SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
20-F

(Mark One)

[
   ]

REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934

[
X ]

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
1934  For the Fiscal Year Ended December 31, 2008

[
   ]

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934



Commission File No.
0-25108

IWI 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 Offices



Securities Registered
Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

None

None



Securities Registered
Pursuant to Section 12(g) of the Act:

Common
Stock, par value $.001

(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 June
30, 2009, the Registrant had outstanding 2,554,700 shares of Common Stock
(51,094 after the 1-for-50 reverse stock split) and 3,644,480 shares of
Preferred Stock.



Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.  Yes _ No X



Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.  Yes _ No X



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. Yes X  No



Indicate by
check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ___ No X



Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

___

Accelerated filer
____

Non-accelerated filer__  Smaller reporting company
X



Indicate by
check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing: U.S. GAAP  XInternational Financial Reporting Standards as issued ___
 Other __

by the International Accounting Standards Board



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ___ No X





TABLE OF CONTENTS





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





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)



|                                                             |  |     
|------------------------------------------------------------ |  | ----
|                                                             |  | 2007
|Statement of Income
Data:                                    |  |     
|Net sales                                                    |  | $   
|Cost of sales                                                |  |     
|Gross profit                                                 |  |     
|Operating
expenses                                           |  |     
|Income (loss) from
operations before the Restructuring Costs |  |     
|Restructuring
Costs                                          |  |     
|Other income
(expense)  net                                 |  |     
|Income (loss) before
income taxes                            |  |     
|Income data:                                                 |  |     
|Income
(tax) benefit                                         |  |     
|Net
income (loss) from continuing operations                 |  |     
|Discontinued
operations                                      |  |     
|Loss on sale of
subsidiary                                   |  |     
|Net income
(loss)                                            |  | $   
|Net income (loss) per
common share                           |  | $   
|Cash distributions
per common share                          |  | $   
|Weighted average
number of common shares outstanding         |  |     
|                                                             |  |     
|                                                             |  |     
|                                                             |  | 2007
|Balance Sheet
Data:                                          |  |     
|Working
capital                                              |  | $   
|Total assets                                                 |  |     
|Long-term debt                                               |  |     
|Shareholders
equity                                         |  |     



Disposition



On December
31, 2007, 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. JK has appointed its
nominee as the sole officer and director of the Company and the Companys
operating subsidiary was 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 now a shell company and is seeking 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 June
29, 2009, 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.

3



---



ITEM 4.

INFORMATION ON THE COMPANY



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, was engaged in the design,
assembly, merchandising and wholesale distribution of jewelry.  This
subsidiary was disposed of effective December 31, 2007. .



The Company
is a shell company subsequent to the sale of the subsidiary and currently is
seeking for a suitable acquisition.  Revenue and expense information of the
former subsidiary are included in discontinued operations for the year ending
December 31, 2007.



ITEM 4A.

UNRESOLVED STAFF COMMENTS.



Not
applicable since the registrant is a small business issuer.



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.

4

---



|                                              | 2007    | 2008   
|--------------------------------------------- | ------- | -------
|                                              | Amount  | %
Sales
|Net sales                                     | 0       | 0      
|Gross profit                                  | 0       | 0      
|Operating
expenses                            | 0       | 0      
|Restructuring
Costs                           | 0       | 0      
|Income (Loss)
from  oper.                     | 0       | 0      
|Other income
(expense)                        | 0       | 0      
|(Loss) Income before
income taxes             | 0       | 0      
|Income tax                                    | 0       | 0      
|Net (Loss) income
from continuing operations  | 0       | 0      
|Discontinued
Operations                       | (1,260) | -      
|Loss on sale of
subsidiary                    | (83)    | -      
|Net loss                                      | (1,343) | (0.0)  
|Net (Loss) income
per  common share           |         |        
|Weighted average
number of shares outstanding | 51,094  |        



Year Ended
December 31, 2008 Compared to Year Ended December 31, 2007



The results
of operations for the year ended December 31, 2008 reflect the carrying costs
associated with the Companys status as a reporting public company. Expenses
were $62,171 for the year, and are expected to continue at the same level until
an acquisition is identified.



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 2008 totaled $62,171 a change of $1,280,829 compared to
the net loss reported in 2007 of $1,343,000.



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. Funds for the Companys operation have been provided by its officer
and controlling shareholder.

5

---



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.



Discontinued Operations



The following
table summarizes the results of the discontinued operations for the year ended
December 31, 2007(in thousands):



|Net sales                             | $
                               30,835
|------------------------------------- | ---------------------------------------
|Loss 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 as of June 30, 2009.



|Name             |  | Position                                                   
|---------------- |  | -----------------------------------------------------------
|Benjamin
Hoskins |  | President, Chief
Financial Officer, Secretary and director.



Benjamin
Hoskins has been our president, sole officer and director since September 2008.
Mr. Hoskins is President of Greenway Technology, engaged in developing a waste
oil recovery facility, and is the owner of Oxford Capital, LLC, an investment
firm He has been a marketing consultant and private investor for more than the
past 10 years. He serves without compensation.

