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, 2003
                                ------------------

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
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                 (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)
--------------------------------------------------------------------------------




<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 $2,885,600
                                                                ----------

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

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

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

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

Yes                   No       X

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of share  outstanding of each of the issuer's  classes
of common  equity,  as of the latest  practicable  date. As of December 31, 2003
there were 15,981,601 shares of common stock issued and outstanding

         Transitional Small Business Disclosure Format (check one):

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



<PAGE>

                                     PART I

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

ITEM 1.  Description of Business.

Company History

         China  World  Trade   Corporation,   ("CWTC"  or  the   "Company)   was
incorporated  in the State of Nevada on January  29,  1998 under the name Weston
International   Development  Corporation  to  engage  in  any  lawful  corporate
undertaking, including, but not limited to construction and development services
for corporate global  expansion.  On July 28, 1998, the Company changed its name
to Txon International Development Corporation.

         On August 14, 2000, pursuant to a share exchange agreement dated August
10, 2000, by and among Main Edge International Limited, a British Virgin Islands
corporation  ("Main  Edge")  Virtual  Edge  Limited,  a British  Virgin  Islands
corporation and a wholly owned subsidiary of Main Edge ("Virtual Edge"), Richard
Ford,  Jeanie Hildebrand and Gary Lewis, the Company acquired from Main Edge all
of the shares of Virtual Edge (the  "Acquisition")  in exchange for an aggregate
of one million nine  hundred  sixty one  thousand,  one hundred and seventy five
(1,961,175)  shares of our  common  stock  which  shares  equaled  75.16% of the
Company's issued and outstanding  shares after giving effect to the Acquisition.
On  September  15,  2001 the Company  changed  its name from Txon  International
Development  Corporation to China World Trade  Corporation  and effectuated an 8
for 1 forward  stock split.  As a result of the forward  stock split,  Main Edge
held  15,689,400  shares of our common  stock which  shares  equal 75.16% of our
issued and outstanding shares.

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

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

         The  Company  entered  into a  share  exchange  agreement  (the  "Share
Exchange  Agreement")  dated as of December  17,  2002,  with Mr. Tsang Chi Hung
("Mr.  Tsang"),  the sole  beneficial  owner of the  share  capital  in  General
Business Network (Holdings) Ltd. ("GBN"),  a Hong Kong company.  Pursuant to the

<PAGE>

Share Exchange Agreement,  the Company acquired from Mr. Tsang all of the issued
and outstanding  shares of GBN in exchange for four million  (4,000,000)  Shares
and  warrants  (the "Tsang  Warrants")  to purchase an  additional  four million
(4,000,000)  Shares.  As of the  date  of  acquisition,  GBN  owned  two  rental
properties  located at 20/F.,  Goldlion Digital Network Center,  Unit 01-10, 138
Tiyu Road East, Tianhe,  Guangzhou,  the PRC and Flat B, 12/F., Champion Center,
301-309 Nathan Road, Hong Kong,  collectively valued in excess of US$ 4,000,000.
The  Tsang  Warrants  may be  exercised  within  two year of  their  issue at an
exercise price of US$0.92 per Share.

         On September  12, 2002,  1,000,000  shares and the first  warrants were
issued pursuant to the First Share Purchase Agreement. The Second Share Purchase
Agreement  and  the  Share  Exchange  Agreement  (the  "Acquisition")  was  each
completed on January 24, 2003 and on that date one million  (1,000,000)  Shares,
and the Second Warrants were issued to Powertronic and four million  (4,000,000)
Shares and the Tsang Warrants were issued to Mr. Tsang.

General

         Our  business  objective is to open and operate  business  clubs in the
major cities of China in association with the World Trade Center  Association in
order to position  ourselves as the platform to  facilitate  trade between China
and the world  market.  We currently  operate the  Guangzhou  World Trade Center
Club. The Beijing World Trade Center Club, which is located at 2nd Floor, Office
Tower II, Landmark Towers Beijing,  8 North Dongsanhuan  Road,  Beijing PRC, and
consisting  of 730 squaure  meters  (equivalent  to  approximately  8,000 square
feet), is currently under renovations and is expected to be fully operational in
the first  quarter of 2004.  Additionally,  we expect to open World Trade Center
Clubs  in  Shanghai  and  Shenzhen  in  2005.  Finally,  we  plan  to  create  a
Chinese/English  internet  portal to serve  foreign and Chinese  small to medium
sized  businesses.  No  assurances,  however,  can be  given  that  we  will  be
successful in our endeavors.

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

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

History of Virtual Edge

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

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

         On October 10,  1999,  Virtual  Edge signed an  agreement  with Belford
Enterprises Limited ("Belford") pursuant to which Belford agreed to transfer its
75% interest in Beijing World Trade Center Club ("BWTCC") to Virtual Edge. BWTCC
is engaged in the  establishment  of a club  located in  Beijing,  the PRC.  The
Beijing  World Trade Center  Club,  which is currently  being  renovated  and is
expected to be opened and operational in the first quarter of 2004, will provide
recreation,  business center services,  communication and information  services,
products exhibitions services,  commercial and trading brokerage services to its
members.


<PAGE>

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

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

General Business Plan

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

         As a whole,  the  consequential  lower barriers to entry into the China
market, and a more transparent  investment  environment,  will provide small and
medium sized foreign  enterprises  with investment  opportunities  for the first
time.

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

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

         The World Trade Centers supported by the WTCA provides  businesses with
access to a diverse array of  state-of-the-art  international trade services and
facilities  which enables them to increase  their  international  trade.  In the
WTCA,  every local  member of a WTC in a city is  automatically  a member of all
WTCs worldwide.  This helps the WTCs to market their local membership,  and also
vastly  increases  the  amount  of  services  that a WTC can  offer to its local
members.  Therefore,  the WTCs worldwide form a reciprocal  business network for

<PAGE>

businesses to access the international trade resources that may be expensive and
even inaccessible in a domestic environment.

         Our plan is to open and operate World Trade Center Clubs (the "Clubs"),
which will be  associated  with the World  Trade  Center  Association,  in major
cities in China,  where Club  members  can relax,  entertain,  network  and meet
potential business partners in person, or via the Video Conferencing  facilities
of the World Trade Center Association ("WTCA") worldwide network.

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

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

*        Chinese and western fine dining,

*        Seminar and conference rooms,

*        Library,

*        Executive suites,

*        Office  and  meeting  room   packages,

*        Videoconferencing  facilities

*        Exhibition rooms,

*        Cigar and wine corner,

*        Gym and fitness center, and

*        Massage, sauna and spas.

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

*        Liaison work with potential  trading partners,

*        International economic and trade exhibitions and seminars,

*        Interpreters and secretarial  services,

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

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

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

*        Legal consultancy and travel agency services.


<PAGE>

Marketing Strategy

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

         We will form  strategic  alliances  with  companies that can contribute
services and local  expertise in various market  sectors.  These  alliances will
increase our content and navigation  services,  support our advertising services
and expand our distribution networks.

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


Sources of Income

         The  Company's  source  of income  consists  of three  primary  revenue
components  -  The  World  Trade  Center  business,  value-added  services,  and
strategic investments.

         THE WORLD TRADE CENTER BUSINESS

         CWTC aims to be the  operator of World Trade  Centers in major  Chinese
cities.  While  the  worldwide  business  network  from WTCA  together  with the
reciprocal  services will be the core  attraction to business  persons in China,
the business community maintained by CWTC covering major cities in China will be
an even more  valuable  asset in the long term.  Through  its  presence in major
cities in China,  CWTC will develop a community of active business  persons from
small and medium sized enterprises with a comment interest in world trade.

         CWTC will implement the following  business  operations under the World
Trade Center Business Division.

         Business Club

         The Business  Club is a core  component of CWTC.  The target market for
the  Business  Club will be the owners and senior  managements  of the small and
medium sized  enterprises in China.  The Business Club will provide to members a
full  rage  of top  quality  commercial  and  recreational  services,  education
programs and the business  networking  programs,  and business  club  facilities
together with an elegant environment.


<PAGE>

         The CWTC Business Club will also help members to liaise with  potential
trading  partners  from  overseas,  to join  international  economic  and  trade
exhibitions and seminars, and to organize international business trips.

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

         The revenue of the Business  Club  business  will come from  membership
fees, fees collected from training and events such as seminars.

         Business Center

         The Business  Center is operated in parallel  with the  Business  Club.
While the  Business  Center's  services  are not  confined to member of the CWTC
Business Club,  member of the Club will enjoy special discounts for the Business
Center  services and more  dedicated  support from the staffs under the Business
Club. The Business Center will provide:

         Temporary offices
         Seminar and Conference rooms
         Video conferencing facility
         Exhibition rooms
         Interpreters and secretarial services
         Business consultation services

         The revenue comes from rental fees of facilities and services fees.

         Licensing of Intellectual Property Rights

         CWTC  intends to license  the China  World  Trade  Center  intellectual
property rights including the logo and trademark to third parties. The licensees
may use the logo and  trademark  of CWTC to quickly  establish a brand for their
products  such as  office  accessories,  or to  attract a group of  clients  for
certain  services such as credit cards.  Revenue is generated  from royalty fees
which may be paid in cash, stock or other property.

         The Credit Card division is the first example of licensing the logo and
brand name of CWTC to generate additional revenues. We have formed a partnership
with the  Agriculture  Bank of China  (ABC) to issue  co-brand  credit  cards in
Guangdong.

         THE VALUE-ADDED SERVICES

         CWTC will provide value-added services to generate additional revenues.
As a platform to facilitate the international trade and the organizer of a local
business  person's  community,  CWTC will  leverage  these  resources to develop
value-added services to domestic as well as international  business communities.
Such services include:


<PAGE>

         Business consultation services

         Assisting foreign  companies in establishing  their businesses in China
and assisting Chinese companies in developing the international  trade dimension
of  their  business.   Conducting  market  research,   industrial  research  and
competitive  researches for foreign  companies that are preparing to enter China
and providing product sourcing and matching services.  In addition, we intend to
assist local PRC companies to seek foreign capital for their expansion programs.

         Events management services

         Assisting  foreign companies to organize and participate in conferences
and  exhibitions  in China and  assisting  Chinese  companies  to  organize  and
participate in conferences and exhibitions overseas.

         Virtual Office

         Virtual office services help foreign  companies to establish a presence
in China at minimum cost. Foreign companies can also manage their  communication
with their China partners over the Internet.

         Since different  value-added  services require different  expertise and
strategies,  CWTC will establish  individual  operations and separate management
teams for each value-added service. The revenue of value-added business division
will be the services fees from various services rendered.

         STRATEGIC INVESTMENTS

         We will further  expand our  business  through  strategic  investments.
Strategic  ventures  which have no synergy  with our  business or have  negative
impact to our cash flow will not be  initially  considered.  A group of business
subsidiaries with synergies will enable us to gain organic growth and lead us to
evolve into a conglomerate in the Chinese business environment.

