SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.20549 FORM 20-F  (Mark One)  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THESECURITIES EXCHANGE ACT OF 1934X
           
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
ACT OF 1934For the Fiscal Year Ended December 31,
2007TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934For the transition period from ______________ to
_______________.Commission File No.
0-25108IWI HOLDING
LIMITED
(Exact Name of Registrant as
Specified in Its Charter)

British Virgin
Islands
(Jurisdiction of Incorporation
or Organization)P.O. Box 3340, Dawson
Building, Road Town, Tortola, British Virgin Islands
Address of Principal
Executive OfficesSecurities Registered Pursuant to Section 12(b) of
the Act:Title of Each Class
None
Name of Each Exchange on Which
Registered
NoneSecurities Registered Pursuant to Section 12(g) of
the Act:Common Stock, no par
value
(Title of
Class)Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:None
(Title of
Class) As of July 25, 2008, the Registrant had outstanding
2,554,700 shares of Common Stock and 3,644,480 shares of Preferred
Stock.  Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past twelve (12) months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past ninety (90) days.  [ X ] Yes [ 
]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer.  See
the definitions of large accelerated filer and accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):  [  ] large
accelerated filer [  ] accelerated filer  Indicate by check mark which basis of accounting the
registrant has used to prepare the financial statements included in this filing:
[X] US GAAP [  ] International Accounting Reporting Standards as issued by
the International Accounting Standards Board [  ] Other. If Other has
been checked in response to the previous question, indicate by check mark which
financial statement  item the registrant has elected to follow: [  ]
  Item 17   [  ]  Item 18


TABLE OF CONTENTS   PART I
PageITEM   1. IDENTITY OF DIRECTORS,
SENIOR MANAGEMENT AND ADVISORS
3ITEM   2. OFFER STATISTICS AND
EXPECTED TIMETABLE
3ITEM   3. KEY
INFORMATION
3ITEM   4. INFORMATION ON THE
COMPANY
4ITEM   5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS
7ITEM   6. DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES
10ITEM   7. MAJOR SHAREHOLDERS AND
RELATED PARTY TRANSACTIONS
12ITEM   8. SELECTED CONSOLIDATED
FINANCIAL DATA
14ITEM   9. THE OFFER AND
LISTING
14ITEM 10. ADDITIONAL INFORMATION
15ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT THE MARKET
15ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES
16PART IIITEM 13.    DEFAULTS DIVIDEND
ARREARAGES AND DELINQUENCIES
16ITEM 14.    MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
16ITEM 15.    CONTROLS AND
PROCEDURES
16ITEM 16A.  AUDIT COMMITTEE FINANCIAL
EXPERT
17ITEM 16B.  CODE OF ETHICS
17ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES
17PART IIIITEM 17.    FINANCIAL
STATEMENTS
17ITEM 18.    FINANCIAL
STATEMENTS
17ITEM
19.    EXHIBITS
18SIGNATURES
18CERTIFICATION
19-21   2    PART I


ITEM
1.                      
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS  Not applicable.   ITEM
2.                      
OFFER STATISTICS AND EXPECTED TIMETABLE  Not applicable.   ITEM
3.                      
KEY INFORMATION   SELECTED
CONSOLIDATED FINANCIAL DATA (In thousands, except share data)  Year Ended December 31,2003


2004


2005


2006


2007Statement of Income Data:Net sales

$
21,770


$
27,561


$
25,534


$
27,662


$
-Cost of sales


18,772



22,309



20,599



22,244



-Gross profit


2,998



5,252



4,935



5,418



-Operating expenses


4,603



4,672



4,666



4,602



-Income (loss) from operations before
the
Restructuring Costs


(1,605
)


580



269



816



-Restructuring Costs


-



-



-



(378
)


-Other income (expense)  net


(299
)


(349
)


(458
)


(562
)


-Income (loss) before income taxes


(1,904
)


231



(189
)


(124
)


-Income data:Income (tax)
benefit


-



-



(3
)


(3
)


-Net income (loss) from
continuing operations


(1904
)


231



(192
)


(127
)


-Discontinued operations


-



-



-



-



(1,260
)Loss on sale of subsidiary


-



-



-



-



(83
)Net income (loss)

$
(1904
)

$
231


$
(192
)

$
(127
)

$
(1,343
)Net income (loss) per common share

$
(.75
)

$
.09


$
(.08
)

$
(.05
)

$
(0.53
)Cash distributions per common share

$
-


$
-


$
-


$
-


$
-Weighted average number of common shares outstanding


2,554,700



2,554,700



2,554,700



2,554,700



2,554,700Year Ended December
31,2003


2004


2005


2006


2007Balance Sheet Data:Working capital

$
1,233


$
1,528


$
1,342


$
1,225


$
-Total assets


15,327



17,466



18,540



19,624



-Long-term debt


0



0



0



0



-Shareholders equity


1,431



1,662



1,470



1,343



- 3  Disposition  On December 31, 2007, the JK Advisers Hedge Fund LLC
(JK Advisers) acquired control of the Company from Bamberg Company Limited by
the purchase of the 918,750 shares of Common Stock held by Bamberg, and the
acquisition of an option to purchase Bambergs Preferred Stock (which option JK
Advisers has assigned to other parties). JK Advisers retains an irrevocable
proxy with respect to the Preferred Stock. The consideration paid by JK Advisers
was $350,000. The nominee of JK Advisers, Mark Thompson, will be elected as the
sole officer and director of the Company and the Companys operating subsidiary
will be sold to its original principal shareholder as of December 31, 2007.
Prior to the change of control, the Company and JK Advisers negotiated the
transaction in December 2007. Neither the Company nor its management had any
prior contact or affiliation with JK Advisers.  The Company is a shell company subsequent
the sale of the subsidiary and will seek for a suitable acquisition.  The
Company can not predict what industry the new business will be in, nor can it
predict the terms of any acquisition, as such, the nature of future operations
for the Company have not been determined.  As of December 31, 2007, there were approximately 250
common shareholders of record and 1 record holder of Preferred Stock.  Risk Factors  The Company is a shell company subsequent
the sale of the subsidiary and will seek for a suitable acquisition.  The
Company can not predict what industry the new business will be in, nor can it
predict the terms of any acquisition, as such, the nature of future operations
for the Company and risk factors there in have not been determined.   ITEM 4.INFORMATION ON THE COMPANY  General  IWI Holding Limited (Company) was
incorporated in the British Virgin Islands on February 22, 1993. The Company,
through its wholly owned subsidiary, Imperial World, Inc. (Imperial),
incorporated in the State of Illinois, is engaged in the design, assembly,
merchandising and wholesale distribution of jewelry.  The Company
provides a broad range of fashionable jewelry targeted at consumers who seek
fine jewelry at moderate prices for every day wear.  These customers
are likely to purchase jewelry at frequent intervals as fashions and styles
change.  The majority of the Companys U.S. sales are under the trade
name of World Pacific Jewelry.  Customers of the Company are
principally large retail establishments with jewelry departments and mass media
marketers.  The Company is a shell company subsequent
the sale of the subsidiary and will seek for a suitable acquisition. 
Revenue and expense information as disclosed the notes the financial statements
are included in discontinued operations for the year ending December 31,
2007.   Products and Pricing  The Companys principal products are fine
jewelry of rings, earrings, pendants, bracelets and necklaces, made of 10, 14
and 18-karat gold, set with diamonds, precious or semi-precious
stones.  In addition, the Company is also a major supplier of pearl
products in the industry. The Companys products are currently sold in over
7,000 retail outlets.  For the majority of products, the average
wholesale price is approximately $75 with the prices ranging from approximately
$20 to $500.  4  Marketing  The primary marketing efforts are product
design and customer support services.  The Company markets its
proprietary products and product designs through a selling team that includes
company management, internal account executives and independent sales
representatives.  Each major account has thorough involvement of
internal sales management, to insure that quality of sales meet or exceed the
company requirement.  Customers  The Companys customers consist of jewelry
retail stores, mass merchandisers, such as Wal-Mart Stores, Inc., department
stores, such as J.C. Penney Company, Inc., national jewelry chains, catalog
showrooms and various specialty markets to include television and internet
outlets.  The Company derived approximately 42% of its net sales from
one customer during 2007.  The Company has no long-term contracts with
any customers; however, the core of each of its large volume purchasers had been
customers for at least five years.  The following table sets forth the
approximate percentage of net sales for the major markets for the periods
indicated.   Year Ended
December 31,2005


2006


2007Jewelry retail stores


0.3
%


0.2
%


0.1
%Specialty markets


20.8



26.1



18.4Mass merchandisers


9.2



11.8



8.1Department stores


46.5



46.5



52.1National jewelry
chains


22.4



14.5



20.7Catalog showrooms


0.8



0.9



0.6Total


100.0
%


100.0
%


100.0
%   Competition  The jewelry industry in the United States
is highly fragmented, with little significant brand name recognition or consumer
loyalty.  Selection is generally a function of design appeal, high
perceived value and quality in relation to price.  Retail jewelry industry generates an
estimated $44 billion in annual sales in the United States.  Retail
jewelry sales have historically increased at a rate in excess of the inflation
rate.  This increase is principally attributable to the growth in the
number of dual working households, which in turn has increased the amount of
disposable income for women,, the largest group of jewelry
purchasers.  While many competitors may have a wider
selection of products or greater financial resources, the Company believes its
competitive position is enhanced by its information system, performance and its
close relationship with its customers and vendors.  Therefore,
although the competition is intense, the Company believes it is well positioned
in the jewelry industry.   Seasonality  The jewelry business is highly seasonal,
with the fourth calendar quarter, which includes the Christmas shopping season,
historically contributing the highest sales of any quarter during the
year.    Seasonality cannot be predicted or counted upon,
and the results of any interim period are not necessarily indicative of the
results that might be expected during a full fiscal year. 5  The following table sets forth the
Companys unaudited net sales for the periods indicated (dollar amounts are in
thousands): Year Ended
December 31,2005