6

---





Compensation of Directors and Officers



No
compensation was paid to any officer or director during 2008. In connection with
an acquisition, the officer and director may be paid a severance fee for his
time and efforts devoted to the Company.



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 were 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.



In addition,
the Company maintained until 2007 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.

7

---



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, 2008, the Board of Directors held three formal meetings.
 Each director attended the meeting of the Board of Directors.



Employees



As of
December 31, 2008, the Company had no employee.  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 June 30, 2009, 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 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 Power
|------------------------------------ | --------------------------------------------- | -------------- | ---------------- | -----------------------
|JK Advisers Hedge
Fund (1)           | 18,375                                        | Common         | 35.96%           | 20.99%                 
|Bamberg Company Ltd
(1)(2)           | 3,644,880                                     | Preferred      | 100.00%          | 41.64%                 

Benjamin
Hoskins

--

--

--
              --

All officers and directors
as

A
group ( 1 person)

--

--

--

--



(1)

JK Advisers Hedge Fund owns 918,750 shares pre-split and 18,375
post split 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.

8

---





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.



In 2008, the
principal shareholder advanced $20,000 for costs on behalf of the Company. These
amounts are due on demand and non-interest bearing.



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.



|               |  | 2008 |      |  | 2007 |  
|-------------- |  | ---- | ---- |  | ---- | -
|               |  | High |      |  | Low  |  
|First Quarter  |  | $    | .090 |  |      | $
|Second Quarter |  |      | .060 |  |      |  
|Third Quarter  |  |      | .040 |  |      |  
|Fourth Quarter |  |      | .040 |  |      |  
|               |  |      |      |  |      |  



At June 29,
2009, the sale price of the Common Stock was $.01.



The Board of
Directors has approved a 1-for-50 reverse stock split of the common stock. The
reverse split has not yet been reflected on the OTCBB pending compliance with
the requirements of the OTCBB.



ITEM 10.

ADDITIONAL INFORMATION



Memorandum
and Articles of Association.



The Company
has two classes of stock, preferred and common. The Memorandum and Articles of
Association were amended by resolution of the Board of Directors dated November
22, 2008 to change the number and par value of the common and preferred stock,
and to effect a reverse stock split for the common stock. .



Preferred
stock has no par value, and 5 million shares have been authorized of which
3,644,880 shares are issued and outstanding.  The outstanding
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.

9

---



Common stock
has $.001 par value, 50 million shares have been authorized, and 2,554,700
shares are issued and outstanding.  However, as a result of the reverse
stock split, each holder of 50 shares of common stock will receive in exchange
therefore 1 new share. No fractional shares shall be issued. In lieu of such
fractional share, the holder will receive one whole share. Therefore, the number
of common stock is to be adjusted to be the number of shares of common stock
will be adjusted to be approximately 51,094. 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.

10

---



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



This item is
not applicable since the Company is a small business issuer.



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not
applicable.



PART
II



ITEM 13.

DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES



None
reportable.

11

---



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.

12

---



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.



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,
2008.  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 16.

[RESERVED]



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.

13

---





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, 2008, , and  2007 were $4,000 and  $6,000
, respectively.



All Other
Fees



The aggregate
fees paid for other accounting services, primarily audit related, for the years
ended December 31, 2008  and  2007  were $23,729and, $3,800,
 .



Item 16D.

Exemptions from the Listing Standards for Audit Committees.



Not
Applicable.



Item 16E

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers.



Not
Applicable.



Item 16F.

Change in Registrants Certifying Accountant.



Not
Applicable.



Item 16G.

Corporate Governance.



Not
Applicable.



PART
III



ITEM 17.

FINANCIAL STATEMENTS



Not
applicable



ITEM 18.

FINANCIAL STATEMENTS



|(a)           
Financial Statements                                                            | Page 
|---------------------------------------------------------------------------------------------- | -----
|Report of Independent
Auditors                                                                 | 16   
|Consolidated Balance
Sheets as of  December 31, 2008 and 2007                                  | 17   
|Consolidated
Statements of Operations for the Years Ended December 31, 2008 and
2007           | 18   
|Consolidated
Statements of Shareholders Equity for the Years Ended December 31, 2008
and 2007 | 19   
|Consolidated
Statements of Cash Flows for the Years Ended December 31, 2008 and
2007           | 20   
|Notes to Consolidated
Financial Statements                                                     | 21-30
|Financial Statement
Schedules (1)                                                              |      
|I - Condensed
Financial Information of Registrant                                              | 31   
|II - Valuation and
Qualifying Accounts                                                         | 32   



(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.

14

---



ITEM 19.

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
LIMITED |                          
|------------------ | ------------------- | -------------------------
|                   |                     |                          
|Date: July
28,2009 | By:                 | /s/ Benjamin
Hoskins     
|                   |                     | Benjamin
Hoskins         
|                   |                     | President and
Director
15



IWI HOLDING LIMITED



CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS REPORT



Years Ended December 31,
2008 and 2007



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



The Board of
Directors and

Stockholders
of IWI Holding Limited

Las Vegas,
Nevada





We have
audited the accompanying consolidated balance sheets of IWI Holding Limited as
of December 31, 2008 and 2007, 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.