Competition

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


<PAGE>

Governmental Regulation Of Our Operations In China

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

         The Chinese Legal System

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

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

     Economic Reform Issues

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

o        We will be able to capitalize on economic reforms;
o        The Chinese  government  will  continue its pursuit of economic  reform
         policies;
o        The economic policies, even if pursued, will be successful;
o        Economic policies will not be significantly  altered from time to time;
         and
o        Business  operations  in China will not  become  subject to the risk of
         nationalization.


<PAGE>

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

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

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

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

     China's Accession into the WTO

         On November 11,  2001,  China signed an agreement to become a member of
the World Trade Organization sometimes referred to as the WTO, the international
body that sets most  trade  rules,  further  integrating  China  into the global
economy and  significantly  reducing  the  barriers to  international  commerce.
China's  membership  in the WTO was  effective on December  11, 2001.  China has
agreed upon its accession to the WTO to reduce tariffs and non-tariff  barriers,
remove  investment  restrictions,  provide trading and  distribution  rights for
foreign firms, and open various service sectors to foreign competition.  China's
accession to the WTO may  favorably  affect our business in that reduced  market
barriers and a more transparent investment environment will facilitate increased
investment  opportunities  in China,  while  tariff  rate  reductions  and other
enhancements will enable us to develop better investment  strategies and attract
investment capital. In addition, the WTO's dispute settlement mechanism provides
a credible and effective tool to enforce members' commercial rights.  Also, with
China's  entry to the WTO,  it is  believed  that the  relevant  laws on foreign
investment in China will be amplified and will follow common practices.

Employees

         As of September 30, 2003, we had 82 full-time employees. We believe our
future  success will depend in large part upon the continued  service of its key

<PAGE>

technical and senior management  personnel and its ability to attract and retain
technical  and  managerial  personnel.  There can be no  assurance  that we will
retain  our key  technical  and  managerial  employees  or that we can  attract,
assimilate or retain other highly qualified  technical and managerial  personnel
in the future.  None of our employees are subject to any  collective  bargaining
agreements.

ITEM 2.  Description of Property.

         Our main office and the  Guangzhou  World Trade Center Club  facilities
are located at 4th Floor,  Goldlion Digital Network Center,  138 Tiyu Road East,
Tianhe,  Guangzhou,  the PRC 510620.  Such office and club  facilities  are held
pursuant to a lease from  Guangzhou  Silver Disk Property  Management  Co. Ltd.,
which  provides for an aggregate  monthly  rental of  approximately  RMB$350,000
and expires on July 31, 2007.

         Our Beijing  World Trade  Center Club  facilities,  which is  currently
under renovation, will be located at 2nd Floor, Office Tower II, Landmark Towers
Beijing,  8 North  Dongsanhuan Road,  Beijing,  PRC. The five year lease for the
location  of the BWTCC  club  facilities,  which  runs from  February  1 2004 to
January 31, 2009, was executed by Beijing Landmark Towers Co Ltd. and BWTCC. The
terms of the lease provide for an aggregate  monthly rental and management  fees
of  approximately  RMB$121,180  and contains a rent free period from February 1,
2004 to January 31, 2006.

         Pursuant to the Share  Exchange  Agreement  dated  December  17,  2002,
entered  into by the Company and Mr.  Tsang Chi Hung,  the Company  acquired the
entire issued share capital of GBN,  which owns two commercial  properties,  one
located at 20/F.,  Goldlion  Digital Network Center,  Unit 01-10,  138 Tiyu Road
East, Tianhe,  Guangzhou,  the PRC (the "PRC Property") and the other at Flat B,
12/F.,  Champion  Center,  301-309  Nathan  Road,  Hong  Kong  (the  "Hong  Kong
Property"). The Company occupies most of the rental area of the PRC property and
rents out the Hong Kong Property at an annual rental income of HK$102,000.

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 of our  securities,  or any associate of any
such  director,  officer or  security  holder is a party  adverse to us or has a
material interest adverse to ours in reference to any pending litigation.


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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.

                                     PART II


ITEM 5.           Market For Common Equity and Related Stockholder Matters.

         Our common stock began quotation on the Over-the-Counter Bulletin Board
("OTCBB") on June 28, 2000 and was initially quoted under the symbol TXON before
the symbol was changed to CHWT. On June 26, 2002,  our common stock was delisted
from  trading  on OTCBB  for not  being a current  reporting  company  under the
Exchange Act of 1934.  Our common stock was then quoted under the symbol CWTD on
the Pink Sheet from  September  2002 to November  2003. As of November 26, 2003,
our common  stock was again  quoted on the OTCBB,  under the  symbol  CWTD.  The
following table sets forth the range of bid prices of our common stock as quoted
on the Pink Sheets LLP, respectively,  during the periods indicated.  The prices
reported represent prices between dealers, do not include markups,  markdowns or
commissions and do not necessarily represent actual transactions.


<PAGE>

                                                            High (1)         Low
         2003                  First Quarter                 0.0001          (2)
                               Second Quarter                0.0001          (2)
                               Third Quarter                 0.0001          (2)
                               Fourth Quarter                0.0001          (2)

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


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

(2)      Information not available.

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

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

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

Name of Creditor                      Date (2002)    No. of Consideration Shares

Mr. James Mak                         September 8             87,500

Mr. James Mak                         September 8             35,000

Mr. Roy Wu                            September 9             87,500

Mr. Alfred Or                         September 10           156,645

Mr. Andersen Chan                     September 10            60,000

Mr. Bernard Chan                      September 8             73,355

Superwear Limited                     September 9            500,000

Simple Forturn Inc.                   September 9            490,000

Sinogolf Limited                      September 9            510,000

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

Splendid Partner Holdings Limited     September 12           500,000

I&V Ltd.                              September 12           500,000


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


<PAGE>

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

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

         As of December 31, 2003,  there were 84 holders of record of 15,981,601
outstanding share of common stock of the Company.

         Dividends

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


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

                  All forward-looking  statements contained herein are deemed by
the  company  to be covered by and to  qualify  for the safe  harbor  protection
provided by the private  securities  litigation reform act of 1995.  Prospective
shareholders should understand that several factors govern whether any forward -
looking statement contained herein will be or can be achieved.  Any one of those
factors could cause actual  results to differ  materially  from those  projected
herein.  These  forward - looking  statements  include  plans and  objectives of
management for future operations, including plans and objectives relating to the
products  and  the  future  economic  performance  of the  company.  Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic,  competitive and market conditions,  future business decisions,
and the time and money required to successfully  complete development  projects,
all of which are difficult or impossible to predict accurately and many of which
are beyond the control of the company.  Although the company  believes  that the
assumptions  underlying the forward - looking  statements  contained  herein are
reasonable,  any of those  assumptions  could prove  inaccurate and,  therefore,
there can be no assurance that the results  contemplated in any of the forward -
looking statements contained herein will be realized. Based on actual experience
and  business  development,   the  company  may  alter  its  marketing,  capital
expenditure  plans or other  budgets,  which may in turn  affect  the  company's
results of operations. In light of the significant uncertainties inherent in the
forward  -  looking  statements  included  therein,  the  inclusion  of any such
statement should not be regarded as a representation by the company or any other
person that the objectives or plans of the company will be achieved.

         OVERVIEW

         Pursuant to the Share Exchange  Agreement  dated as of August 10, 2000,
by us, Virtual Edge Limited ("VEL"), and Main Edge International  Limited ("Main
Edge"),  Main Edge  transferred all of the issued and outstanding  shares of the

<PAGE>

capital  stock of VEL to the  Company in  exchange  of  1,961,175  shares of our
pre-split common stock, representing approximately 75% of our outstanding shares
of the common stock.  As a result of an 8-for-1 forward split that was effective
on 15th September 2000,  Main Edge held  15,689,400  shares of our common stock.
Furthermore,  subsequent  to two private  placement  financings  by  Powertronic
Holdings  Limited  ("Powertronic")  in  September  2002 and December  2002,  the
acquisition of all the issued and outstanding shares of General Business Network
(Holdings) Ltd.  ("GBN") in December 2002 and an 1-for-30 reverse split that was
effective on 1st September 2002, Mr. Chi Hung Tsang held 4,000,000 shares of our
common stock as of September 30, 2003 (representing  approximately  36.4% of the
total  issued and  outstanding  shares of our common  stock),  Powertronic  held
2,000,000 shares (or approximately  18.2%), and as a result, Main Edge held only
522,980 shares (or approximately 4.8%).


         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
years  ended  2003 and 2002.  The data  should be read in  conjunction  with the
audited and unaudited Condensed Consolidated Financial Statements of the Company
and related notes thereto.

                                                         Years
              (a)  (Amounts in                           ended
                 thousands US$)                       September 30,

                                                      2003      2002
 Revenues
   Sales                                             2,886       193
     COGS                                           (1,213)      (84)
                                                    ------    ------

 Gross Margin                                        1,673       109

 Operating Expenses
    General & Admin Exp                             (3,954)   (1,828)
                                                    ------    ------

 Loss from Operations                               (2,281)   (1,719)

 Other Income (Expense)
   Interest                                            (15)       (8)
   Others                                              (29)     --

 Minority interest                                     120        93
                                                    ------    ------

 Net Loss                                           (2,205)   (1,634)

Year Ended September 30, 2002 Compared to Year Ended September 30, 2001

         Operating Revenue

         The aim of the Company is to continue to provide trade agency  business
linking  companies in China and the rest of the world. As of September 30, 2003,

<PAGE>

we had  four  operating  arms,  namely  the  Beijing  World  Trade  Center  Club
("BWTCC"),  Guangzhou  World Trade Center Club ("GWTCC"),  Infotech  Enterprises
Limited ("Infotech), and General Business Network (Holdings) Limited. BWTCC will
be engaged in the  establishment of a business club located in Beijing and GWTCC
is engaged in the operation with the business club in Guangzhou,  the PRC. GWTCC
provides food and beverages, recreation, business center services, communication
and information  services,  products  exhibitions  services,  and commercial and
trading  brokerage  services.  Infotech  will  build a  bilingual,  English  and
Chinese, business-to-business portal for the Company as well as providing system
integration  related services to third parties customers and members.  GBN is an
investment  holding company,  which primarily  engages in property  investments,
advertising and promotional businesses and trading business.

         The Company has started to recruit members, and to provide consultancy,
catering and business  center services  through its subsidiary  GWTCC located in
Guangdong  Province,  the PRC since June 2002,  and trading  business  through a
subsidiary of GBN since March 2003.  Sales revenue for the year ended  September
30, 2003 was  $2,886,000,  compared to $193,000 for the year 2002, a significant
increase. Of the $2,886,000 revenue in year 2003, approximately $1,719,000 (60%)
was generated from providing club related services by GWTCC, $814,000 (28%) from
trading  business,  and the remaining  revenue of $353,000 (12%) from rental and
consultancy services.  Only US$193,000 was generated from providing club related
services by GWTCC for the year ended September 30, 2003.