2006


2007Amount


%


Amount


%


Amount


%First Quarter

$
5,707



21.4


$
5,285



18.3


$
7,303



23.7Second Quarter


4,972



18.6



6,759



23.3



6,122



19.9Third Quarter


5,137



19.3



6,573



22.7



6,535



21.1Fourth Quarter


10,867



40.7



10,327



34.7



10,875



35.3Total

$
26,683



100.0


$
28,944



100.0


$
30,835



100.0   Purchasing  The Company imports most of its jewelry
from the Peoples Republic of China (PRC) and Hong
Kong.  Approximately 10% of the Companys products are sourced in the
U.S.  Fresh water and cultured pearls are imported from the PRC and
Hong Kong.  The pearls are assembled by and for the Company primarily
overseas with limited assembly at the Companys location into various pearl
jewelry products.  The Company purchases jewelry from a number of
suppliers based on quality, pricing and available quantities.  Although purchases of material are made
from a relatively small number of suppliers, the Company believes there are
numerous alternative sources for all materials, and that the failure of any
principal supplier would not have a material adverse effect on operations or the
Companys financial condition.  The Company believes it has good
relations with its suppliers, most of whom have supplied the Company for many
years.  The Company has not experienced any difficulty in securing
product.  Manufacturing and Assembly  Since the Company imports most of its
jewelry in an assembled state from suppliers in the PRC and Hong Kong,
manufacturing and assembly operations conducted by the Company are primarily
limited to designing jewelry, assembly of pearl products and quality
control.  Upon completing a design, the Company provides such design
to its suppliers, who will purchase the raw materials, such as diamonds, other
precious stones, gold and silver, and manufacture the product or subcontract for
its manufacture.  The use of third party manufacturers enables the
Company to shift the risk and capital cost of manufacturing.  The Company maintains a light assembly
operation in the United States for the stringing of pearls.  This
enables the Company to assemble pearls specifically to customer order and to
provide shipment within two days of the order date.  Property, Plants and
Equipment  The Company maintains its registered
offices in the BVI; the Company leased approximately 13,000 square feet of space
for operations and pearl assembly in Westmont, Illinois.  The Company
has been at its current location since November 1993.  In February
2007, the Company amended its lease reducing its space needs to approximately
7,500 square feet.  The facility, which provides state of the art
security, was designed to maximize the efficiency of the Companys current
operations and to provide for anticipated growth.  The leased property was
included in the disposition of the subsidiary transaction effective December 31,
2007.  See item 3 for further detail on the disposition
of the subsidiary.  Legal Proceedings  In September 1996, Robert J. Rosen filed a
class action lawsuit in the Supreme Court in the state of New York alleging
claims of fraudulent misrepresentations by IWI Holding Limited and some Company
officers, accountants and lawyers in connection with the Companys initial
public offering on December 16, 1994, and in connection with the dissemination
of financial data thereafter.  The Plaintiff claims damages on behalf
of the class in excess of $11,000,000, which allegedly resulted from a decline
of the market value of the Companys common stock after the initial public
offering. 6  The parties reached an agreement in
principle to settle the claim for a significantly lesser amount, which was
accrued as of December 31, 1999.  The settlement agreement is subject
to court approval and the Company may decline to proceed with the agreement if a
significant number of class members opt out of the settlement.  As
of April 30, 2007, there has been no response from counsel for the class action
lawsuit or from the lead counsel.  The liability associated with this legal
proceeding is included in the financial statements of the disposed subsidiary
and any potential future liability is their responsibility.  See item 3 for
further detail on the disposition of the subsidiary.   ITEM 5.OPERATING AND FINANCIAL REVIEW AND
PROSPECTS  This report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of Securities Exchange Act of 1934.  Actual results could
differ materially from those projected in the forward-looking statements as a
result of the risks, which the Company cannot foresee.  Such risks
include, but are not limited to an economic turndown, changes in government
policies, financial difficulty with or loss of a major customer or interruption
in supplies.   Results of Operations  The following table sets forth, for the
periods indicated, certain information derived from the Consolidated Statements
of Income of the Company.  All dollar and share amounts are set forth
in thousands, except per share data.  2005
2006
2007Amount
%
Sales
%
Change
Amount
%
Sales
%
Change
Amount
%
Sales
%
ChangeNet sales
$25,534
100.0
(7.4)
$27,662
100.0
8.3
$-
0.0
(100.0)Gross profit
4,935
19.3
(6.0)
5,418
19.6
9.8
-
0.0
(100.0)Operating expenses
4,666
18.3
(0.1)
4,602
16.6
(0.1)
-
0.0
(100.0)Restructuring Costs
-
-
-
378
1.4

-
0.0Income (Loss)
from  oper.
269
1.1
(53.6)
438
1.6
62.8
-
0.0
(100.0)Other income (expense)
(458)
(1.8)
(31.2)
(562)
(2.0)
(22.7)
-
0.0
(100.0)(Loss) Income before income
taxes
(189)
(0.7)
n/a
(124)
(0.4)
n/a
-
0.0
n/aIncome tax
(3)
-
n/a
(3)
-
n/a
-
0.0
n/aNet (Loss) income from continuing
operations
(192)
(0.7)
n/a
(127)
(0.4)
n/a
-
0.0
n/aDiscontinued
Operations
-
-
n/a
-
-
n/a
(1,260)
n/a
n/aLoss on sale of
subsidiary






(83)
n/a
n/aNet loss
(192)
(0.7)
n/a
(127)
(0.4)
n/a
(1,343)
n/a
n/aNet (Loss) income
per  common share


$
(0.08)


$(0.05)


$(0.53)Weighted average number of shares
outstanding
2,555


2,555


2,555 7   The Companys sales are generated through
the wholesaling of jewelry products to the
following  groups:  2003


2004


2005


2006


2007Jewelry retail stores


0.6
%


0.3
%


0.3
%


0.2
%


0.1
%Specialty markets


28.5



12.3



20.8



26.1



18.4Mass merchandisers


12.7



16.9



9.2



11.8



8.1Department stores


39.5



50.8



46.5



46.5



52.1National jewelry
chains


16.3



17.5



22.4



14.5



20.7Catalog showrooms


2.4



2.2



0.8



0.9



0.6Total


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%  The change in net sales is attributed to
the classification of 2007 activity to discontinued operations.  Most
of the goods are produced in China.  Until July 21, 2005, the Renminbi
(RMB) (Chinese currency) was pegged to the U.S. dollar at the exchange rate of
8.28 RMB to US$1.  Therefore, we were not impacted by foreign currency
fluctuations.  Since July 21, 2005, the value of the RMB is pegged to
a basket of currencies.  As a result, the RMB was immediately revalued
to 8.11 RMB to US$1.  Since July 21, 2005, the RMB has declined to
approximately 7.31 and 7.82, to US$1, as of December 31, 2007 and 2006,
respectively.  Therefore, foreign currency fluctuation has had a
minimal impact on the Company.  Year Ended December 31, 2007 Compared to
Year Ended December 31, 2006  The results of operations for the year
ended December 31, 2007 are all classified within discontinued operations as a
result of the sale of the subsidiary effective December 31, 2007.  See
below for further details on the disposition of the subsidiary.  Net Loss.  The net loss for 2007
totaled $1,343,000 a change of $1,216,000 compared to the net loss reported in
2006 of $127,000.  Year Ended December 31,2006 Compared to
Year Ended December 31, 2005  Net Sales.  Net sales increased
approximately $2.1 million or 8.3% to $27.7 million in 2006 from $25.5 million
in 2005.  This increase in net sales reflects an increase in gross
sales from the prior year of $3.3 million partially offset by an increase in
returns compared to 2005 of approximately $1.0 million.  Coop
advertising charged against sales increased $133,000 in 2006.  This
increase in 2006 revenues reflect a combination of the expansion of our customer
base as well as increased sales to other existing customers offset by decreased
sales from the Companys largest customer of approximately $2.2
million.  Gross Profit.  Gross profit
increased $483,000 or 9.8% to $5.4 million in 2006 from $4.9 million in
2005.  Gross margins improved slightly in 2006 to 19.6% vs. 19.3% in
2005; an improvement of .3%.  This improvement in overall gross
margins was in part due to continued emphasis placed on the profitability of
each product sold and increased standard profit levels
implemented. 8  Restructuring Costs.  The
Company incurred costs associated with restructuring of approximately
$378,000.  The Company began restructuring its operations late in the
2nd quarter and early 3rd quarter.These costs comprised severance costs
associated with the elimination of 14 employees or approximately 25% of total
employees, start up costs to integrate the operations and systems, which were
outsourced to China with the operations and systems in the U.S. net of labor
savings generated.  Most of the functions outsourced overseas were
production related and includes in part boxing, tagging and packaging of the
product as well as certain other clerical data entry.  Income from Operations.  Income
from operations was $438,000 in 2006 compared to $269,000 in 2005, representing
an increase from the prior year of $169,000.  Operating expenses
decreased $64,000.  Other Income (Expense).  Other
expenses representing interest costs increased $128,000 to $586,000 from
$458,000 in 2006 representing a combination of increased borrowings and
increased interest rates experienced in 2005.  This was partially
offset by the gain recorded from the sale of an unused trademark of
approximately $25,000.  Net Loss.  The net loss for 2006
totaled $127,000 a change of $65,000 compared to the net loss reported in 2005
of $192,000.   Analysis of Financial Position, Liquidity
and Capital Resources  The Company is a shell company subsequent
the sale of the subsidiary, effective December 31, 2007 and will seek for a
suitable acquisition.  The Company cannot predict what industry the new
business will be in, nor can it predict the terms of any acquisition, as such,
the primary liquidity needs of the Company have not been determined.  The following table summarizes cash
provided by (used in) the Companys business activities for the past three years
(dollar amounts are in thousands):  2005


