------- ---------------  --------------

Net cash used in operating activities          $        (9,536)$       (12,470) $     (361,486)
                                               =============== ===============  ==============
</TABLE>
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
-       On August 14,  2000,  15,689,400  shares of common  stock were issued to
        acquire  Virtual  Edge  Limited and 34,  996,400  shares  were  canceled
        pursuant to a share exchange agreement.
-       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.
           The  accompanying  notes  are an  integral  part of  these  financial
statements.

                                      F - 6

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000


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.

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)

        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.

                                      F - 7

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

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

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 Currrency

        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.

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.








                                      F - 8

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

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

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                           5-  7 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.

Net Loss per Common Share

        There are no dilutive  potential  common stock  equivalents for 2001 and
2000 and are thus not considered.

        The  reconciliations of the numerators and denominators of the basic EPS
computations are as follows:







                                      F - 9

<PAGE>
                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

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

Net Loss per Common Share (Continued)
<TABLE>
<CAPTION>
                                                      2001
                                 -----------------------------------------------
                                                     Number
                                                       of
                                      Loss           Shares         Loss Per
                                     (numerator)   (denominator)           Share
                                 --------------  --------------  ---------------
<S>                              <C>             <C>             <C>
Loss to Common Shareholders      $   (1,455,610)     23,706,042  $       (0.06)
                                 ==============  ==============  ===============

                                                      2000
                                 -----------------------------------------------
                                                     Number
                                                       of
                                      Loss           Shares         Loss Per
                                     (numerator)   (denominator)           Share
                                 --------------  --------------  ---------------
Loss to Common Shareholders      $   (3,739,786)     13,065,584  $       (0.29)
                                 ==============  ==============  ===============
</TABLE>
NOTE 2 - INCOME TAXES

        The Company has accumulated tax losses estimated at $1,857,000  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, 2004.

NOTE 3 - GOING CONCERN / DEVELOPMENT STAGE

        The Company has not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.


                                     F - 10

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

NOTE 4 - COMMITMENTS

        As of  September  30,  2001 all  activities  of the  Company  have  been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 5 - RELATED PARTY TRANSACTIONS
<TABLE>
<CAPTION>
(a)     Names and relationship of related parties
        Existing relationships with the Company

<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 of the
                                                   Company
        Mr. Alfred Or                              Chief Operating Office and Director
        Mr. Thomas C. Pai                          Chief Financial Officer and Director
        Mr. David Jones                            Vice President, Information Technology and
                                                   Director
        Mr. Hui Wang                               Director
        Mr. Peter Hurst                            Director
        Mr. Wai Tung Cheung                        Director
        Vast Opportunity Limited ("VOL")           Minority shareholder of a subsidiary
        Belford Enterprises Limited                A company in which a director of the
                                                   Company has beneficial interest
        Yes Mind Investments Limited               A shareholder of the Company
        Main Edge International Limited            Major shareholder of the Company
        PRC Partner                                PRC partner of a subsidiary
</TABLE>
(b)     Summary of related party transactions

         Management Fees for 2000 in the amount of $28,634 were paid to Mr. John
H. W. Hui and Mr. Alfred Or for the period from August 14, 2000, the date of the
acquisition of Virutal Edge, to September 30, 2001, based on an annual amount of
$80,000 each.  Management Fees in the amount of $90,000 were paid to Mr. John H.
W. Hui during 2001.



                                     F - 11

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

(c)      As of  September  30,  2001  and 2000 the  Company  owes the  following
         amounts to related parties:
<TABLE>
<CAPTION>
                                                                        September 30,
                                                               -------------------------------
                                                                    2001             2000
                                                               ---------------  --------------

<S>                                                            <C>              <C>
Mr. James Mak                                                  $        50,000  $            -
Mr. Roy Wu                                                              50,000               -
Mr. John H. W. Hui                                                     452,446          58,757
Mr. Steven K.F. Hui                                                     54,082         118,192
Mr. Alfred Or                                                          156,645          76,645
Vast Opportunity Limited                                                     -         131,801
Belford Enterprises Limited                                             13,677         809,412
Yes Mind Investments Limited                                           695,977               -
Main Edge International Limited                                              -         695,977
PRC Partner                                                             49,827          31,708
                                                               ---------------  --------------

                                                               $     1,522,654  $    1,922,492
</TABLE>
The  amounts  due to related  parties  represent  unsecured  advances  which are
interest-free and repayable on demand.

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 - 12

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)


NOTE 7  - STOCK OPTIONS AND WARRANTS

        Pursuant  to the 2000 Stock  Option  Plan,  the Company  issued  500,000
options to officers and  consultants  with an exercise price of $0.02 per shares
with an expiration  date of May 27, 2002. As of September 30, 2001,  all options
have been exercised.

        On October 20,  2000,  the 2000 Stock  Option  Plan was  approved by the
written  consent of a majority  of  shareholders.  The purpose of the plan is to
attract,  motivate  and  retain  directors,   officers  and  key  employees  and
consultants  through  the  use  of  long-term   incentives  which  are  tied  to
shareholder value. The plan provides for a maximum of 3,000,000 shares of common
stock  awarded  under the plan.  As of  September  30, 2001 no options have been
granted under the plan

        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>
                                                                    2001             2000
                                                               ---------------  --------------
<S>                                                            <C>              <C>
Options outstanding, beginning of year                                       -               -
  Granted                                                                    -         500,000
  Canceled                                                                   -               -
  Exercised                                                                  -        (500,000)
                                                               ---------------  --------------

Options and warrants outstanding, end of year                                -               -
                                                               ---------------  --------------

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

Options and warrants granted subsequent to year end                          -               -

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

NOTE 8 - SUBSEQUENT EVENTS

        On November  10, 2001 Virtual  Edge  Limited  signed an  agreement  with
Guangzhou City  International  Exhibition Company pursuant to which both parties
agreed to form a new  jointly  controlled  entity  named  Guangzhou  World Trade
Center 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 in Guangzhou World Trade Center Club.
The

                                     F - 13

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

NOTE 8 - SUBSEQUENT EVENTS (Continued)

Completion of the  agreement was subject to approval from the  government of the
Peoples'  Republic of China (the "PRC") and only the certificate of approval for
establishment  of  enterprises  with foreign  investment  in PRC was obtained in
December  2001.  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 November  10, 2001 Virtual  Edge  Limited  signed an  agreement  with
Guangzhou City  International  Exhibition Company pursuant to which both parties
agreed to form a new  jointly  controlled  entity  named  Guangzhou  World Trade
Center 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 in Guangzhou World Trade Center Club.
The  Completion of the agreement was subject to approval from the  government of
the Peoples'  Republic of China (the "PRC") and only the certificate of approval
for establishment of enterprises with foreign  investment in PRC was obtained in
December  2001.  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  shall be 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 is calculated as the average  closing price of the
last 10 trading days upon signing of the 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  agrees to  compensate  Guo Wei Bin for  services
provided  through  the  issuance  of 300,000  new shares of common  stock of the
Company.



                                     F - 14

<PAGE>

                 CHINA WORLD TRADE CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000
                                   (Continued)

NOTE 8 - SUBSEQUENT EVENTS (Continued)

        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 either  party upon
one month advanced written notice. The Company agrees 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 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  agrees 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 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  agrees to  compensate  Kwok Shuk Man for services
provided  through  the  issuance  of 300,000  new shares of common  stock of the
Company.




                                     F - 15