         The management believes that as the economy in China and the businesses
of the Company continue to show improving sign, the revenue for the Company will
improve  significant  in the next twelve months.  In particular,  the management
anticipates  starting operation of the physical venue of BWTCC in Beijing in the
first quarter of 2004,  BWTCC is believed to have a significant  contribution to
the Company's corporate image and businesses.

         Costs of sales for the year ended September 30, 2003 was $1,213,000, as
compared  with $84,000 for the year 2002, a significant  increase.  The increase
was the result of  increase  in  activities  in relation to the club and trading
businesses.   Cost  of  sales  for  the  club  business  was  $423,000  for  the
twelve-month  period  ended  September  30, 2003 and for the  trading  business,
$790,000.


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  expenses  for  the  year  ended
September  30, 2003 was  $3,954,000,  as compared with  $1,828,000  for the year
2002, an increase of $2,126,000 or 116%. The increase was mainly due to:

         i)       Staff  Salaries,  Benefit  and  Allowances:   Staff  salaries,
                  benefit and  allowances  increased  by  $597,000  for the year
                  ended  September  30, 2003.  The increase was primarily due to
                  the  salaries,  benefit and  allowances  paid for staff in the
                  operations  of GWTCC.  As of September  2003,  the Company had
                  approximately 80 full-time employees,  down from 110 employees
                  six months ago.

         ii)      Rental, Rates, and Related Expenses: Rental, rates and related
                  expenses  increased by $615,000  for the year ended  September
                  30, 2003.  The increase was  primarily due to the occupancy of
                  the physical venue for the operation of GWTCC.


<PAGE>

         iii)     Utilities  Expenses:  Utilities  expenses  for the year  ended
                  September 30, 2003 was $196,000,  as compared with $36,000 for
                  the year 2002,  an  increase of  $160,000.  The  increase  was
                  primarily due to the operation of GWTCC.

         iv)      Commission  Expenses:  Commission  expenses for the year ended
                  September 30, 2003 was $146,000,  as compared with only a very
                  minimal  amount for the year 2002.  The increase was primarily
                  the commission paid to third party for assisting in recruiting
                  World Trade memberships.

As the businesses of the Company grow further,  the management believes that all
the  abovementioned  expenses  will  increase in  proportion  to the increase of
revenue for the next twelve months.  During the second  six-month period of year
2003,  the Company has taken  serious  actions to trim down full time  employees
from 110 to 82; as well as their related staff costs.


         Financial Income/(Expenses), Net

         There was $15,000 in interest  expenses  incurred  and accrued  from an
outstanding loan for the twelve-month period ended September 30, 2003. This loan
was made with a third party in February 2001. All interest  expenses in relation
to this loan were waived by the third party and the loan was subsequently repaid
by the Company in December 2003.


         Income Taxes

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

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

         Since the PRC subsidiaries have sustained losses for the PRC income tax
purposes,  the Company has not recorded  any PRC income tax expense.  PRC income
tax in the future will be calculated at the applicable rates relevant to the PRC
subsidiaries.

         Liquidity and Capital Resources

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

         The  Company  underwent  a 30-to-1  reverse  split of the shares of its
common stock and was effective on 1 September 2002.

         Between  September 1 and September 12, 2002,  the Company  entered into
agreements with its subsidiaries whereas the Company would take on approximately
$2.7 million in debt from subsidiaries to related parties, and in exchange,  the
subsidiaries became liable to the Company for the same amount of debt that takes
on by the Company.  The Company issued a total of 4 million post-split shares in
exchange  for  cancellation  of  approximately  $380,000 in debt owed to related
parties  as well as  approximately  $2.3  million in debt and fees owed to third
parties

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


<PAGE>

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


         OTHER SIGNIFICANT EVENTS

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

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

         On April 30, 2003, the Company, thru its subsidiary GWTCC, entered into
a cooperation  agreement with Agricultural  Bank of China,  Guangdong Branch, to
issue co-branded  credit cards, the "Kins World Trade" credit card.  Pursuant to
the agreement,  the Company will share certain revenue with Agricultural Bank of
China  from  incomes   derived  from  annual   membership  fees  and  merchants'
commissions.  The Company is working towards finalizing all legal and commercial
issues in connection with the issuance of these co-branded credit cards.

         On November 19, 2003, the Company entered into an acquisition agreement
(the  "Acquisition  Agreement")  with Mr.  Tsang  Chi Hung  ("Mr.  Tsang"),  the
beneficial  owner of the 21st to 23rd Floors of Goldlion Digital Network Center,
138 Tiyu Road East, Tianhe,  Guangzhou, the PRC ("the Premises"). On December 5,
2003,  pursuant to the  Acquisition  Agreement,  Mr.  Tsang  purchased  from the
Company 3,000,000 common shares and warrants to purchase an additional 6,000,000
common  shares for the rights to the after tax rental income of the Premises for
a five year period  commencing  on  December 1, 2003 and ending on November  30,
2008.

         On November 27, 2003, the Company,  thru its  subsidiary  BWTCC entered
into a lease  agreement with Landmark Towers Beijing Co. Ltd. to lease a 730 sq.
meter  (equivalent  to  approximately  8,000 sq. feet)  premises  located at 2nd
Floor,  Office Towers II,  Landmark Towers Beijing,  8 North  Dongsanhuan  Road,
Beijing, the PRC, for use as the clubs facilities.  The BWTCC is currently under
renovation  and is  expected to be opened for  business in the first  quarter of
2004.

CRITICAL ACCOUNTING POLICIES

Besides  the  accounting  policies  as  described  in  note 5 to  the  financial
statements for the year ended  September 30, 2003,  the  management  considers
that the Group has not adopted any other critical accounting policies.




<PAGE>




ITEM 7.  Financial Statements.

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

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                            Page
         Independent Auditor's Report

         Consolidated Balance Sheets
           September 30, 2003

         Consolidated Statements of Operations for the
           Years Ended September 30, 2003 and 2002

         Consolidated Statement of Stockholders' Equity
         Years Ended  September 30, 2002 and 2003

         Consolidated Statement of Cash Flows for the
           Years Ended September 30, 2003 and 2002

         Notes to Consolidated Financial Statements

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

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

ITEM 8A. Control and Procedures.

         Under the  supervision  and with the  participation  of our management,
including  the Chief  Executive  Officer and Chief  Financial  Officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer  and Chief  Financial  Officer  have  concluded  that  these  disclosure
controls and  procedures  are  effective.  There were no changes in our internal
control over financial  reporting  during the year ended September 30, 2003 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal controls over financial reporting.

                                    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 set forth the names and ages of all our
directors  and  executive  officers  and  the  key  management  personnel  as of
September 30, 2003.  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.

<PAGE>
<TABLE>
<CAPTION>
                        Name                     Age                Title
<S>                                              <C>      <C>
          William Tsang Chi Hung                 42       Chairman of the Board of Directors

          John H.W. Hui                          45       Vice Chairman of the Board of Directors and President

          Keith Yat Chor Wong                    48       Chief Financial Officer and Director

          Luo Chao Ming                          53       Director

          Chan Chi Ming                          42       Vice President, Information Technology and Director

          Roy Cho Woon Wu                        59       Senior Club Manager and Director

          James H.C. Mak                         55       Director

          Ringo Wing Hung Leung                  45       Director
</TABLE>

Mr. William Tsang

         Mr. William Tsang, the Chairman of the Board of Directors,  is a Member
of the Beijing Municipal Political Consultative  Conference and Honorary Citizen
of  Guangzhou  City.  Mr.  Tsang  is also  the  President  of the  Commercial  &
Industrial General  Association of New Territories of Hong Kong Ltd.,  Committee
Member of The Chinese  General  Chamber of Commerce,  Vice Chairman of Hong Kong
Chamber  of  Commerce  in China  -Guangdong,  and  Vice  Chairman  of  Guangzhou
Federation  of Industry &  Commerce.  He was an  executive  director of Goldlion
Holdings Ltd., a public company listed in Hong Kong Stock Exchange.

Mr. John H.W. Hui

         Mr. John H.W.  Hui, the Vice Chairman of the Board of Directors and the
President of the Company. Mr. Hui has over 10 years' experience in China trade &
investment.  He is responsible for overall planning and corporate development of
the Company.  Mr. Hui is also the  President of Beijing  World Trade Center Club
and Guangzhou  Word Trade Center Club. He has excellent  relationships  with the
Chinese   partners  (CCPIT)  and  the  principles  of  the  World  Trade  Center
Association in New York and other WTCs around the world.

         Mr.  Hui is a  current  member of the  Canada  China  Business  Council
Beijing, and American Chamber of Commerce, Guangdong.

Mr. Wong, Yat Chor Keith

         Mr. Wong,  the Chief  Financial  Officer and a Director of the Company,
has over twenty years experience as a professional  accounting manager. He holds
different  professional  qualifications  including ACIS (Associate Member of the
Institute of Chartered  Secretaries  and  Administrators,  Canada  Branch),  CGA
(Member of Certified General  Accountants  Association of B.C. and Canada),  CPA
(Member of  American  Institute  of  Certified  Public  Accountants  (AICPA) and
Washington  State Board of Accountancy),  AHKSA  (Associate  Member of Hong Kong
Society of Accountants).

Mr. Luo Chao Ming

         Mr. Luo, a Director,  has long-term  collaborative  relations with Hong
Kong  business  circles  and  associations.  He was  employed at the Xinhua News
Agency  Hong Kong Branch  from 1983 to 1996.  Mr. Luo joined  Xinhua News Agency
Hong  Kong  Branch  Guangzhou  Representative  Office  in 1996.  He is the Chief
Council Member of Guangdong Overseas Friendship Association,  and Council Member
of Guangzhou Overseas Friendship Association.

         Mr. Luo worked as the Electric  Design  Technician in Guangzhou  Design
Institute  and  the  Assistant  of  Electric  Technology   Specialty,   Electric
Engineering Department in Guangdong University of Technology.


<PAGE>

Mr. Chan Chi Ming

         Mr.  Chan,  a  Director  of  the  Company,  is  the  founder  of  Asian
Information  Resources  (Holding) Ltd. At the end of 1999, Mr. Chan successfully
led the Company  through its initial public  offering and its shares were listed
on the GEM Board of the Stock Exchange of Hong Kong Limited and was appointed as
the  Group  CEO  after  the  Company  was  listed.  Mr.  Chan  is the  Corporate
Development  Strategist  of a publicly  listed  company in the Hong Kong between
July  2001 and June  2003.  Mr.  Chan  specializes  in  content  and  technology
development and Chinese law and China affairs,  Mr. Chan is also an acknowledged
expert in networking, Internet technology, database technology and management of
technical resources.