2006


2007Operating activities

$
(2,385
)

$
(92
)

$
(205
)Investing activities


(12
)


(5
)


(350
)Financing activities


2,535



60



453Increase (decrease) in
cash


138



(37
)


(102
)  Operating Activities.  The net cash used in 2007 was
principally due to the net loss from operations of $1.2 million and the net
increase in trade accounts receivable of $1.9 million offset by a decrease in
inventories of $2.9 as of December 31, 2007.  Investing
Activities.Cash uses in 2007 reflect the sale of the
subsidiary and upgrades of computer and related systems.  Financing
Activities.During 2007, the Company increased the
amounts outstanding under its line of credit by $0.7 million to $8.4 million at
December 31, 2007.  Notes payable others decreased by
$283,000.  Off Balance Sheet
Arrangements.  The company has no off balance sheet
arrangements.  Inflation  The Company is a shell company subsequent
the sale of the subsidiary, effective December 31, 2007 and will seek for a
suitable acquisition.  The Company cannot predict what industry the new
business will be in, nor can it predict the terms of any acquisition, as such,
the effects of inflation on the Company have not been determined. 9 Discontinued Operations  The following table summarizes the results of the
discontinued operations for the year ended December 31, (in
thousands):  2007Net sales
$               
                30,835Loss from operations
(1,260)Loss on sale of subsidiary
(83)Net loss from discontinued
operations
(1,343) In 2007, the Company entered into an agreement for the
intended sale of its sole subsidiary. The Company completed this divestiture on
December 31, 2007.  This business included all active operations of the
company.  In 2007, the Company recorded an additional net loss upon
completion of the sale of $83,000. ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES  Directors and Executive
Officers  The following table sets forth certain
information as of the date hereof with respect to the directors and executive
officers of the Company prior to the disposition of the subsidiary effective
December 31, 2007.  Name
Age
PositionJoseph K. Lau
60
Chairman of the Board of Directors:
President of IWI Holding Limited, Principal Financial Officer and
SecretaryRichard J. Mick
67
Sr. Vice President - Sales and
DirectorConnie S. Yui
57
Inventory Manager and
DirectorJoseph A. Benjamin
65
DirectorSamuel H. Lou
54
Director  Each director is serving a one-year term
that expires after the next annual meeting of the Companys shareholders, or
until their successors are elected and qualified.  Executive officers
of the Company are elected by, and serve at the discretion of, the Board of
Directors.  Joseph K. Lau and Connie Yui are brother
and sister.  Joseph K. Lau joined the Company in
November 1982 and was elected Senior Vice President, Chief Operating Officer,
Secretary and Director in February 1986 and Chairman of the Board, President and
Chief Executive Officer in August 1998.  For the 11 years prior to
joining the Company, he held a management position in the restaurant industry
and owned a trading company in Hong Kong. Richard J. Mick joined the Company in
February 1996 as Vice President - Sales and Director; in January 2006, he was
promoted to Senior Vice President - Sales and Director.  For 6 years
prior to joining the Company he was President of a sales and marketing firm
selling jewelry and related products.  Prior thereto, Mr. Mick was
employed by J.C. Penney Company, Inc. for 26 years.  Connie S. Yui joined the Company in March
1985 and has served as the Product Development Manager and is responsible for
inventory control and pearl assembly. 10  Joseph A. Benjamin has served as a
Director of the Company since December 1997.  Mr. Benjamin is a CPA
and is the Managing Partner of Benjamin & Birkenstein, P.C., a business and
tax-consulting firm in Chicago, Illinois.  Samuel H. Lou has served as a Director of
the Company since December 1997.  Mr. Lou is a business consultant
with his own firm in Chicago, Illinois.  Mark Thompson, age 50, has been the sole
officer and director since January 7, 2008.  In 1993,
Mr. Thompson founded The Thompson Group, engaged in public relations
and political consulting, an ongoing enterprise for twelve
years.  From 2000 to 2002, he was Vice President of Nelson
Communications, a firm engaged in government and public relations.  He
managed the firms campaign division.  From 1993 to 1994, he was
Director of Government and Legislative Affairs of Public Leasing
Corporation.  He was Senior Consultant to the California
Assemblys minority Ways and Means Committee from 1991 to 1993, Chief of
Staff of Assemblyman Paul Horcher from 1991 to 1993, Senior Consultant
to the California Assembly Republican Caucus from 1990 to 1991, and to the
Senate Republican Caucus from 1988 to 1990, Chief of Staff of
State Senator John Doolittle from 1984 to 1988, and Legislative
Assistant to California Attorney Generals officer from 1982 to
1984.  Mr. Thompson published, Proposition 65 and more; a public
policy law newsletter and produced and mailed over 4 million voter
guides each election for the National Tax Limitation
Committee.  Mr. Thompson received a BA in Government from the
California State University, Sacramento and attended the McGeorge School of
Law.  Compensation of Directors and
Officers  The aggregate cash compensation paid by
the Company to all directors and officers as a group during 2007 was
approximately $590,000.  Due to an extensive travel schedule, one of
the officers of the Company resides in New York.  Because of this, the
Company also provides locally an apartment and related costs of approximately
$14,300 for this individual in lieu of motel accommodations and incurs an
estimated $14,700 a year in airfare and related costs.  Certain officers of the Company will be
entitled to bonuses from the Company based on performance criteria to be
established by the Compensation Committee of the Board of Directors of the
Company.  Additionally, in December 1993, the Company adopted a Stock
Option Plan (the Option Plan) to assist the Company and its subsidiaries in
retaining the service of current employees, motivating selected key management
personnel, and attracting new management by providing the opportunity for such
personnel to acquire a proprietary interest in the Company and thereby share in
its growth and success.  Participation in the Option Plan and the
granting of options under the Option Plan are made by the Compensation Committee
of the Board of Directors, subject to ratification by the
Board.  Pursuant to the Option Plan, 150,000 shares of Common Stock
are reserved for issuance.  The Option Plan requires that the exercise
price of the option be the fair market value of the Companys stock on the date
of the grant of the option but not less than $8.50 per share.  The
fair market value for purposes of the Option Plan is for so long as Common Stock
is quoted on the OTCBB, the final closing sales price per share on the date of
the grant.  The exercise price with respect to any option must be paid
in cash.  As of the date hereof, there are no options to purchase
shares of Common Stock outstanding under the Option Plan.  The Company, during 1995, also adopted a
Non-Qualified Stock Option Plan (the Non-Qualified Plan.)  Shares
reserved for issuance under the Non-Qualified Plan total 600,000.  The
Non-Qualified Stock Option Plan provides for the granting of options and stock
appreciation rights to non-employee directors, key management employees and
consultants and is administered by the Compensation Committee.  The
terms of any options and/or stock appreciation rights granted under the
Non-Qualified Plan shall be determined by the Compensation Committee provided
that options may not be exercisable for a term longer than ten years and may not
be exercisable at a price less than the stated value of the Common
Stock.  No options or stock appreciation rights have been granted
under the Non-Qualified Stock Option Plan.  This plan expired in
2005. 11  In addition, the Company maintains a
defined contribution plan, which has both a profit sharing feature and a 401(k)
savings feature (the Plan.)  Under the profit sharing portion of the
Plan, contributions are an amount determined by the Companys Board of
Directors.  Subject to certain limitations required by law, the
Companys contribution is allocated to each participant who is employed by the
Company at the end of the Plan year in the proportion that the total
compensation paid by the Company to each participant bears to the aggregate
compensation paid by the Company to all participants during such Plan
year.  Under the 401(k) savings feature, eligible employees may elect,
subject to certain limitations required by law, to defer payment of up to 15% of
their compensation.  The Plan provides that if an employee defers
payment, theCompany will contribute 25% of the first
6% of compensation deferred, by making a cash payment to the Plan on behalf of
such participant.  Contributions by the Company to the profit sharing
feature of the plan, and earnings thereon, vest based on the participants years
of service with the Company, vesting 20% per year after one year of service and
being fully vested after six years of service.  Employee contributions
are always 100% vested.  Contributions by the Company to the 401(k)
savings feature vest on the employees first day of employment.  All
contributions vest, regardless of years of service, upon termination of
employment by reason of death of disability, attainment of age 62 or the
termination of the Plan.  After termination of employment, an employee
is entitled to receive the distribution of his or her entire vested interest in
the Plan in a lump sum, in installments for a specific period of time, or an
annuity for life.  The amounts held under the Plan are invested
according to the instructions of the participant in investment funds designated
by the plan administrator.  The Company made contributions to the Plan
during 2007, 2006 and 2005 of approximately $43,000, $29,000 and $31,000,
respectively.  Employment Contracts  The Company has an employment contract
with Joseph K. Lau who is employed by Imperial was renewed in 2006 for a
five-year period expiring on July 31, 2011.  The agreement calls for a
base salary of $280,000 per year with an automatic salary increase of 5 percent
(5%) if the Company reports a minimum of $100,000 pretax income.  If
the required minimum pretax income is not attained the salary level remains the
same.  The agreement also provides for a bonus of 5 percent (5%) of
the Companys pretax profit.  The agreement includes provisions for
severance payments for the greater of one half (1/2) of the compensation earned
under this agreement for the remaining term of this agreement or severance pay
equal to one years base salary or any period for which the employee is required
not to compete.  The employment contract with Mr. Lau is with the former
subsidiary and is their responsibility.  See item 3 for further detail on
the disposition of the subsidiary.  Committees and Attendance of the Board of
Directors Meetings  During the year ended December 31, 2007,
the Board of Directors held one formal meeting.  Each director attended the
meeting of the Board of Directors.  Employees  As of December 31, 2007, the Company had 1
permanent employee, including 1 executive officer.  The change in
employees is a result of disposition of the subsidiary.   See item 3
for further detail on the disposition of the subsidiary.  Share Ownership  Share ownership of Directors and Officers
is illustrated in Item 7.  ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS  Share ownership of major shareholders,
Directors and Officers  The following table is furnished as of
July 25, 2008, to indicate beneficial ownership of shares of the Companys
Common Stock and Preferred Stock by (1) each shareholder of the Company who is
known by the Company to be a beneficial owner of more than 10% of the Companys 12 Common Stock or PreferredStock and (2) all officers and directors
of the Company as a group.  Such persons provided the information in
the following table.  Name and Address
of Beneficial Owner
Amount and Nature
of Beneficial Ownership (1)
Title of
Class
Percent of
Class
Percent of Voting
PowerJK Advisers Hedge Fund
(1)
918,750
Common
35.96%
20.99%Bamberg Company Ltd
(1)(2)
3,644,880
Preferred
100.00%
41.64%  (1)JK Advisers Hedge Fund owns 918,750 shares of Common
Stock directly and has a proxy to vote the Company Preferred Stock owned by
Bamberg. (2)Bamberg Company Limited has granted an option to 5
persons with respect to the Preferred Stock.  The options expire on
December 31, 2009.  Compliance with Section 16(a) of Exchange
Act  Under the securities laws of the United
States, the Companys Directors, its executive officers, and any persons holding
more than ten percent of the Companys common stock are required to report their
initial ownership of the Companys common stock and any subsequent changes in
ownership to the Securities and Exchange Commission.  Specific due
dates for these reports have been established and the Company is required to
disclose in this Form 20F any failure to file by these dates during
2007.  All of the filing requirements were satisfied on a timely basis
in 2007.  In making these disclosures, the Company has relied solely
on written statements of its directors, executive officers and shareholders and
copies of the reports that were filed with the Commission.  Related Party Transactions  All transactions between the Company, its
officers, directors, principal shareholder or affiliates, whether presently
existing are, or in the future will be, in the belief of management, on terms no
less favorable to the Company than may be obtained from unaffiliated third
parties.  Since 1998, some of the Companys products
were purchased from a manufacturer in Hong Kong, which is managed by a relative
of an officer of the Company.  For the years ended December 31, 2007,
2006 and 2005, the Companys purchases from this manufacturer were approximately
$0, $232,000, and $3,284,000 respectively.  The Company no longer
purchases products from this manufacturer.  Beginning in October 2005 the Company
began purchasing products from another manufacturer in Hong Kong, which is owned
and managed by a relative of an officer of the Company.  Purchases
from this company in 2007, 2006 and 2005 were approximately $5,075,000,
$3,710,000 and $521,000, respectively.  The Company uses an outside company to
provide product quality review at the point of manufacturing in Hong Kong and
China.  This company is owned and managed by a relative of an officer
of the Company.  Services and product provided by this company were
$163,000, $137,000 and $66,000 in 2007, 2006 and 2005, respectively.  The Company uses an outside company to
route gold components from suppliers in the U.S. to manufacturers in Hong Kong
and China.  This company also provides on a limited basis some product
to the Company.  This company is owned and managed by a relative of an
officer of the Company.  Services and product provided by this company
were approximately $77,000, $140,000 and $18,000 in 2007, 2006 and 2005,
respectively. 13  The Company purchases some of its gift
boxes from a supplier in Hong Kong, which is part owned or controlled by a
relative of an officer of the Company.  Services and product supplied
by this company were approximately $197,000, $192,000, and $234,000 in 2007,
2006, and 2005, respectively.  The Company uses outside entities to
pursue most of its sales, because it has proven to be both effective and
economical.  The majority stakeholder of the primary outside sales
entity is a family member of an officer of the Company.  All
negotiations of pricing, compensation, contracts or any other matters involving
this entity are conducted by persons other than the related party
officer.  Commission expense of the Company associated with this
entity for the years 2007, 2006, and 2005 were $460,000, $522,000, and $619,000,
respectively. Selling expenses such as salaries, travel, entertainment etc. are
borne directly by the sales entity.  On December 31, 2007, the JK Advisers Hedge Fund LLC
(JK Advisers) acquired control of the Company from Bamberg Company
Limited.  The Company is a shell company
subsequent the sale of the subsidiary and has no significant related parties or
related party transactions.   ITEM 8.FINANCIAL INFORMATION  Reference is made to the index to
Consolidated Financial Statements of the Company, and notes thereto, appearing
under Item 19 below, together with the report of Spector, Wong & Davidson,
LLP thereon.   ITEM 9.THE OFFER AND LISTING  There is no non-U.S. trading market for
the Common Stock of the Company.  Within the United States, the
Companys Common Stock is traded in the over-the-counter market.  The
Companys Common Stock is quoted on the OTCBB under the symbol
IWIHF.  The following table sets forth the high
and low bid price per share for the Companys Common Stock for each quarterly
period for the past two years.  2007