Mr. James H.C. Mak

         Mr. Mak is the General  Manager of World Trade Center Club,  Hong Kong.
Mr. Mak has over 20 years of Senior  Management  in the F & B  industry.  He was
senior  administration  manager of Maxim's Group of  Restaurants.  As the deputy
general-manager  of Kai Shing  Management  Co.  Ltd. (a  subsidiary  of Sun Hung
Property Ltd.). He is in charge as general manager of the following clubs: Grand
Royal Club, Hong Kong and Hong Lok Yuen Country Club, Hong Kong.

Mr. Roy Cho Woon Wu

         Mr. Wu is currently the Senior  Club-Manager  of the World Trade Center
Club, H.K. Mr. Wu is also Senior  Club-Manager of the Grand Royal Club, Hong Lok
Yuen Country Club, H.K. Mr. Wu has over 30 years' Hotel & Restaurant  Management
experience. He was the Food and Beverage manager for the Peninsula Group in Hong
Kong, China Hotel in Canton, and New World Hotel in Beijing. Mr. Wu was also the
general manager of the New World Hotel of Xi'an in China.

Mr. Ringo Leung

         Mr. Ringo Leung Wing Hung, is currently a Director of the Company.  Mr.
Leung has over 20 years experience in leather goods and trading business. He was
a director of Pak Tak Co. Ltd, a leather goods trading  company from May 1980 to
January 1984.  Between 1984 and 2000, Mr. Leung was involved in trading business
of his own company.  From October 2000 to January  2003, he was the Assistant to
the Managing  Director of Goldlion (Far East) Limited.  Currently,  Mr. Leung is
also a director of Polysend Trading Limited.

There are no familial relationships between our officers and directors.

Section 16(a) Beneficial Ownership Compliance

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


ITEM 10.          Executive Compensation.

         The following table sets forth the compensation paid during fiscal year
ended September 30, 2001, 2002 and 2003 to our Chief Executive Officer. No other
executive officer received annual compensation in excess of $100,000 per annum.


<PAGE>
<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>
William Tsang,          2003         $141,026
Chairman
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------

John Hui, President     2003         $147,436
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------

John  Hui,   President  2002         $140,321        -          -          -            -           -          -
and Secretary
----------------------- --------- --------------- --------- ---------- ---------- -------------- --------- ----------
</TABLE>

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


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

         The  following  table sets  forth the number of shares of common  stock
beneficially owned as of September 30, 2003 by (i) those persons or groups known
to us who will  beneficially  own more than 5% of our  common  stock;  (ii) each
director and director nominee;  (iii) each executive officer whose  compensation
exceeded  $100,000 in the fiscal year ended  September 30, 2003 or calendar year
ended  December 31, 2002;  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
                         Name/Address(1)                      Number of Shares      Ownership(1)
                         ------------                         ----------------      ------------
<S>                                                           <C>                   <C>
          Wong Yat Chor, Keith (2) (3)                            1,000,000                9.12%
          Chan Sai Yee, Clarence (2) (3)                          1,000,000                9.12%
          Roy C.W. Wu                                                87,500                 **
          James H.C. Mak                                            122,500                 **
          Top-Trained Securities Ltd.                             1,000,000                9.12%
          Powertronic Holdings Limited (3)                        2,000,000               18.23%
          Tsang Chi Hung (4)                                      4,000,000               36.46%

          All Officers and Directors as a Group                   5,210,000               47.49%
          (8 persons)
</TABLE>

**Less than 1%
(1)      Based on 10,970,497 shares outstanding as of September 30, 2003 and not
         including  8,000,000 share of common stock to be issued on the exercise
         of the outstanding warrants.

(2)      Mr.  Wong  Yat  Chor,  Keith  and Mr.  Chan  Sai  Yee,  Clarence,  each
         indirectly owns 1,000,000 pursuant to their repsective 50% ownership of
         all the share capital of Powertronic Holdings Limited.

(3)      Assuming  Powertronic  Holdings  Limited does not exercise its right to
         purchase  4,000,000  shares of common  stock  pursuant to two  warrants
         issued by the Company.

(4)      Assuming  Tsang  Chi  Hung  does not  exercise  his  right to  purchase
         4,000,000  shares of common stock  pursuant to a warrant  issued by the
         Company.



<PAGE>

ITEM 12.  Certain Relationships and Related Transactions.

          The following table sets forth the names and  relationships of certain
related parties.
<TABLE>
<CAPTION>

Name                                        Existing relationships with the Company
----                                        ---------------------------------------
<S>                                         <C>
Mr. Alfred Or                               A shareholder and former director of the Company
Mr. Benny Cho                               A director of a subsidiary
Mr. Bernard Chan                            A shareholder of the Company
Mr. Bobby Yu                                A director of a subsidiary
Mr. Chan Chi Ming                           A director of the Company
Mr. James Mak                               A shareholder and director of the Company
Mr. John Hui                                A director of the Company
Mr. Ringo Leung                             A director of the Company
Mr. Steven Hui                              Close family member of a director of the Company
Mr. William Tsang                           A shareholder and director of the Company
Beijing Wanlong Economic Consultancy        PRC partner of a subsidiary
 Corporation Ltd.
Dimension Marketing Limited                 A shareholder of a subsidiary
 GBN(GZ)                                     An affiliate of the Company
Guangzhou City International Exhibition     PRC partner of a subsidiary
 Co.
Guangzhou Cyber Strategy Limited            A company in which a director of the Company has
                                             beneficial interest
Guangzhou Goldlion City Properties Co.,     A company controlled by close family members of a
 Ltd. director
Guangzhou Goldlion Commercial Network       A company controlled by close family members of a
 Co., Ltd.                                    director
Health & Wealth Inc.                        A company in which a director of the Company has
                                              beneficial interest
Pilot Management Limited                    A shareholder of a subsidiary
Union East Consultants Limited              A company in which a director of the Company has
                                              beneficial interest
</TABLE>


<PAGE>

         The  following is a summary of related party  transactions  of the year
ended September 30, 2002 and 2003.
<TABLE>
<CAPTION>
                                                                       Year ended September 30,
                                                              -----------------------------------------
                                                                           2002                   2003
                                                                            US$                    US$
Consultancy fee expenses to
---------------------------
<S>                                                           <C>                      <C>
Mr. Bernard Chan                                                              -                 17,948
Mr. Bobby Yu                                                                  -                  8,462
Mr. John Hui                                                                  -                146,436
Mr. William Tsang                                                             -                141,026
Mr. Chan Chi Ming                                                             -                 30,769
Beijing Wanlong Economic Consultancy Corporation Ltd.                         -                 18,122
Guangzhou City International Exhibition Co.                                   -                 18,122
Health & Wealth Inc.                                                          -                 15,024
                                                              ==================       ================


Rent and related expenses to
----------------------------
Guangzhou Goldlion City Properties Co., Ltd. And Guangzhou
 Goldlion Commercial Co., Ltd.                                                -                713,044
Dimension Marketing Limited                                                   -                  2,692
                                                              ==================       ================

Consultancy fee income from
---------------------------
Guangzhou Cyber Strategy Limited                                              -                288,462
                                                              ==================       ================

Membership fee income from
--------------------------
Guangzhou Cyber Strategy Limited                                              -                 48,024
Union East Consultants Limited                                                -                 32,016
                                                              ==================       ================

Assets purchased from
---------------------
Dimension Marketing Limited                                                   -                    691
                                                              ==================       ================

Personal guarantee granted from
-------------------------------
Mr. William Tsang                                                             -                 19,231
                                                              ==================       ================
</TABLE>


<PAGE>

The following is a summary of the amounts due from related parties:
<TABLE>
<CAPTION>
                                                                                                  As of
                                                                                          September 30,
                                                                                                   2003
                                                                                                    US$

<S>                                                                                   <C>
Mr. Alfred Or                                                                                     1,208
Guangzhou Cyber Strategy Limited                                                                 59,909
General (Guangzhou) Business Network Limited                                                     73,590
Pilot Management Limited                                                                          3,846
                                                                                      ------------------

Classified as current assets                                                                    138,553
                                                                                      ==================
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
         The following is a summary of the amounts due to related parties

                                                                                                 As of
                                                                                          September 30,
                                                                                                  2003
                                                                                                   US$

<S>                                                                                 <C>
Mr. William Tsang                                                                              475,224
Mr. Ringo Leung                                                                                  5,776
Mr. Chan Chi Ming                                                                                5,128
Mr. James Mak                                                                                    2,340
Mr. John Hui                                                                                    44,264
Mr. Steven Hui                                                                                  41,179
Guangzhou Goldlion City Properties Co., Ltd.                                                    17,022
Guangzhou City International Exhibition Company                                                  4,530
Beijing Wanlong Economic Consultancy Corporation Ltd.                                           31,708
Health & Wealth Inc.                                                                            18,421
Dimension Marketing Limited                                                                     80,645
                                                                                    -------------------

Classified as current liabilities                                                              726,237
                                                                                    ===================
</TABLE>

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



<PAGE>

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


Exhibit Number       Description

31.1     Principal  Executive Officer  Certification  pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

31.2     Principal  Financial Officer  Certification  pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

32.1     Principal  Executive Officer  Certification  pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002

32.2     Principal  Financial Officer  Certification  pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002

---------------------
*Incorporated  by reference to the respective  exhibits filed with the Company's
Current Report on Form 8K dated December 15, 2003.

Reports on Form 8-K

None.

ITEM 14.      Principal Accountant Fees and Services.

         Audit Fees.  Audit fees billed by Moores  Rowland  Mazars for  services
rendered in auditing our financial  statements for fiscal 2003 and reviewing the
financial  statements  included in our quarterly reports on Form 10-Q for fiscal
years 2003 totaled $44,872. Audit Fees billed by Robison, Hill & Co. in auditing
our financial statements for fiscal 2002 and reviewing the financial statements,
included  in our  quarterly  reports on Form 10-Q for fiscal  year 2002  totaled
13,346.

         Financial  Information  System Design and  Implementation  Fees. Moores
Rowland Mazars did not bill us for any financial  information systems design and
implementation services during fiscal year 2003 or 2002.

         All Other Fees.  No fees were billed by Moores  Rowland  Mazars for all
other non-audit services, including tax-related services, provided during fiscal
2003 and 2002.


<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:  January 13, 2004             By:  /s/ John H. W. Hui
                                     Name: John H.W. Hui
                                     Title: President and Director

         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:  January 13, 2004             By:  /s/ Keith Wong
                                     Name: Keith Wong
                                     Title: Chief Financial Officer and Director


<PAGE>



Independent Auditors' Report


To the Board of Directors and Stockholders of
China World Trade Corporation




We have audited the accompanying consolidated balance sheet of China World Trade
Corporation (a Nevada corporation) and subsidiaries as of September 30, 2003 and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year ended September 30, 2003. 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  audit.  The  financial
statements of the Group as of September 30, 2002 were audited by other  auditors
whose  report,  dated  March 17,  2003 and  included a going  concern  emphasize
paragraph, expressed an unqualified opinion on those statements.

We conducted our audit 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  statements  presentation.   We  believe  that  our  audit  provide  a
reasonable basis for our opinion.