2006High


Low


High


LowFirst Quarter

$
.090


$
.060


$
.100


$
.070Second Quarter


.060



.060



.090



.060Third Quarter


.100



.060



.070



.060Fourth Quarter


.080



.060



.115



.060   The following table sets forth the high
and low bid price per share for the Companys Common Stock for each month for
the past six months.  High


Low2008
January

$
.090


$
.060February


.090



.060March


.050



.050April


.050



.050May


.050



.040June


.050



.030   The quotations reflect inter-dealer prices
without mark-up, mark-down or commission and may not represent actual
transactions.  At July 21, 2008, the bid price of the
Common Stock was $.030. 15  ITEM 10.ADDITIONAL INFORMATION  Memorandum and Articles of
Association.  The Company has two classes of stock,
preferred and common.  Preferred stock has a par value of $1 per
share, 5 million shares have been authorized 3,644,880 shares are issued and
outstanding.  The preferred shares are entitled to one-half vote per
share and in the event of liquidation of the Company, the holders of the
preferred shares will be entitled to $1 per share before any payment to holders
of common stock.  The preferred shares are subject to redemption, at
the option of the Company, in whole or in part, at any time after March 21,
1997, at an amount not to exceed 50% of the net income in excess of $15,000,000
for the preceding year, together with the accrued dividends, if
any.  The preferred shares are entitled to a 4% non-cumulative
dividend, payable on all non-redeemed shares in cash, stock or property as the
Board of Directors shall declare, at its discretion, from time to
time.  There have been no dividends paid or authorized to preferred
shareholders.  Common stock has no par value, 10 million
shares have been authorized 2,554,700 shares are issued and
outstanding.  Each share of common stock is entitled to one
vote.  Common stock is entitled to dividends payable in cash stock or
property as the Board of Directors shall declare, at its discretion, from time
to time.  There have been no dividends paid or authorized to common
shareholders.  Exchange Controls  The Company is not subject to any
governmental laws, decrees or regulations in the BVI which restrict the export
or import of capital, including any foreign exchange controls, or which affect
the remittance of dividends, interest or other payments to non-resident holders
of the Companys Common Stock.  Additionally, neither the laws of the BVI
nor the Companys Charter impose any limitations on the right of non-resident
foreign owners to hold or vote the Common Stock of the Company.  Taxation  The BVI imposes no withholding taxes and
holders of Common Stock who are not resident in the BVI will not be subject to BVI tax on any
dividends received from the Company or on gains realized from a sale or other
disposition of the Common Stock.  The United States does not have a
tax treaty with the BVI.  Documents on Display  Documents concerning our Company, which is
referred to in this report, may be inspected, upon reasonable notice, at our
principal executive office at 3027 E. Sunset Road, Suite 203, Las Vegas, NV
89120.   ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK  On December 31, 2007, the JK Advisers Hedge Fund LLC
(JK Advisers) acquired control of the Company from Bamberg Company Limited by
the purchase of the 918,750 shares of Common Stock held by Bamberg, and the
acquisition of an option to purchase Bambergs Preferred Stock (which option JK
Advisers has assigned to other parties). JK Advisers retains an irrevocable
proxy with respect to the Preferred Stock. The consideration paid by JK Advisers
was $350,000. 15 The Company is a shell company subsequent
the sale of the subsidiary and will seek for a suitable acquisition.  The
Company can not predict what industry the new business will be in, nor can it
predict the terms of any acquisition, as such, the nature of future operations
and market risk for the Company have not been determined.  ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES  Not applicable.   PART II   ITEM 13.DEFAULTS, DIVIDENDS ARREARAGES AND
DELINQUENCIES  None reportable.  ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS
OF SECURITY HOLDERS AND USE OF
PROCEEDS
  None reportable.  ITEM 15.
CONTROLS AND
PROCEDURES
  Disclosure Controls and
Procedures.  We  maintain disclosure controls
and procedures, which are designed to ensure that information required to be
disclosed in the reports we file or submit under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within time
periods specified in the Securities and Exchange Commissions rules and forms
and such information is accumulated and communicated to our management,
including our chief executive officer, or CEO who is also our chief financial
officer or CFO, as appropriate to allow timely decisions regarding required
disclosure.  Under the supervision and with the
participation of the Companys management, including our CEO who is also our
CFO, an evaluation was performed on the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period
covered by this annual report.  Based on that evaluation, our
management, including our CEO who is also our CFO, concluded that our disclosure
controls and procedures were effective as of December 31, 2007.  An evaluation was also performed under the
supervision and with the participation of our management, including our CEO who
is also our CFO, of any change in our internal controls over financial reporting
that occurred during our last fiscal quarter and that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.  The evaluation did not identify any change in
our internal controls over financial reporting that occurred during our latest
fiscal quarter and that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.  Managements Report on Internal Control
over Financial Reporting  Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as this term is defined in Exchange Act Rule 13a-15(f).  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. 16 Under the supervision and with the
participation of our management, including our CEO/CFO, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  Based on our evaluation under the framework in Internal
Control Integrated Framework, our management concluded that our internal control
over financial reporting was effective as of December 31,
2007.  However, our annual report does not include an attestation
report of our independent registered accountant on Managements Annual Report on
Internal Control over Financial Reporting.  ITEM 16A.AUDIT COMMITTEE FINANCIAL
EXPERT  The Companys Board of Directors has not
designated board members to an Audit Committee as of the date of this
report.  ITEM 16B.CODE OF ETHICS  The Company has adopted a code of ethics
for the Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer.  ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND
SERVICES  Audit Fee  The aggregate fees paid relating to the
audit of the Company's annual financial statements for the years ended December
31, 2007, 2006 and 2005 were $84,000, $104,847 and $79,837,
respectively.  All Other Fees  The aggregate fees paid for other
accounting services, primarily audit related, for the years ended December 31,
2007, 2006 and 2005 were $3,800, $10,531 and $0, respectively.   PART III   ITEM 17.FINANCIAL STATEMENTS  Not applicable  ITEM 18.FINANCIAL STATEMENTS  (a)Financial Statements
PageReports of Independent
Auditors
F-1-F-2Consolidated Balance Sheets as
of  December 31, 2007 and 2006
F-3Consolidated Statements of
Operations for Each of the Years
in the Three-Year Period Ended
December 31, 2007
F-4Consolidated Statements of
Shareholders Equity for Each of the Years in the Three-Year Period Ended
December 31, 2007
F-5Consolidated Statements of Cash
Flows for Each of the Years in the Three-Year Period Ended December 31,
2007
F-6Notes to Consolidated Financial
Statements
F-7-F-16Financial Statement Schedules
(1)I - Condensed Financial Information
of Registrant
F-17II - Valuation and Qualifying
Accounts
F-18  (1)All other schedules are omitted since the required
information is not present or is not present in amounts sufficient to
require submission of the schedule. 17  ITEM
19.                      
FINANCIAL STATEMENTS AND EXHIBITS  (a)Exhibits  Exhibit Number                                     Description  2.1*Bill of Sale dated February 4, 1995 re: acquisition
of assets of Ullenberg Corporation (1) 2.2*Stock Purchase Agreement relating to DACO
Manufacturing Ltd. (3) 3.1*Amended and Restated Memorandum of Association and
Articles of Association of IWI Holding Limited (2) 4.1*Specimen Form of Common Stock certificate
(2) 10.1*Lease Agreement between Imperial World, Inc. and American
National Bank and Trust Company of Chicago
dated October 15, 1993 for the site in Westmont, Illinois (2) 10.2*Stock Option Plan (2) 10.3*Amended and Restated Credit Agreement dated June, 1996
between Rhode Island Hospital Trust National
Bank and Imperial World, Inc. (2) 10.4*Indemnity Agreement (2) 10.5*Profit Sharing Plan (2) 10.6*Territorial Agreement (2) 10.8*IWI Holding Limited 1995 Non-Qualified Stock Option Plan
(4) 10.11*Financing Agreement with Business Alliance Capital
Corp. 10.12*Settlement Agreement with Richard W.
Sigman 10.13*Settlement Agreement with Bruce W.
Anderson 10.14*Amended Lease Agreement 10.15*DACO Sales Agreement 10.16*Employment Contract with Joseph K. Lau 10.17*Code of Ethics  *Previously Filed  (1)Incorporated by reference to the Companys Report on
Form 6-K for the month of February 1995. (2)Incorporated by reference to the Companys
Registration Statement on Form F-1 (File No. 33-78904) declared effective
December 13, 1994. (3)Incorporated by reference to the Companys Report on
Form 6-K for the month of August 1995. (4)Incorporated by reference to the Companys Form 20-F
for the year-ended December 31, 1995.   SIGNATURES  Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant certifies that it meets
all of the requirements for filing on Form 20-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  IWI HOLDING LIMITEDDate: July 25, 2008
By:
/s/Mark ThompsonMark ThompsonChairman,  President and
Director 18


IWI HOLDING LIMITED  CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS
REPORT  Years Ended December 31, 2007,
2006 and 2005   REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM  The Board of Directors and Stockholders of IWI Holding Limited Westmont,
Illinois   We have audited the accompanying consolidated balance
sheets of IWI Holding Limited as of December 31, 2007 and 2006, and the
related consolidated statements of operations, stockholders equity and cash
flows for the years then ended.  These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. The consolidated financial statements of
IWI Holdings Limited as of December 31, 2005, were audited by other auditors
whose report dated April 17, 2006, expressed an unqualified opinion on the
statements.  We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.  In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
positions of IWI Holding Limited as of December 31, 2007 and 2006, and the
results of its operations and its cash flows for each of the year then
ended in conformity with accounting principles generally accepted in the
United States of America. In addition, the information set forth in
schedules listed in the index at item 19(a) is fairly stated, in all
material respects, in relation to the consolidated financial statements from
which it has been derived. As discussed in Note 3 to the consolidated financial
statements, the 2006 and 2005 financial information have been restated to
correct a misstatement.   /s/Spector, Wong & Davidson, LLP Pasadena,
California August 13, 2008 F-1  Report of Independent Registered
Public Accounting Firm    The Board of Directors IWI Holding Limited Westmont,
Illinois   We have audited the accompanying consolidated balance
sheet of IWI Holding Limited as of December 31, 2005 and the related
consolidated statements of operations, stockholders equity and cash flows for
the two years in the period ended December 31, 2005.  Our audits also
included the financial statement schedules listed in the index at item
19(a).  These financial statements and schedules are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these consolidated financial statements and schedules
based on our audits.  We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement.  The company has determined that it is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.  In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of IWI Holding Limited as of December 31, 2005, and the results of its
operations and its cash flows for the two years in the period ended December 31,
2005, in conformity with accounting principles generally accepted in the United
States of America.  In addition, the information set forth in
schedules listed in the index at item 19(a) is fairly stated, in all material
respects, in relation to the consolidated financial statements from which it has
been derived.  As discussed in Note 3 to the consolidated financial
statements, the 2005 and 2004 consolidated financial statements have been
restated to correct a misstatement.   /s/Blackman Kallick, LLP Chicago,
Illinois April 17, 2006, except for Note 3, correction of an
error, as to which the date is January 7, 2008.  F-2  Exhibit A IWI Holding Limited Consolidated
Balance Sheets (In Thousands,
Except Share Data)  December 31, 2007
and 2006  2007


2006AssetsCurrent AssetsCash

$
-


$
102Accounts receivable, less allowance
for doubtful accounts of $551 in 2006 and $710 in 2005


-



9,071Inventories


-



9,771Deferred income taxes


-



156Prepaid expenses


-



134Total Current
Assets


-



19,234Leasehold Improvements, Machinery
and Equipment


-



2,983Less accumulated
depreciation


-



(2,865
)Property and Equipment,
Net


-



118Total Assets

$
-


$
19,352Liabilities and Stockholders Equity

2007


2006Current
LiabilitiesLine of credit

$
-


$
7,704Notes payableEmployees, related
parties


-



294Other


-



922Accounts payable 
Trade


-



6,117Accounts payable to affiliated
companies


-



1,573Accrued liabilities


-



1,399Total Current
Liabilities


-



18,009Stockholders Equity (Deficit)Preferred stock - $1 par value;
authorized  5,000,000 shares; issued and
outstanding  3,644,880 shares


3,645



3,645Common stock  No par
value; authorized  10,000,000 shares; issued and
outstanding  2,554,700 shares


-



-Additional paid-in
capital


12,446



12,446Accumulated deficit


(16,091
)


(14,748
)Total Stockholders
Equity


-



1,343Total Liabilities &
Stockholders Equity

$
-


$
19,352      See notes to
consolidated financial statements F-3  Exhibit B IWI Holding Limited Consolidated Statements of
Operations (In Thousands, Except Share
Data)  Years Ended December 31, 2007, 2006 and
2005  2007


2006


2005Net Sales

$
-


$
27,662


$
25,534Cost of Sales


-



22,244



20,599Gross Profit


-



5,418



4,935Selling, General and Administrative
Expenses


-



4,602



4,666Restructuring Cost


-


­378


­-Income (Loss) from
Operations


-



438



269Interest Expense


-



(586
)


(458
)Other Income (Expense)


-



24



-Loss Before Income Taxes from
continuing operations


-



(124
)


(189
)Income Tax Expense


-



(3
)


(3
)Net Loss from continuing
operations


-



(127
)


(192
)Discontinued
operations


(1,260
)


-



-Loss on sale of
subsidiary


(83
)


-



-Net Loss

$
(1,343
)

$
(127
)

$
(192
)Net Loss per Common
Share

$
(0.53
)

$
(0.05
)

$
(0.08
)Weighted-Average Number of
Common
Shares
Outstanding


2,554,700



2,554,700



2,554,700     See notes to
consolidated financial statements F-4  Exhibit C  IWI Holding Limited Consolidated Statements of Stockholders
Equity (In Thousands, Except Share
Data)  Years Ended December 31, 2007, 2006 and
2005  Preferred Stock


Common StockNumber of shares


Amount


Number of shares


Amount


Additional paid-in
capital


Accumulated
Deficit


TotalBalance, December 31,
2004


3,644,880



3,645



2,554,700



-



12,446



(14,429
)


1662Net Loss


-



-



-



-



-



(192
)


(192
)Balance, December 31,
2005


3,644,880



3,645



2,554,700



-



12,446



(14,621
)


1,470Net Loss


-



-



-



-



-



(127
)


(127
)Balance, December 31,
2006


3,644,880



3,645



2,554,700



-



12,446



(14,748
)


1,343Net Loss






















(1,343
)


(1,343
)Balance, December 31,
2007


3,644,880


$
3,645



2,554,700


$
-


$
12,446


$
(16,091
)

$
-        See notes to
consolidated financial statements  F-5  Exhibit D IWI Holding Limited Consolidated Statements of Cash
Flows (In Thousands)  Years
Ended December 31, 2007, 2006 and 2005  2007


2006


2005Cash Flows from Operating
ActivitiesNet loss

$
(1,343
)

$
(127
)

$
(192
)Adjustments to reconcile net (loss)
to income
net cash used in
operating activitiesDepreciation and
amortization


14



15



18Provision for doubtful
accounts


609



33



116Loss on sale of
subsidiary


83



-



-(Increase) decrease in
Accounts
receivable


(2,549
)


232



(1,738
)Inventories


2,927



(1,095
)


622Prepaid expenses


(210
)


(29
)


58Deferred income taxes


156



-



-Increase (decrease) in Accounts
payable  Trade


1,649



845



(622
)Accounts payable to affiliated
companies


(807
)


155



(667
)Accrued liabilities


(733
)


(121
)


20Net Cash Used
in  Operating Activities


(205
)


(92
)


(2385
)Net Cash Used in Investing
ActivitiesSaleof subsidiary


(313
)Purchases of property and
equipment


(37
)


(5
)


(12
)Net Cash Used in Investing
Activities


(350
)


(5
)


(12
)Cash Flows from Financing
ActivitiesChecks issued in excess of Funds on
deposit


-



-



-(Payments on) borrowings from notes
payable
Employees


-



-



(21
)Other


(283
)


269



226Borrowings from  line of
credit, net


736



(209
)


2,330Net Cash Provided by Financing
Activities


453



60



2535Net Increase (Decrease) in
Cash


(102
)


(37
)