In our opinion,  the 2003 consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of China World
Trade  Corporation and  subsidiaries as of September 30, 2003 and the results of
their  operations  and cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

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





/s/ Moores Rowland Mazars

Chartered Accountants
Certified Public Accountants
Hong Kong

Date: 13 January, 2004



<PAGE>
<TABLE>
<CAPTION>
China World Trade Corporation

Consolidated Statements of Operations
-------------------------------------------------------------------------------------------------------------------------

                                                                               Year ended September 30,
                                                                               ------------------------------------------
                                                                                            2002                    2003
                                                                     Note                    US$                     US$

<S>                                                                  <C>       <C>                     <C>
Operating revenues                                                                       193,024               2,885,600

Operating costs and expenses                                                            (83,738)             (1,213,169)

Selling, general and administrative expenses                                         (1,827,959)             (3,954,066)
                                                                               ------------------      ------------------

Loss from operations                                                                 (1,718,673)             (2,281,635)

Non-operating (expenses) income
Other income                                                                                   -                   2,490
Interest expense                                                                         (8,120)                (14,811)
Equity in net loss of affiliate                                       13                       -                (32,051)
                                                                               ------------------      ------------------

Loss before income taxes and minority interest                                       (1,726,793)             (2,326,007)

Provision for income taxes                                            7                        -                       -
                                                                               ------------------      ------------------

Loss before minority interest                                                        (1,726,793)             (2,326,007)

Minority interest                                                                         92,976                 120,471
                                                                               ------------------      ------------------

Net loss                                                                             (1,633,817)             (2,205,536)
                                                                               ==================      ==================

Loss per share of common stock                                        8
- Basic                                                                                   (0.23)                  (0.23)
                                                                               ==================      ==================

Weighted average number of shares of common stock outstanding                          6,970,497               9,699,264
                                                                               ==================      ==================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
China World Trade Corporation

Consolidated Balance Sheet
-------------------------------------------------------------------------------------------------------------------------

                                                                                                                  As of
                                                                                                              September
                                                                                                               30, 2003
ASSETS                                                                             Note                             US$

<S>                                                                                <C>                 <C>
Current assets
Cash and cash equivalents                                                                                       273,220
Trade and other receivables                                                         9                           240,293
Rental and other deposits                                                           10                          363,833
Prepayments                                                                                                      30,031
Inventories                                                                                                     325,494
                                                                                                       ------------------

Total current assets                                                                                          1,232,871

Goodwill                                                                            11                          251,448
Property, plant and equipment, net                                                  12                        2,881,585
                                                                                                       ------------------

Total assets                                                                                                  4,365,904
                                                                                                       ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Trade and other payables                                                            14                        1,809,380
Deferred income                                                                                                  39,991
Short-term bank loan                                                                15                          300,000
Long-term bank loan - current portion                                               16                           42,994
                                                                                                       ------------------

Total current liabilities                                                                                     2,192,365

Long-term bank loan - non-current portion                                           16                          459,344
                                                                                                       ------------------

Total liabilities                                                                                             2,651,709
                                                                                                       ------------------

Minority interest                                                                                                 3,531
                                                                                                       ------------------

Commitments and contingencies

Stockholders' equity
Preferred stock, par value of US$0.001 each;
   10,000,000 shares authorized, none issued or outstanding                                                           -
Common stock, par value of US$0.001 each;
   50,000,000 shares authorized, 10,970,497 shares issued at September 30,
   2003                                                                                                          10,971
Additional paid-in capital                                                                                   11,096,208
Accumulated deficit                                                                                          (9,396,515)
                                                                                                       ------------------

Total stockholders' equity                                                                                    1,710,664
                                                                                                       ------------------

Total liabilities and stockholders' equity                                                                    4,365,904
                                                                                                       ==================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
China World Trade Corporation

Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------------------------------------------------

                                                                                         Year ended September 30,
                                                                                  ---------------------------------------
                                                                                  ----------------     ------------------
                                                                                            2002                   2003
                                                                        Note                   US$                  US$

Cash flows from operating activities:
<S>                                                                     <C>       <C>                  <C>
Net loss                                                                              (1,633,817)           (2,205,536)

Adjustments to reconcile net loss to net cash used in operating activities:
         Minority interest                                                                17,777              (120,471)
   Equity in net loss of affiliate                                                             -                 32,051
   Stock issued for services                                                           1,948,843                600,000
   Property, plant and equipment written off                                                 854
   Depreciation                                                                              229                 79,303
   Impairment loss on property, plant and equipment                                            -                106,975
   Increase in deferred income                                                             8,114                 31,877
   Changes in working capital:
     Trade and other receivables                                                        (38,924)               (89,875)
     Rental and other deposits                                                         (341,731)               (11,484)
         Prepayments                                                                     (2,420)               (23,299)
     Inventories                                                                        (35,930)              (289,564)
     Trade and other payables                                                          (882,466)              1,222,960
                                                                                  ----------------     ------------------

Net cash used in operating activities                                                  (959,471)              (667,063)
                                                                                  ----------------     ------------------

Cash flows from investing activities:
Acquisition of subsidiary                                                20                    -                123,707
Acquisition of an affiliate                                                                    -                (32,051)
Acquisition of property, plant and equipment                                              (3,275)               (92,824)
                                                                                  ----------------     ------------------

Net cash used in investing activities                                                     (3,275)                (1,168)
                                                                                  ----------------     ------------------

Cash flows from financing activities:
Proceed from common stock to be issued                                                   500,000                      -
Capital contribution from minority shareholder of a subsidiary                                 -                106,225
Increase in notes payables                                                                72,796                      -
Advances from other creditors                                                            161,278                      -
Net advances from related parties                                                        261,517                      -
Proceed from new bank loan                                                                     -                812,820
Repayment of amount borrowed                                                                   -                (10,482)
                                                                                  ----------------     ------------------

Net cash provided by financing activities                                                995,591                908,563
                                                                                  ----------------     ------------------
Net increase in cash and cash equivalents                                                 32,845                240,332

Cash and cash equivalents at beginning of year                                                43                 32,888
                                                                                  ----------------     ------------------

Cash and cash equivalents at end of year                                                  32,888                273,220
                                                                                  ================     ==================

Analysis of balances of cash and cash equivalents
Cash and bank balances                                                                    32,888                273,220
                                                                                  ================     ==================

Non-cash investing and financing activities
Common stock issued for services                                                         729,969                600,000
Purchase of subsidiary by issuance of common stock                       20                    -              3,200,000
                                                                                  ================     ==================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
China World Trade Corporation

Consolidated Statements of Stockholders' Equity
-------------------------------------------------------------------------------------------------------------------------

                                                     Common stock
                                      ---------------------------------------------
                                                                            Amount       Additional
                                                              Amount         to be          paid in          Accumulated
                                                              issued        issued          capital              deficit
                                        No. of shares            US$           US$              US$                  US$
                                      ----------------  -------------  ------------  ---------------  -------------------
<S>                                   <C>               <C>            <C>           <C>              <C>
Balance as of September 30, 2001             796,205               794          2         2,851,705          (5,557,162)

Stock issued for services on December
   20, 2001                                1,228,689               156      1,073           626,771                   -
Issuance of stock to be issued                     -                 2         (2)                -                   -
Stock issued for construction of a web
   portal on December 20, 2001                18,958                19          -           119,981                   -
Stock issued in exchange for debt
   cancellation on September 12, 2002      3,926,645                 -      3,927         2,712,750                   -
Stock issued for cash on September 12,
   2002                                    1,000,000                 -      1,000           499,000                   -
Net loss                                           -                 -          -                 -          (1,633,817)
                                      ----------------  -------------  ------------  ---------------  -------------------

Balance as of September 30, 2002           6,970,497               971      6,000         6,810,207          (7,190,979)

Stock issued in exchange for
   shareholdings in a subsidiary on
   January 24, 2003                        4,000,000             4,000          -         3,196,000                   -
Adjustment to value of stock
   issued for services on
   January 22, 2003                                -                 -          -           300,000                   -
Cancellation of stock issued for
   services on October 1, 2002            (1,000,000)                -     (1,000)           (8,999)                  -
Issuance of stock to be issued on
   January 22, 2003                                -             5,000     (5,000)                -                   -
Issuance of stock for cash and
   services on January 24, 2003            1,000,000             1,000          -           799,000                   -
Net loss                                           -                 -          -                 -          (2,205,536)
                                      ----------------  -------------  ------------  ---------------  -------------------

Balance as of September 30, 2003          10,970,497            10,971          -        11,096,208          (9,396,515)
                                      ================  =============  ============  ===============  ===================
</TABLE>


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

1.       ORGANIZATION AND NATURE OF BUSINESS

         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%  shareholdings of Virtual Edge Limited,  a British Virgin
         Islands ("BVI") company,  pursuant to a share exchange  agreement dated
         August 10, 2000. On September 15, 2000 the Company  changed its name to
         China World Trade Corporation.

         One of its subsidiaries  incorporated in the People's Republic of China
         ("PRC") has  commenced  its  business in providing  catering  services,
         product exhibition  services,  business center and conference services,
         and communication and information  services to its members since August
         1, 2002.

         Pursuant  to the Share  Exchange  Agreement  entered  into  between the
         Company and Mr. William Tsang on December 17, 2002, Mr. Tsang agreed to
         transfer 10,000 ordinary shares of General Business Network  (Holdings)
         Limited  ("GBN") to the  Company in  exchange  for the  issuance by the
         Company of 4,000,000  shares of its common stock and a two-year warrant
         (the "Warrant") to purchase up to 4,000,000  shares of the common stock
         of the Company.  The Warrant is  exercisable  at a price of US$0.92 per
         share.  The  acquisition,  which was mainly carried out for the Group's
         expansion purposes,  was completed on January 24, 2003 and GBN became a
         wholly-owned  subsidiary of the Company.  GBN was  incorporated in Hong
         Kong  on  July  15,  2002  and  is  principally   engaged  in  property
         investments and investment holding.

         Details of the  subsidiaries  and their principal  activities as of the
         date of this report are summarized below:
<TABLE>
<CAPTION>
                                                     Date of
                                                acquisition/         Place of   Equity interest owned         Principal
        Name of company                            formation    incorporation          by the Company        activities
                                                                                 Direct     Indirect

<S>                                        <C>                  <C>             <C>         <C>              <C>
        Virtual Edge Limited                 August 14, 2001              BVI     100%         -             Investment
                                                                                                                holding
        General Business Network            January 24, 2003        Hong Kong     100%         -             Investment
           (Holdings) Limited                                                                               holding and
                                                                                                             properties
                                                                                                             investment
        Guangzhou World Trade Centre       December 29, 2001              PRC      -          75%         Club services
           Club
        Polysend Trading Limited               March 6, 2003        Hong Kong      -          70%       Leather trading
        Dimension Marketing (China)           March 14, 2003        Hong Kong      -          51%           Advertising
           Limited                                                                                             business
        Infotech Enterprises Limited            July 2, 1999              BVI     49%         51%              Inactive
        Beijing World Trade Centre             April 1, 1999              PRC      -          75%              Inactive
           Club
        GBN Wealth Management Limited          April 4, 2003        Hong Kong      -          70%              Inactive
        Topstar International Limited         March 18, 2003              BVI      -          100%             Inactive
</TABLE>

<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

2.       BASIS OF PRESENTATION

         The  financial   statements  have  been  prepared  in  accordance  with
         generally  accepted  accounting  principles  in the  United  States  of
         America ("USGAAP").  This basis of accounting differs from that used in
         the statutory financial statements of the subsidiaries  incorporated in
         BVI,  Hong Kong and the PRC,  which were  prepared in  accordance  with
         generally  accepted  accounting   principles  in  Hong  Kong,  and  the
         accounting principles and the relevant financial regulations applicable
         to enterprises with foreign  investments as established by the Ministry
         of Finance of China respectively.

3.       PREPARATION OF FINANCIAL STATEMENTS

         The Group has a negative  working capital of US$866,077 as of September
         30,  2003.  In  addition,  the  Group  had a loss of  US$2,176,151  and
         US$1,633,817   for  the  years  ended   September  30,  2003  and  2002
         respectively.  These  conditions  raise  substantial  doubt  about  the
         Group's ability to continue as a going concern.

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

4.       NEW ACCOUNTING PRONOUNCEMENTS

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
         issued  FASB  Interpretation  No.  46,  ("FIN  46")  "Consolidation  of
         Variable  Interest  Entities"  which  changes the criteria by which one
         company  includes   another  entity  in  its   consolidated   financial
         statements.   FIN  46  requires  a  variable   interest  entity  to  be
         consolidated  by a company if that  company is subject to a majority of
         the risk of loss from the  variable  interest  entity's  activities  or
         entitled  to receive a majority  of the  entity's  residual  returns or
         both. The  consolidation  requirements  of FIN 46 apply  immediately to
         variable interest entities created after January 31, 2003, and apply in
         the first fiscal  period  beginning  after June 15, 2003,  for variable
         interest  entities  created prior to February 1, 2003.  The  management
         believes  that adoption of this  statement  does not have impact on the
         Group's financial statements.

         In May 2003, the FASB issued Statement of Financial Accounting Standard
         ("SFAS") No. 150,  "Accounting for Certain  Financial  Instruments with
         Characteristics  of both  Liabilities  and  Equity".  The  SFAS  No.150
         improves the accounting for certain  financial  instruments that, under
         previous  guidance,  issuers  could  account for as equity and requires
         that those  instruments  be classified as  liabilities in statements of
         financial   position.   In  addition  to  its   requirements   for  the
         classification  and measurement of financial  instruments in its scope,
         SFAS No.  150  also  requires  disclosures  about  alternative  ways of
         settling the instruments and the capital structure of entities,  all of
         whose shares are mandatorily  redeemable.  Most of the guidance in SFAS
         No. 150 is  effective  for all  financial  instruments  entered into or
         modified  after  May  31,  2003,  and  otherwise  is  effective  at the
         beginning of the first interim  period  beginning  after  September 15,
         2003.  Management  believes  that adoption of the SFAS No. 156 does not
         have significant impact on its consolidated financial statements.

<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

5.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Basis of accounting
                  The  financial  statements  are  prepared in  accordance  with
                  generally  accepted  accounting  principles  in  the  US.  The
                  measurement  basis used in the  preparation  of the  financial
                  statements  is  historical  cost.  Cost in  relation to assets
                  represents  the cash paid or the fair value of the assets,  as
                  appropriate.

         (b)      Principles of consolidation
                  The consolidated  financial  statements  include the financial
                  information of the Company and its  subsidiaries.  The results
                  of  subsidiaries  acquired  or disposed of during the year are
                  consolidated  from or up to the date of their  effective dates
                  of acquisition or disposal respectively.

                  All material  intercompany balances and transactions have been
                  eliminated in consolidation.

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

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

         (d)      Revenue recognition
                  The Group  recognizes  revenue  in  accordance  with SEC Staff
                  Accounting Bulletin No. 101, "Revenue Recognition in Financial
                  Statements",  when the title  and risk of loss have  passed to
                  the customer,  there is persuasive evidence of an arrangement,
                  delivery  has  occurred or services  have been  rendered,  the
                  sales price is determinable,  and collectibility is reasonably
                  assured.  Services revenue is recognized when the services are
                  provided.

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

         (f)      Statement of cash flows
                  Cash  equivalents  are defined as  short-term,  highly  liquid
                  investments  that are readily  convertible to known amounts of
                  cash and which are subject to an insignificant risk of changes
                  in  value.  An  investment   normally   qualifies  as  a  cash
                  equivalent only when it has a maturity of three months or less
                  from its acquisition date.




<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

5.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (g)      Translation of foreign currency
                  The  subsidiaries  maintain their accounting books and records
                  in United States Dollars  ("US$"),  Hong Kong Dollars  ("HK$")
                  and Renminbi ("RMB"). Foreign currency transactions during the
                  year  are  translated  to  US$  at the  approximate  rates  of
                  exchange  on the dates of  transactions.  Monetary  assets and
                  liabilities  denominated in foreign currencies at year end and
                  translated at the approximate  rates of exchange ruling at the
                  balance sheet date.  Non-monetary  assets and  liabilities are
                  translated at the rates of exchange prevailing at the time the
                  asset or liability was acquired.  Exchange gains or losses are
                  recorded in the statements of operations.

                  On consolidation, the financial statements of the subsidiaries
                  whose   accounting   books  and  records  are  denominated  in
                  currencies  other than US$ are  translated  into US$ using the
                  closing  rate  method,  whereby  the  balance  sheet items are
                  translated into US$ using the exchange rates at the respective
                  balance sheet dates.  The share capital and retained  earnings
                  are translated at exchange rates prevailing at the time of the
                  transactions while income and expenses items are translated at
                  the average exchange rate for the year.

                  All  exchange  differences  arising on the  consolidation  are
                  recorded  within  equity.   Historically,   foreign   exchange
                  transactions   have  not  been   material  to  the   financial
                  statements.

         (h)      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 in one financial institution.

         (i)      Property, plant and equipment
                  Property,   plant  and  equipment  are  stated  at  cost  less
                  accumulated depreciation and accumulated impairment losses.

                  The cost of an item of property, plant and equipment comprises
                  its  purchase  price and any  directly  attributable  costs of
                  bringing the asset to its working  condition  and location for
                  its intended use. Major costs incurred in restoring  assets to
                  their  normal  working  conditions  are  charged to the income
                  statement.  Improvements  are capitalised and depreciated over
                  their expected useful lives.

                  The gain or loss  arising from the  retirement  or disposal of
                  property,  plant and equipment is determined as the difference
                  between the  estimated  net sales  proceeds  and the  carrying
                  amount of the assets and is recognised as income or expense in
                  the income statement.





<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

5.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (i)      Property, plant and equipment (Continued)
                  Depreciation   is   provided   to  write  off  the  cost  less
                  accumulated   impairment   losses  of   property,   plant  and
                  equipment,  over their estimated useful lives from the date on
                  which they  become  fully  operational  and after  taking into
                  account  of  their  estimated   residual  values,   using  the
                  straight-line method, at the following rates per annum:

                           Land and buildings                       50 years
                           Leasehold improvements                   2 - 3 years
                           Furniture and fixtures                   5 - 10 years
                           Office and computer equipment            3 - 5 years

                  The Group  recognizes an impairment loss on PPE when evidence,
                  such as the sum of expected  future  cash flows  (undiscounted
                  and  without   interest   charges),   indicates   that  future
                  operations  will not produce  sufficient  revenue to cover the
                  related  future costs,  including  depreciation,  and when the
                  carrying  amount of asset  cannot be  realized  through  sale.
                  Measurement of the impairment  loss is based on the fair value
                  of the assets.

         (j)      Equity method of accounting
                  The equity  method of  accounting is used when the Company has
                  an investment in, and exercises  significant  influence  over,
                  another entity. Under the equity method,  original investments
                  are  recorded at cost and adjusted by the  Company's  share of
                  undistributed earnings or losses of these entities.

         (k)      Inventories
                  Inventories are stated at the lower of cost and net realizable
                  value.  Cost, which comprises all costs of purchase and, where
                  applicable, other costs that has been incurred in bringing the
                  inventories  to  their  present  location  and  condition,  is
                  calculated   using  the  first-in,   first-out   method.   Net
                  realizable value represents the estimated selling price in the
                  ordinary  course  of  business  less  the  estimated  costs of
                  completion and the estimated costs necessary to make the sale.

         (l)      Operating leases
                  Leases  where  substantially  all the  rewards  and  risks  of
                  ownership  of  assets  remain  with the  leasing  company  are
                  accounted  for  as  operating  leases.   Rentals  payable  and
                  receivable  under  operating  leases are recognised as expense
                  and revenue on the straight-line basis over the lease terms.

                  The  Group  leases  certain  premises  under   non-cancellable
                  operating leases.  Rental expenses under operating leases were
                  US$123,324  and  US$698,694  for the year ended  September 30,
                  2002  and  2003  respectively.  There  was  no  capital  lease
                  currently in effect.

         (m)      Related parties
                  Parties  are  considered  to be  related  if one party has the
                  ability, directly or indirectly, to control the other party or
                  exercise significant  influence over the other party in making
                  financial and operating decisions. Parties are also considered
                  to be related if they are subject to common  control or common
                  significant influence.


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

5.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (n)      Use of estimates
                  The preparation of the financial statements in conformity with
                  USGAAP requires the Company's 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  financial  statements  and  the
                  reported  amounts of revenues and expenses during the reported
                  periods.  Actual  amounts  could differ from those  estimates.
                  Estimates are used for, but not limited to, the accounting for
                  certain  items  such  as  allowance  for  doubtful   accounts,
                  depreciation, taxes and contingencies.

         (o)      Earnings (Loss) per share
                  Basic  earnings  (loss)  per share  exclude  dilution  and are
                  computed by dividing loss available to common  shareholders by
                  the weighted  average number of common shares  outstanding for
                  the periods.

                  Diluted  earnings per share are computed by dividing  earnings
                  available  to  common  shareholders  by the  weighted  average
                  number  of  common  shares  outstanding  adjusted  to  reflect
                  potentially dilutive securities.

         (p)      Segment reporting
                  The Group adopted SFAS No. 131,  "Disclosure about Segments of
                  an Enterprise and Related Information". Segment information is
                  disclosed in Note 24 to the financial statements.

         (q)      Allowance for doubtful accounts
                  The Group provides an allowance for doubtful accounts equal to
                  the estimated  uncollectible  amounts. The Group's estimate is
                  based on historical  collection experience and a review of the
                  current status of trade accounts receivable.  It is reasonably
                  possible  that  the  Group's  estimate  of the  allowance  for
                  doubtful  accounts  will  change.   Accounts   receivable  are
                  presented  net  of  an  allowance  for  doubtful  accounts  of
                  US$30,502 as of September 30, 2003.