138Cash, Beginning of
Year


102



139



1Cash, End of Year

$
-


$
102


$
139   See notes to
consolidated financial statements  F-6  IWI Holding Limited Notes to Consolidated Financial
Statements  Years
Ended December 31, 2007, 2006 and 2005   Note 1 - Description of
Business  IWI Holding Limited (Holding) was
incorporated in the British Virgin Islands on February 22, 1993. Holding and its
wholly owned subsidiary (together, the Company) import, assemble, and
distribute wholesale fine jewelry.  The Company also imports pearls
for assembly and resale through its wholly owned subsidiary, Imperial World,
Inc. (Imperial).  Note 2 - Status of
Operations  On December 31, 2007, the JK Advisers Hedge Fund LLC
(JK Advisers) acquired control of the Company from Bamberg Company Limited by
the purchase of the 918,750 shares of Common Stock held by Bamberg, and the
acquisition of an option to purchase Bambergs Preferred Stock (which option JK
Advisers has assigned to other parties). JK Advisers retains an irrevocable
proxy with respect to the Preferred Stock. The
Company is a shell company subsequent the sale of the subsidiary and will seek
for a suitable acquisition.  The Company can not predict what industry the
new business will be in, nor can it predict the terms of any acquisition, as
such, the nature of future operations for the Company have not been
determined.  Note 3 - Summary of Significant Accounting
Policies  Basis of Presentation  The consolidated statements include the
accounts of the Company and its subsidiary.  All intercompany accounts
and transactions have been eliminated in consolidation.  Receivables  Receivables are carried at the original
invoice amount less estimates made for doubtful
receivables.  Management determines the allowances for doubtful
accounts by reviewing and identifying troubled accounts on a periodic basis and
by using historical experience applied to an aging of accounts.  A
receivable is considered to be past due if any portion of the receivable balance
is outstanding for more than thirty days beyond terms.  Receivables
are written off when deemed uncollectible.  Recoveries of receivables
previously written off are recorded into earnings when received.  As of
December 31, 2007, the receivable balance is $0 following the disposition of the
subsidiary.  Inventories  Inventories, primarily consisting nearly
entirely of finished goods, (raw materials and work in process for the light
assembly operation for the stringing of  pearls in the U.S. being the
balance), are stated at the lower of first-in, first-out - (FIFO) cost or
market. No costs other than purchase cost freight or duties are capitalized in
inventories.As of December 31, 2007 the inventory
balance is $0 following the disposition of the subsidiary.  As of December 31, 2007 and 2006, the
inventory valuation reserve was $0 and $1,215,000, respectively.  The
Company recorded an expense of $0, $252,000 and $131,000 during 2007, 2006 and
2005, respectively, to adjust the inventory value to lower of cost or market and
to provide for future liquidations. F-7  Revenue Recognition  Revenue is recognized in the consolidated
financial statements when materials are relieved from inventory and shipped or
FOB our facility in Westmont, Illinois.  Nearly all freight expense is
paid by the customer.    Net sales are arrived at by
deducting returns, discounts and coop advertising from gross
sales.  Returns are deducted from allowances when
received.  In addition, allowances for future returns are provided
based on historic experiences and accepted customer returns.  Cost of Sales  Cost of sales consisted of cost of goods
relieved from our inventory.  Inventory write-downs, purchasing and
receiving costs, inspection costs as well as warehousing and distribution costs
are included in sales.  Depreciation  Machinery and equipment are stated at
historical cost and depreciated primarily on a straight-line basis over their
estimated useful lives.  Leasehold improvements are amortized over the
life of the lease.  Useful lives range from three to ten years for
machinery, equipment and leasehold improvements, vaults are amortized over 40
years.  As of December 31, 2007 the leasehold improvements, machinery and
equipment balance is $0 following the disposition of the subsidiary.  Trademarks  Trademarks were capitalized and stated at
historical cost and amortized using the straight-line method over estimated
useful lives of 10 years.  As of December 31, 2007 the trademarks balance
is $0 following the disposition of the subsidiary.  Commissions  The Company accrues for commissions based
on sales to customers and specific contractual agreements.  These
accruals are calculated based upon net sales by customer, and the liability
account is adjusted monthly to reflect increases and decreases in each
customers sales and payments.  Income Taxes  Deferred tax assets and liabilities are
determined based on the difference between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates in effect for the year in
which the differences are expected to reverse.  Selling, General and Administrative
Expenses  Selling, general and administrative
expenses consist of all operating expenses other than costs of goods purchased,
inbound freight and interest.  Such expenses would include salary and
wages, commission, rent, travel, and all other general and administrative
expenses.  Fair Value of Financial
Instruments  The Companys financial instruments
include accounts receivable, accounts payable, and notes payable.  The
fair values of all financial instruments were not materially different then
their carrying values. F-8  Accounting Estimates  The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires Company management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.  Stock-Based Compensation  Prior to January 1, 2006, the Company
accounted for stock option grants in accordance with APB Opinion No. 25,
Accounting for Stock Issued to Employees and, accordingly, recognized no
compensation expense for the stock option grants.  Effective January
1, 2006, the Company adopted the fair recognition provisions of FASB Statement No. 123 (R),
Share-Based Payment (SFAS 123R), using the modified-prospective-transition
method.  Under that transition method, compensation cost recognized in
2006 includes: (a) compensation cost for all share-based payments granted prior
to, but not yet vested as of January 1, 2006 based on the grant date fair value
calculated in accordance with the original provisions of SFAS 123, and (b)
compensation cost for all share-based payments granted subsequent to December
31, 2005, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123 (R).  As of December 31, 2007 and 2006, there
were no stock options granted and outstanding.  Advertising Costs  The Company expenses all advertising costs
as incurred.  Advertising costs were approximately $1,543,000,
$1,282,000 and $1,149,000 for 2007, 2006 and 2005,
respectively.  Advertising costs are treated as a reduction in
Revenue.  Foreign Currency  The functional currency of the Company is
the U.S. dollar.  Transactions arising in foreign currencies have been
translated at rates in effect at the dates of the transactions.  The
gains or losses during the years presented are not significant.  (Loss) Income per Common
Share  The Company has adopted the provisions of
FASB No. 128, Earnings per Share.  Income per common share is
computed by dividing net (loss) income by the weighted-average number of common
shares outstanding during the period.  Segment Information  The Company has adopted Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information.  The internal reporting that is
used by management for making operating decisions and assessing performance is
used as the source of determining the Companys reportable
segments.  This statement requires disclosure of certain information
by reportable segment, geographic area and major customer.  The Company imports, assembles,
distributes and wholesales fine jewelry.  Substantially all the
Companys sales are within the United States.  The Company operates
this product line as one operating segment, which is deemed to be one reportable
segment for purposes of this disclosure.  Comprehensive Income  Comprehensive income is a measure of all
equity that results from recognized transactions and other economic events other
than owner transactions, such as stock purchases and issuances and
dividends.  There were no significant differences between the
Companys net loss and comprehensive income. F-9  Correction of an Error  The Company has reduced net sales and selling, general
and administrative expenses by $1,543,000, $1,282,000 and $1,149,000 in 2007,
2006 and 2005, respectively to properly classify cooperative advertising
costs.  The correction of the error had no impact on net (loss) income
or accumulated deficit for the years restated.  New Accounting
Pronouncements  In July 2006, the FASB issued Interpretation No. 48, or
FIN 48. Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement No 109. FIN 48 clarifies the accounting for uncertainty income taxes
recognized in a companys financial statements in accordance with SFAS No. 109
Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attribute for financial statement recognition and measure of a tax
position taken or expected to be taken in a tax return. It also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. We adopted FIN 48 in the first quarter
of fiscal 2007. See Note 8 to our consolidated financial statements included in
this report. In September 2006, the FASB issued SFAS No. 157, Fair
Value Measurements. SFAS No. 157 defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles and expands disclosure about fair value measurements. The provisions
of SFAS No. 157 are effective for fiscal years beginning after November 15,
2007. We are currently evaluating the impact adoption may have on its results of
operation or financial position. In September 2006, the SEC issued Staff Accounting
Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in the Current Year Financial Statements. SAB
No. 108 addresses how the effects of prior year uncorrected misstatements should
be considered when quantifying misstatements in current year financial
statements. SAB No. 108 requires an entity to quantify misstatements using a
balance sheet and income statement approach, and to evaluate whether either
approach results in quantifying an error that is material in light of relevant
quantitative and qualitative factors. The adoption of SAB No. 108 is effective
for fiscal years ending on or after November 15, 2006. We became publicly held
on July 27, 2007 and accordingly adopted SAB No. 108 during the first quarter of
fiscal year 2007. The adoption of SAB No. 108 did not have a material effect on
the Companys results of operations or financial position. In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities. SFAS
No. 159 provides companies with an option to report many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. The objective of SFAS No. 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. The FASB believes that SFAS No. 159 helps to mitigate
accounting-induced volatility by enabling companies to report related assets and
liabilities at fair value, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting. SFAS No. 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities, and would require entities to display the fair value
of those assets and liabilities for which the company has chosen to use fair
value on the face of the balance sheet. The new statement does not eliminate
disclosure requirements included in other accounting standards, including
requirements for disclosures about fair value measurements included in SFAS
No. 157, Fair Value Measurements. This statement is effective as of the
beginning of an entitys first fiscal year beginning after November 15, 2007. We
are in the process of evaluating the impact, if any, that the adoption of SFAS
No. 159 will have on our consolidated financial statements. In December 2007, the Financial Accounting Standards
Board (FASB) issued the Statement of Financial Accounting Standards (SFAS)
No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R)s
objective is to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. SFAS 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after December 31, 2008. We expect that the adoption of SFAS 141(R) will
not have a material impact on our consolidated financial statements. F-10 In December 2007, the Securities and Exchange
Commission, or SEC issued Staff Accounting Bulletin No. 110, or SAB 110. SAB 110
amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based
Payment, of the Staff Accounting Bulletin series. Question 6 of Section D.2 of
Topic 14 expresses the views of the staff regarding the use of the simplified
method in developing an estimate of expected term of plain vanilla share
options and allows usage of the simplified method for share option grants
prior to December 31, 2007. SAB 110 allows public companies which do not have
historically sufficient experience to provide a reasonable estimate to continue
use of the simplified method for estimating the expected term of plain
vanilla share option grants after December 31, 2007. We will continue to use
the simplified method until we have sufficient historical experience to
provide a reasonable estimate of expected term in accordance with
SAB 110. In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statementsan amendment of
ARB No. 51. FASB 160 focuses on non-controlling interest, sometimes called a
minority interest, is the portion of equity in a subsidiary not attributable,
directly or indirectly, to a parent. The objective of this Statement is to
improve the relevance, comparability, and transparency of the financial
information that a reporting entity provides in its consolidated financial
statements. This Statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. As the Company does not currently own any noncontrolling
interests in other companies, we do not expect the adoption of this standard to
have any impact. In February 2008, the FASB issued FSP SFAS 157-2,
Effective Date for FASB Statement No. 157. This FSP permits the
delayed application of SFAS 157 for all nonrecurring fair value measurements of
nonfinancial assets and nonfinancial liabilities until fiscal years beginning
after November 15, 2008. The Company has chosen to delay adoption of SFAS
157 in accordance with the guidance of FSP SFAS 157-2 as stated
above. In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities. The new
standard is intended to improve financial reporting about derivative instruments
and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entitys financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. We are in
the process of evaluating the impact, if any, that the adoption will have on our
consolidated financial statements.  Note 4 - Credit
Arrangements  On September 24, 2007, the Company entered
into a credit agreement with a new financial institution whereby the Company can
borrow up to $8.5 million, payable on demand.    The total
credit facility is governed by a borrowing base formula, as defined in the
agreement, based principally on accounts receivable and inventory levels. This
agreement provides, among other things, that the credit agreements are
collateralized by substantially all the assets of the Company with an
approximate net book value of $18.6 million, prior to the disposition of the
subsidiary.  As of December 31, 2007, the credit agreement balance is $0
following the disposition of the subsidiary.  All available borrowings
under the line of credit are at the former subsidiary following the
disposition.  Under this borrowing facility, interest is
calculated at 4.0% over the banks prime rate with respect to the revolving
loan.  In addition, an unused commitment fee is assessed at a rate of
3.0% representing the difference between the maximum revolving loan and the
average daily outstanding balance.  An officer of the Company
personally guarantees up to $3.5 million of the borrowings.  The agreement contains certain reporting
and financial covenants, which the Company is required to
maintain.  These covenants are the responsibility of the former
subsidiary following the disposition.  The credit agreement matures on
September 24, 2008, or may be accelerated or called by the lender upon certain
events as specified in the loan agreement. F-11  Note 5 - Preferred Stock  The 3,644,880 issued preferred shares are
redeemable at the Companys option after March 21, 1997, at an amount not to
exceed 50% of net income in excess of $15 million for the preceding
year.  If not redeemed, the preferred shares will begin to accrue a 4%
non-cumulative dividend as of that date.  The preferred shares have
voting rights equivalent to one-half vote per share.  In the event of
a liquidation of the Company, the holders of preferred shares will be entitled
to $1 per share before any payment is made to common shareholders.  Note 6 - Stock Option Plans  In January 1995, the Company adopted a
nonqualified stock option plan under which 600,000 shares of common stock have
been reserved for options, which may be granted to key employees and third-party
consultants at an option price to be determined by the Compensation Committee of
the Board of Directors.  No options have been granted under this
plan.  This plan expired in 2005.  Note 7 - Related Party
Transactions  Since 1998, some of the Companys products
were purchased from a manufacturer in Hong Kong, which is managed by a relative
of an officer of the Company.  For 2007 and 2006, the Companys
purchases from this manufacturer were approximately $0 and $232,000,
respectively.  The Company no longer purchases products from this
manufacturer.  Beginning in October 2005 the Company
began purchasing products from another manufacturer in Hong Kong, which is owned
and managed by a relative of an officer of the Company.  Purchases
from this company in 2007 and 2006 were approximately $5,075,000 and $3,710,000,
respectively.  The Company uses an outside company to
provide product quality review at the point of manufacturing in Hong Kong and
China.  This company is owned and managed by a relative of an officer
of the Company.  Costs for the services provided by this company were
approximately $163,000 and $137,000 in 2007 and 2006,
respectively.  The Company also uses an outside company
to route gold components from suppliers in U.S. to manufacturers in Hong Kong
and China.  This company also provides on a limited basis some product
to the Company.  This company is owned and managed by a relative of an
officer of the Company.  Services and product provided by this company
were $77,000 and $140,000 in 2007 and 2006, respectively.  The Company purchases some of its gift
boxes from a supplier in Hong Kong, which is part owned or controlled by a
relative of an officer of the Company.  Services and product supplied
by this company were approximately $197,000 and $192,000 in 2007 and 2006,
respectively.  The Company uses outside entities to
pursue most of its sales, because it has proven to be both effective and
economical.  The majority stakeholder of the primary outside sales
entity is a family member of an officer of the Company.  Commission expense of the Company
associated with this entity for the years 2007 and 2006 was approximately
$460,000 and $522,000, respectively.  Selling expenses such as
salaries, travel, entertainment etc. are borne directly by the sales
entity.  All of the identified related parties or
of the former subsidiary, there is no continued relationship with these parties
as of December 31, 2007 following the disposition of the subsidiary. F-12  Notes Payable to Employees, Related
Parties  Notes payable to employees and related
parties reflect loans made to the Company from employees and relatives of
employees to enhance the cash flow of the Company.  These notes mature
annually at December 31, but may be renewed if concurred by both the Company and
individual.  These notes may be prepaid without
penalty.  Interest was accrued and paid on these notes at a beginning
rate in 2006 of 9.5% and fluctuated reflecting the change in the prime rate to
8.75% at year-end.  Interest was accrued and paid at a rate ranging
from 7.5% to 9.5% in 2005 and 8.7% in 2004.  As of December 31, 2007 the
notes payable to employees and related parties balance is $0 following the
disposition of the subsidiary.  Note 8 - Income Taxes  The following table summarizes income
taxes:  Year Ended
December 31(In Thousands)


2007


2006


2005Current
U.S.federal

$
-


$
3


$
3U.S.state


-



-



-Other


-



-



--



3



3Deferred
U.S.federal


156



-



-U.S.state


-



-



-Other


-



-



--



-



-Income Tax Expense


156



3



3  The differences between the U.S. federal
statutory tax rate and the Companys effective tax rate are as
follows:  Year Ended
December 312007


2006


2005U.S.federal statutory tax
rate


34
%


34
%


34
%Change in valuation
allowance


(35
)


(35
)


(35
)Other


1



1



1Consolidated Effective Tax
Rate


-
%


-
%


-
%  The components of deferred income taxes as
of December 31 are as follows:  (In Thousands)