         (r)      Affiliate
                  An  affiliate  is  an  entity  controlled  by  another  entity
                  directly,  or indirectly  through one or more  intermediaries.
                  The term control (including the terms controlling,  controlled
                  by and under common control with) means the possession, direct
                  or indirect,  of the power to direct or cause the direction of
                  the management and policies of a person,  whether  through the
                  ownership of voting shares, by contract, or otherwise.


6.       CHANGE OF FINANCIAL YEAR END

         The Company has  resolved  to change its  financial  year end date from
         September 30 to December 31 of each  calendar year with effect from the
         period ended  December  31, 2003 in order to coincide  with that of its
         major operating subsidiaries,  namely Guangzhou World Trade Centre Club
         (a cooperative joint venture company established in Guangzhou, the PRC)
         and General Business  Network  (Holdings)  Limited,  another 100% owned
         subsidiary of the Company.


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

7.       INCOME TAXES

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

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

         Since the PRC subsidiaries have sustained losses for the PRC income tax
         purposes,  the Company has not recorded any PRC income tax expense. PRC
         income tax in the future will be  calculated  at the  applicable  rates
         relevant to the PRC subsidiaries.


8.       LOSS PER SHARE OF COMMON STOCK

         On  September  1, 2002,  all of the  Company's  issued and  outstanding
         shares of common  stock of  US$0.001  each  underwent  a one for thirty
         reverse stock split,  with no change in their par value.  The Company's
         authorized  share  capital  of  50,000,000  shares of  common  stock of
         US$0.001 each remains unchanged.

         The  comparative  amount of the loss per share of common  stock and the
         weighted average number of shares of common stock outstanding have been
         adjusted as a result of the reverse stock split mentioned above.


9.       TRADE AND OTHER RECEIVABLES
<TABLE>
<CAPTION>
                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                  Note                              US$

<S>                                                                               <C>              <C>
        Trade receivables                                                                                        81,541
        Due from related parties                                                  19(c)                         138,553
        Other receivables                                                                                        20,199
                                                                                                   ---------------------

                                                                                                                240,293
                                                                                                   =====================
</TABLE>

10.      RENTAL AND OTHER DEPOSITS

         Included  in rental and other  deposits  is deposit  paid to  Guangzhou
         Goldlion City Properties Co., Ltd. of US$338,283. For relationship with
         the Company, please refer to note 19 to these financial statements.



<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

11.      GOODWILL

         The  acquisition of GBN,  details of which has been mentioned in note 1
         above,  has been accounted for under the purchase method of accounting.
         The  purchase  price of  US$3,200,000  was  allocated to the assets and
         liabilities  acquired based on their  estimated fair values at the date
         of acquisition.  This  allocation has resulted in acquired  goodwill of
         US$251,448,  which is subject to an  impairment  review  annually.  The
         results  of  GBN  have  been  included  in the  consolidated  financial
         statements since the acquisition date.

         The following unaudited pro forma information presents a summary of our
         consolidated results of operations as if the acquisition had been taken
         place on October 1, 2002.
<TABLE>
<CAPTION>
                                                                       Year ended September 30,
                                                                             ------------------
                                                                                           2003
                                                                                            US$

<S>                                                                          <C>
         Operating revenues                                                           2,885,600
                                                                             ===================

         Net loss                                                                    (2,319,548)
                                                                             ===================

         Loss per share                                                                   (0.24)
                                                                             ===================
</TABLE>

12.      PROPERTY, PLANT AND EQUIPMENT, NET
<TABLE>
<CAPTION>
                                                                                           As of
                                                                                    September 30,
                                                                                         2003 (2)
                                                                                          US$ (4)

<S>                                                                          <C>
        Land and buildings                                                              2,997,559
        Leasehold improvements                                                            102,649
        Furniture and fixtures                                                              5,583
        Office and computer equipment                                                      34,279
        Less: Accumulated depreciation                                                   (258,485)
                                                                              --------------------

        Net book value                                                                  2,881,585
                                                                              ====================
</TABLE>

         In view of the sluggish  economy and the operating loss  experienced by
         the rental and club operations of the Group, management has carried out
         a review of the  recoverability of certain properties held by reference
         to the  prevailing  market  price  of  similar  properties.  Management
         believes  that an impairment  loss of US$45,973  should be provided for
         the year ended  September 30, 2003. In addition,  the  management  also
         considers that an impairment loss of US$61,002  should be recognised on
         the leasehold  improvements  carried on the balance sheet. These losses
         have been  recognised  as an expense and included in "selling,  general
         and administrative expenses" in the statements of operations.



<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

13.      EQUITY IN NET ASSETS OF AFFILIATE

         On August  26,  2002,  the  Company  signed an  agreement  with ACV Ltd
         ("ACV")  pursuant to which both parties agreed to form a wholly-foreign
         owned enterprise named General  Business  Network  (Guangzhou)  Limited
         ("GBN(GZ)").  GBN(GZ) was approved and  registered  with the  Guangzhou
         Industrial and Commercial Administrative Management Bureau, the PRC, on
         December 31, 2002. The license  granted for the operation of GBN(GZ) is
         valid for a period of ten years  from  December  25,  2002  through  to
         December  25, 2012.  The  registered  capital of GBN(GZ) is  HK$500,000
         (US$64,102).  Pursuant to the joint venture agreement, each party shall
         contribute 50% of the registered  capital of GBN(GZ) and in return each
         party  will  enjoy 50%  interest  in  GBN(GZ).  GBN(GZ) is still in the
         organization  stage and will be engaged in the provision of information
         technology related services.

         On 12 June 2003, the Company had made its 50%  contribution  to GBN(GZ)
         in  accordance  with the  terms of the  joint  venture  agreement.  Its
         investment  in GBN(GZ)  has been  accounted  for by the  equity  method
         during the period. The Group's current year's operations include a loss
         of  $32,051,  which  represents  the  Group's  share  of  loss  on  its
         investment in GBN(GZ).  As GBN(GZ) is still in its preliminary stage of
         operations, no revenue has been generated and thus loss from operations
         is resulted.  The loss reduced the Group's  investment in GBN Guangzhou
         to zero and, as a  consequence,  the Group's future  financial  results
         will not be negatively  affected by GBN(GZ)'s ongoing  operations.  The
         Group has no obligation to fund future operating losses of GBN(GZ).



14.      TRADE AND OTHER PAYABLES
<TABLE>
<CAPTION>
                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                  Note                              US$

<S>                                                                               <C>               <C>
         Trade payables                                                                                          25,189
         Bills payable                                                                                          646,558
         Accrued charges                                                                                        139,895
         Other payables                                                                                         127,024
         Notes payables                                                          14(a)                           79,616
         Due to related parties                                                  19(d)                          726,237
         Deposits received                                                                                       64,861
                                                                                                    --------------------

                                                                                                              1,809,380
                                                                                                    ====================
</TABLE>

14(a)    On February 15, 2001 the Company  entered into a promissory note with a
         third party in the amount of US$60,000 with a 12% annual  interest rate
         and is due upon demand.  Pursuant to a release agreement dated December
         9, 2003, the Company settled the promissory note for a total payment of
         US$70,054,  with the remaining  balance of US$9,562 being waived by the
         lender. Out of the total payment of US$70,054,  US$45,000 and US$25,054
         represent  amount paid by Mr.  William Tsang and Mr. John Hui on behalf
         of the Company respectively.


<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

15.      SHORT-TERM BANK LOAN

         The Group  obtained  a bank loan of  US$300,000  during the year from a
         creditworthy  commercial  bank in Guangzhou to finance its  operations.
         The loan is collateralised by the Group's properties located in the PRC
         and deposits placed in the bank.

         The outstanding loan balance as of September 30, 2003 bears interest at
         3% p.a. over  Singapore  Interbank  Money Market Offer Rate  ("SIBOR"),
         which is 1.15%  quoted on date of  drawing  of loan.  The whole  amount
         would be repayable on November 30, 2003.


16.      LONG-TERM BANK LOAN

         The Group  obtained a bank loan of  US$512,820 as of September 30, 2003
         from a  creditworthy  commercial  bank in  Hong  Kong  to  finance  its
         operations.  The  loan  is  collateralized  by the  Group's  properties
         located in the PRC.

         The  outstanding  loan balance of  US$502,338  as of September 30, 2003
         bears  interest at 4% per annum and is repayable  serially from 2003 to
         2013. The maturity of the long-term bank loan is as follows:

                        Principal          Payables during the following periods
                              US$

                           42,994          October 2003 to September 2004
                           44,746          October 2004 to September 2005
                           46,569          October 2005 to September 2006
                           48,466          October 2006 to September 2007
                          319,563          from October 2007 onwards
                  ----------------

                          502,338
                  ================


<PAGE>



China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

17.      BANKING FACILITIES

         The Group had  various  lines of credit  under  banking  facilities  as
         follows:
<TABLE>
<CAPTION>
                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$
<S>                                                                                                 <C>
         Facilities granted
         Committed credit lines                                                                               2,162,594
                                                                                                    ====================

         Utilized
         Committed credit lines                                                                               1,453,106
                                                                                                    ====================

         Unutilized facilities
         Committed credit line                                                                                  709,487
                                                                                                    ====================
</TABLE>

         Details of guarantees and related parties  transactions  were disclosed
         in notes 15, 16 and 18 respectively.


18.      PLEDGE OF ASSETS

         The Group  has  pledged  land and  buildings  with a net book  value of
         approximately US$2,737,869 to secure general banking facilities granted
         to the Group.


<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------


19.      RELATED PARTY TRANSACTIONS
<TABLE>
<CAPTION>
         (a) Names and relationship of related parties

                                                             Existing relationships with the Company
<S>                                                          <C>
                 Mr. Alfred Or                               A shareholder and former director of the Company
                 Mr. Benny Cho                               A director of a subsidiary
                 Mr. Bernard Chan                            A shareholder of the Company
                 Mr. Bobby Yu                                A director of a subsidiary
                 Mr. Chan Chi Ming                           A director of the Company
                 Mr. James Mak                               A shareholder and director of the Company
                 Mr. John Hui                                A director of the Company
                 Mr. Ringo Leung                             A director of the Company
                 Mr. Steven Hui                              Close family member of a director of the Company
                 Mr. William Tsang                           A shareholder and director of the Company
                 Beijing Wanlong Economic Consultancy        PRC partner of a subsidiary
                   Corporation Ltd.
                 Dimension Marketing Limited                 A shareholder of a subsidiary
                 GBN(GZ)                                     An affiliate of the Company
                 Guangzhou City International Exhibition     PRC partner of a subsidiary
                   Co.
                 Guangzhou Cyber Strategy Limited            A company in which a director of the Company has
                                                                beneficial interest
                 Guangzhou Goldlion City Properties Co.,     A company controlled by close family members of a
                   Ltd.                                         director
                 Guangzhou Goldlion Commercial Network       A company controlled by close family members of a
                   Co., Ltd.                                    director
                 Health & Wealth Inc.                        A company in which a director of the Company has
                                                                beneficial interest
                 Pilot Management Limited                    A shareholder of a subsidiary
                 Union East Consultants Limited              A company in which a director of the Company has
                                                                beneficial interest
</TABLE>


<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------


19.      RELATED PARTY TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
         (b) Summary of related party transactions

                                                                                       Year ended September 30,
                                                                               -----------------------------------------

                                                                                            2002 (6)               2003
                                                                                             US$ (7)                US$
<S>                                                                            <C>                      <C>
                 Consultancy fee expenses to
                 Mr. Bernard Chan                                                              -                 17,948
                 Mr. Bobby Yu                                                                  -                  8,462
                 Mr. John Hui                                                                  -                146,436
                 Mr. William Tsang                                                             -                141,026
                 Mr. Chan Chi Ming                                                             -                 30,769
                 Beijing Wanlong Economic Consultancy Corporation Ltd.                         -                 18,122
                 Guangzhou City International Exhibition Co.                                   -                 18,122
                 Health & Wealth Inc.                                                          -                 15,024
                                                                               ==================       ================

                 Rent and related expenses to
                 Guangzhou Goldlion City Properties Co., Ltd. And Guangzhou
                     Goldlion Commercial Co., Ltd.                                             -                713,044
                 Dimension Marketing Limited                                                   -                  2,692
                                                                               ==================       ================

                 Consultancy fee income from
                 Guangzhou Cyber Strategy Limited                                              -                288,462
                                                                               ==================       ================

                 Membership fee income from
                 Guangzhou Cyber Strategy Limited                                              -                 48,024
                 Union East Consultants Limited                                                -                 32,016
                                                                               ==================       ================

                 Assets purchased from
                 Dimension Marketing Limited                                                   -                    691
                                                                               ==================       ================

                 Personal guarantee granted from
                 Mr. William Tsang                                                             -                 19,231
                                                                               ==================       ================
</TABLE>


<PAGE>


China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

19.      RELATED PARTY TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
         (c) Due from related parties

                                                                                                                 As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$

<S>                                                                                                   <C>
                Mr. Alfred Or                                                                                     1,208
                Guangzhou Cyber Strategy Limited                                                                 59,909
                General (Guangzhou) Business Network Limited                                                     73,590
                Pilot Management Limited                                                                          3,846
                                                                                                      ------------------

                Classified as current assets                                                                    138,553
                                                                                                      ==================
</TABLE>

                  The  amounts  due from  related  parties  represent  unsecured
                  advances which are interest-free and repayable on demand.
<TABLE>
<CAPTION>
         (d) Due to related parties

                                                                                                                 As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$

<S>                                                                                                  <C>
                 Mr. William Tsang                                                                              475,224
                 Mr. Ringo Leung                                                                                  5,776
                 Mr. Chan Chi Ming                                                                                5,128
                 Mr. James Mak                                                                                    2,340
                 Mr. John Hui                                                                                    44,264
                 Mr. Steven Hui                                                                                  41,179
                 Guangzhou Goldlion City Properties Co., Ltd.                                                    17,022
                 Guangzhou City International Exhibition Company                                                  4,530
                 Beijing Wanlong Economic Consultancy Corporation Ltd.                                           31,708
                 Health & Wealth Inc.                                                                            18,421
                 Dimension Marketing Limited                                                                     80,645
                                                                                                     -------------------

                 Classified as current liabilities                                                              726,237
                                                                                                     ===================
</TABLE>

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


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

20.      SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
         (a) Summary of effect of acquisition of subsidiary

                                                                                                             Year ended
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$
<S>                                                                                                 <C>
                 Net assets acquired
                  Property, plant and equipment                                                               2,971,993
                  Cash and cash equivalents                                                                     123,707
                  Trade and other receivables                                                                   106,628
                  Rental and other deposits                                                                      10,618
                  Prepayments                                                                                     4,312
                  Trade and other payables                                                                    (268,706)
                                                                                                    --------------------

                                                                                                              2,948,552

                  Add: Goodwill arising from acquisition of subsidiary                                          251,448
                                                                                                    --------------------

                  Consideration                                                                               3,200,000
                                                                                                    ====================

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

                                                                                                             Year ended
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$

                  Consideration                                                                             (3,200,000)
                  Bank balance and cash acquired                                                                123,707
                  Issuance of common stock for satisfying the consideration                                   3,200,000
                                                                                                    --------------------

                  Net inflow of cash and cash equivalents                                                       123,707
                                                                                                    ====================
</TABLE>


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------


21.      OPERATING LEASE COMMITMENT
<TABLE>
<CAPTION>
         As of September 30, 2003, the Group has total  outstanding  commitments
         not  provided  for under  non-cancelable  operating  leases,  which are
         payables as follows:

                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$

<S>                                                                                                  <C>
        2004                                                                                                    568,470
        2005                                                                                                    572,664
        2006                                                                                                    616,158
        2007                                                                                                    543,668
        2008                                                                                                          -
                                                                                                     -------------------

                                                                                                              2,300,960
                                                                                                     ===================

         In addition,  the Group has committed to pay  contingent  rent at 2% to
         10% on the  monthly  turnover  of a  subsidiary  when the  subsidiary's
         monthly turnover exceeds RMB500,000 (US$60,408) during the lease period
         ending in July 2007.

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

                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$

        2004                                                                                                     85,536
        2005                                                                                                     24,177
        2006                                                                                                     10,814
                                                                                                     -------------------

                                                                                                                120,527
                                                                                                     ===================
</TABLE>

22.      RETIREMENT PLAN

         The Group did not operate any  retirement  plan before  December  2000.
         Following the implementation of the Mandatory Provident Fund ("MPF") in
         Hong Kong  with  effect  from  December  2000,  the  Group  operates  a
         Mandatory Provident Fund ("MPF") plans for its Hong Kong employees. The
         pension  expenses  charged to the statement of  operations  amounted to
         US$115 and  US$720  for the years  ended  September  30,  2002 and 2003
         respectively.


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

22.      RETIREMENT PLAN (CONTINUED)

         As  stipulated  by PRC  regulations,  the  Group  maintains  a  defined
         contribution retirement plan for all of its employees who are residents
         of PRC.  All retired  employees  of the Group are entitled to an annual
         pension equal to their basic annual salary upon  retirement.  The Group
         contributed  to  a  state  sponsored   retirement  plan  at  a  certain
         percentage  of the gross  salary of its  employees  and has no  further
         obligations for the actual pension payments or post-retirement benefits
         beyond the annual contributions. The state sponsored retirement plan is
         responsible  for  the  entire  pension   obligations   payable  to  all
         employees.  The pension  expense for the years ended September 30, 2002
         and 2003 was US$1,960 and US$36,329 respectively.


23.      STOCK OPTIONS AND WARRANTS

         Powertronic Holdings Limited ("Powertronic"),  a British Virgin Islands
         company,  entered into a share purchase  agreement  dated  September 3,
         2002 (the  "First  Share  Purchase  Agreement")  with the  Company,  to
         purchase  1,000,000  share  and  warrants  (the  "First  Warrants")  to
         purchase  up to  2,000,000  shares,  for the  total  purchase  price of
         US$800,000.  Additionally,  Powertronic  entered  into a  second  share
         purchase  agreement dated December 17, 2002 (the "Second Share Purchase
         Agreement")  with the  Company,  to  purchase an  additional  1,000,000
         shares and  warrants  (the  "Second  Warrants")  to  purchase  up to an
         additional   2,000,000   shares,   for  the  total  purchase  price  of
         US$800,000. The First Warrants and the Second Warrants may be exercised
         within two year of their  issue at an exercise  price of  US$0.575  per
         share.

         As mentioned in note 1 above,  the Company issued a two-year warrant to
         Mr. Tsang at an exercise price of US$0.92 per share.

         All options and warrants have been granted at exercise  prices  greater
         than the market value on the date of granting. All options vest 100% at
         date of grant.
<TABLE>
<CAPTION>
                                                                                                                   2003
                                                                                                                    US$

<S>                                                                                                      <C>
        Options outstanding, beginning of year                                                                2,000,000
        Granted                                                                                               4,000,000
        Canceled                                                                                                      -
        Exercised                                                                                                     -
                                                                                                         ---------------

        Options and warrants outstanding, end of year                                                         6,000,000
                                                                                                         ===============
</TABLE>


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------


24.      BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                                       Year ended September 30,
                                                                                 ---------------------------------------
                                                                                            2002                   2003
                                                                                             US$                    US$
<S>                                                                              <C>                    <C>
         Operating revenues
         Club services                                                                   193,024              1,718,854
         Consultancy service                                                                   -                288,462
         Rental                                                                                -                 47,189
         Sale of goods                                                                         -                814,111
         Others                                                                                -                 16,984
                                                                                 ----------------       ----------------

                                                                                         193,024              2,885,600
                                                                                 ================       ================


                                                                                       Year ended September 30,
                                                                                 ---------------------------------------
                                                                                            2002                   2003
                                                                                             US$                    US$
         Profit (Loss) from operations
         Club services                                                                  (341,365)              (910,942)
         Consultancy service                                                            (616,946)                54,644
         Rental                                                                                -               (511,352)
         Sale of goods                                                                         -                (33,528)
         Others                                                                                -                (62,429)
                                                                                 ----------------       ----------------

                                                                                        (958,311)            (1,463,607)

         Corporate expenses                                                             (760,362)              (818,028)
                                                                                 ----------------       ----------------

         Consolidated operating loss                                                  (1,718,673)            (2,281,635)

         Other income                                                                          -                  2,490
         Interest expense                                                                 (8,120)               (14,811)
         Equity in net loss of affiliate                                                       -                (32,051)
                                                                                 ----------------       ----------------

         Consolidated loss before income taxes                                        (1,726,793)            (2,326,007)
                                                                                 ================       ================
</TABLE>


<PAGE>

China World Trade Corporation

Notes to Financial Statements
--------------------------------------------------------------------------------

24.      BUSINESS SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                  As of
                                                                                                          September 30,
                                                                                                                   2003
                                                                                                                    US$
        Total assets
<S>                                                                                                  <C>
        Club services                                                                                           236,599
        Consultancy service                                                                                           -
        Rental                                                                                                3,904,394
        Sale of goods                                                                                             4,440
        Others                                                                                                  220,471
                                                                                                     -------------------

        Consolidation total                                                                                   4,365,904
                                                                                                     ===================
</TABLE>

25.      POST BALANCE SHEET EVENT

         Subsequent to the balance sheet date, the Company has issued  3,761,103
         shares to Mr.  William  Tsang in  consideration  for  assignment of the
         5-year rental income of the  properties  owned by him and settlement of
         amount due him. In addition,  the Company has issued  1,250,000  shares
         for consultancy services provided by the third party consultants.