2007


2006Deferred Tax AssetsNet operating and capital loss carry
forward

$
-


$
2,891Accounts receivable


-



215Inventories


-



576Property and equipment


-



192Accrued expenses


-



482Deferred Tax Liability Accrued
expenses


-



--



4,356Less:  Valuation
allowance


-



(4,200
)Net Deferred Tax Asset

$
-


$
156  As of December 31, 2007, the deferred
income taxes balance is $0 following the disposition of the
subsidiary. F-13 Note 9 - Supplemental Cash Flow
Information  Year Ended
December 31(In Thousands)

2007


2006


2005Cash paid for interest

$
728


$
583


$
409  As of December 31, 2007 all of the assets
and liabilities of the subsidiary were sold are part of the disposition. 
This transaction is considered a non-cash transaction for determining the
consolidated statement of cash flows for the year ending December 31,
2007.  Note 10 - Employee Benefit
Plan  The company sponsors a
defined-contribution profit-sharing plan covering substantially all full-time
employees who have completed one year of service.  Company
contributions to the plan are discretionary, determined by the Board of
Directors and fully vest to employees upon completion of six years of
service.  The Company also has a voluntary 401(k) savings
plan.  Participants may contribute up to 15% of their compensation to
this plan.  The Company matching to this plan is discretionary and
decided annually by the Board of Directors.  Participant and
employer-matched contributions to the plan are 100% vested.  Company
contributions to these plans were approximately $43,000, $29,000 and $31,000 in
2007, 2006 and 2005, respectively.  As of December 31, 2007 there is no
employee benefit plan as it was included as part of the disposition of the
subsidiary.  Note 11 - Significant
Customers  The Company derived 42% of its net sales
from one customer during 2007.  The Company derived 32%, 11% and 10%
of its net sales from three customers during 2006 and 44%, and 12% from two
customers in 2005. The receivable balances for significant customers were $0 and
$6,596,000 as of December 31, 2007 and 2006, respectively.  Note 12 - Commitments and
Contingencies  Litigation  The Company is a codefendant in a class
action lawsuit brought by a stockholder in 1996 who alleges the Company
misrepresented its financial position in interim financial
statements.  The original suit seeks damages in excess of $11
million.  The Company has repeatedly disputed the stockholders
allegations and believes that they will ultimately prevail in the
litigation.  The parties reached an agreement in principal to settle
the claim for a significantly lesser amount, which was accrued for in
1999.  The settlement agreement is subject to court approval and the
Company may decline to proceed with the agreement if a significant number of
class members opt out of the settlement.  As of December 31, 2006,
there has been no response from counsel for the class action lawsuit or from the
lead plaintiff. The Company continues to accrue the settlement amount until the
issue is resolved. The total accrued as of December 31, 2006 was
$250,000.  This amount has been accrued since 1999.  The
liability associated with this legal proceeding is included in the financial
statements of the disposed subsidiary and any potential future liability is
their responsibility.  See item 3 for further detail on the disposition of
the subsidiary.  Operating Leases  On February 5,2007, Imperial amended and downsized its
rentable square feet under its existing lease.  The length of the
lease was also extended through August 2014.  Imperial is obligated
under a lease on its operating facility, located in Westmont, Illinois for
minimum rentals as well as real estate taxes and other operating expenses
through August 2014.  The leased property was included in the disposition
of the subsidiary transaction effective December 31, 2007.  There are no
future minimum lease payments required as of December 31, 2006. F-14 Rent expense included in the accompanying
statements of operations amounted to $186,000, $242,000 and $238,000 for 2007,
2006 and 2005, respectively.  Employment Agreements  The Company has an employment agreement
with an officer, which was renewed for a five-year period expiring on July 31,
2011.  The agreement calls for a base salary of $280,000 per year with
an automatic salary increase of 5 percent (5%) if the Company reports a minimum
of $100,000 pretax income.  If the required minimum pretax income is
not attained the salary level remains the same.  The agreement also
provides for a bonus of 5 percent (5%) of the Companys pretax
profit.  The agreement includes provisions for severance payments for
the greater of one half (1/2) of the compensation earned under this
agreement for the remaining term of this agreement
or severance pay equal to one years base salary or any period for which the
employee is required not to compete.  This agreement was included in the
disposition of the subsidiary transaction effective December 31, 2007.  The
future minimum annual compensation payments as required under the agreement are
the responsibility of the disposed subsidiary.  Note 13.Restructuring Costs  The company began restructuring its operations late in
the 2ndquarter and early 3rdquarter.  These costs comprised severance
costs associated with the elimination of 14 employees or approx. 25% of total
employees, start up costs to integrate the operations and systems, which were
outsourced to China with the operations and systems in the U.S. net of labor
savings generated.  Most of the functions outsourced overseas were
production related and includes in part boxing, tagging and packaging of the
product as well as certain other clerical data entry.  The Company
accounts for its restructuring activities in accordance with Statement of
Financial Accounting Standards No. 146 Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146) and Statement of Financial Accounting
No. 112, Employees Accounting for Post Employment Benefits (SFAS
112).  As of December 31, 2007 & 2006, the Companys total
restructuring accrual was $0 and $68,000, respectively.  During fiscal 2006, the Company recorded $378,000 in
restructuring charges, which included $168,000 for severance and benefits,
$210,000 for startup costs in China.  As of December 31, 2006, 14
employees have been terminated.  Payments related to severance and
benefits are expected to be paid off by the second quarter of fiscal
2007.  The following table summarizes the various restructuring
plan (in thousands):  Workforce
Reduction


Startup Costs


TotalAccrual balance as of December 31,
2005

$
0


$
0


$
0Restructuring charges


168



210



378Cash payments


(100
)


(210
)


(310
)Accrual balance as of December 31,
2006

$
68


$
0


$
68  Note 14
                       Discontinued
Operations  The following table summarizes the results of the
discontinued operations for the year ended December 31, (in
thousands):  2007Net sales
$                               
30,835Loss from operations
(1,260)Loss on sale of subsidiary
(83)Net loss from discontinued
operations
(1,343) F-15 In 2007, the Company entered into an agreement for the
intended sale of its sole subsidiary. The Company completed this divestiture on
December 31, 2007.  This business included all active operations of the
company.  In 2007, the Company recorded an additional net loss upon
completion of the sale of $83,000.   Note 15.Saleof
Subsidiary  On December 31, 2007, the stockholders holding a
majority of combined voting power of the Company, including holders of common
stock and preferred stock, have approved the sale of its wholly owned operating
subsidiary, Imperial World, Inc. to the Companys original principal
shareholders for $1 and the assumption of all liabilities associated with the
business.  Assets and liabilities to be disposed of comprise of the
following at December 31, 2007:  Cash

$
313Accounts receivable


11,011Inventories


6,844Other assets


344Property and Equipment, net


14118,654Line of credit


(8,440
)Notes payable


(933
)Accounts payable - trade


(7,766
)Accounts payable to affiliated
companies


(766
)Accrued liabilities


(666
)(18,571
)Book value of net assets

$
83 The Company recognized a loss of $83,000 on the sale of
subsidiary. F-16  Schedule l IWI Holding Limited Condensed
Financial Information of Registrant Balance
Sheets December 31,
2007 and 2006    Assets

2007


2006Cash

$
-


$
1,000Due from affiliate


-



500,000Investments in wholly owned
subsidiaries


-



842,000Total Assets

$
-


$
1,343,000Stockholders
EquityPreferred stock - $1 par value;
authorized  5,000,000
shares; issued and
outstanding  3,644,880 shares

$
3,644,880


$
3,644,880Common stock  No par value;
authorized  10,000,000
shares; issued and
outstanding  2,544,700 shares


-



-Additional paid-in
capital


12,446,120



12,446,120Accumulated deficit


(16,091,000
)


(14,748,000
)$
-


$
1,343,000Statements of Income and
Accumulated Deficit

2007


2006Equity in net (loss) income of
subsidiaries

$
(1,343,000
)

$
(127,000
)Accumulated deficit, beginning of
year


(14,748,000
)


(14,621,000
)Accumulated deficit, end of
year

$
(16,091,000
)

$
(14,748,000
)  Note 1 - Basis of
Presentation  The Companys share of net (loss) income
of its unconsolidated subsidiaries, all of which are wholly owned, is included
in net income using the equity method. Parent-company-only financial statements
should be read in conjunction with the Companys consolidated financial
statements. F-17    Schedule ll IWI Holding Limited Valuation and Qualifying
Accounts Years Ended December 31, 2007, 2006 and
2005  Description

Balance at
Beginning of period


Additions Charged
to Cost and Expenses


Additions Charged
to Other Accounts


Deduction


Balance at End of
periodYear Ended December 31,
2005Allowance for
Doubtful
Accounts

$
596,000



116,000



-



2,000
(1)

$
710,000Inventory Valuation
Allowance

$
949,000



111,000



-



34,000
(2)

$
1,026,000Deferred Income Tax
Valuation
Allowance

$
3,279,000



559,000



-



-
(3)

$
3,838,000Year Ended December 31,
2006Allowance for
Doubtful
Accounts

$
710,000



25,000



-



184,000
(1)

$
551,000Inventory Valuation
Allowance

$
1,026,000



268,000



-



149,000
(2)

$
1,145,000Deferred Income
Tax
Valuation
Allowance

$
3,838,000



362,000



-



-


$
4,200,000Year Ended December 31,
2007Allowance for
Doubtful
Accounts

$
551,000



-



-



551,000
(4)


-Inventory Valuation
Allowance

$
1,145,000



-



-



1,145,000
(4)


-Deferred Income
Tax
Valuation
Allowance

$
4,200,000



-



-



4,200,000
(4)


-   (1)Write-off of uncollectible accounts (2)Inventory losses realized (3)Decreases in deferred tax asset (4)          
  Disposition of subsidiary  F-18