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, 2008 and 2007, 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.



/s/Spector,
Wong & Davidian, LLP Pasadena, California

July 20,
2009

16

---



Exhibit A

IWI Holding
Limited

Consolidated Balance Sheets

(In Thousands,
Except Share Data)



December
31, 2008 and 2007



|                                                                                                       |  | 2008 |         |   | 2007 |  
|------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | -
|Assets                                                                                                 |  |      |         |   |      |  
|Total
Assets                                                                                           |  | $    | -       |   |      | $
|                                                                                                       |  |      |         |   |      |  
|Liabilities and
Stockholders Equity                                                                   |  | 2008 |         |   | 2007 |  
|Current
Liabilities                                                                                    |  |      |         |   |      |  
|Accounts payable 
Trade                                                                               |  |      | 62      |   |      |  
|Accrued
liabilities                                                                                    |  |      | -       |   |      |  
|Total Current
Liabilities                                                                              |  |      | 62      |   |      |  
|Stockholders
Equity (Deficit)                                                                         |  |      |         |   |      |  
|Preferred stock - no
par value; authorized  5,000,000 shares; issued and
outstanding  3,644,880 shares |  |      | 3,645   |   |      |  
|Common
stock  $0.001 par value; authorized  10,000,000
shares; issued and outstanding  51,094 shares   |  |      | -       |   |      |  
|Additional paid-in
capital                                                                             |  |      | 12,446  |   |      |  
|Accumulated
deficit                                                                                    |  |      | (16,153 | ) |      |  
|Total Stockholders
Equity (Deficit)                                                                   |  |      | (62)    |   |      |  
|Total Liabilities
& Stockholders Equity (Deficit)                                                     |  | $    | 0       |   |      | $











See notes to
consolidated financial statements

17

---



Exhibit B

IWI Holding
Limited

Consolidated Statements of Operations

(In Thousands,
Except Share Data)



Years Ended
December 31, 2008 and 2007



|                                                     |  | 2008 |        |   | 2007 |   |        
|---------------------------------------------------- |  | ---- | ------ | - | ---- | - | -------
|Net Sales                                            |  | $    | -      |   |      | $ |        
|Cost of Sales                                        |  |      | -      |   |      |   |        
|Gross Profit                                         |  |      | -      |   |      |   |        
|Selling, General and
Administrative Expenses         |  |      | 62     |   |      |   |        
|Restructuring
Cost                                   |  |      | -      |   |      |   |        
|Income (Loss) from
Operations                        |  |      | (62)   |   |      |   |        
|Interest
Expense                                     |  |      | -      |   |      |   | -      
|Other Income
(Expense)                               |  |      | -      |   |      |   | -      
|Loss Before Income
Taxes from continuing operations  |  |      | (62)   |   |      |   |        
|Income Tax
Expense                                   |  |      | -      |   |      |   |        
|Net Loss from
continuing operations                  |  |      | (62)   |   |      |   |        
|Discontinued
operations                              |  |      |        |   |      |   | (1,260)
|Loss on sale of
subsidiary                           |  |      |        |   |      |   | (83)   
|Net Loss                                             |  | $    | (62    | ) |      | $ | (1,343 
|Net Loss per Common
Share                            |  | $    | (1.22  | ) |      | $ | (26.28 
|Weighted-Average
Number of Common
Shares
Outstanding |  |      | 51,094 |   |      |   | 51,094 
|                                                     |  |      |        |   |      |   |        









See notes to
consolidated financial statements

18

---



Exhibit C



IWI Holding
Limited

Consolidated Statements of Stockholders Equity
(Deficit)

(In Thousands,
Except Share Data)



Years Ended
December 31, 2008and 2007



|                             |  | Preferred Stock Number of shares |           |  | Amount |   |          | Common
Stock Number of shares |   |  | Amount      |  |  | Additional paid-in capital |   |  | Accumulated Deficit |   |        | Total | 
|---------------------------- |  | -------------------------------- | --------- |  | ------ | - | -------- | ----------------------------- | - |  | ----------- |  |  | -------------------------- | - |  | ------------------- | - | ------ | ----- | 
|Balance, December 31,
2006   |  |                                  | 3,644,880 |  |        |   | $  3,645 |                               | $ |  | 2,554,700   |  |  |                            | - |  |                     | $ | 12,446 |       | 
|                             |  |                                  |           |  |        |   |          |                               |   |  |             |  |  |                            |   |  |                     |   |        |       | 
|Net Loss                     |  |                                  |           |  |        |   |          |                               |   |  |             |  |  |                            |   |  |                     |   |        |       | 
|Balance, December 31,
2007   |  |                                  | 3,644,880 |  |        |   | 3,645    |                               |   |  | 2,554,700   |  |  |                            | - |  |                     |   | 12,446 |       | 
|                             |  |                                  |           |  |        |   |          |                               |   |  |             |  |  |                            |   |  |                     |   |        |       | 
|Reverse Stock Split 1
for 50 |  |                                  |           |  |        |   |          |                               |   |  | (2,503,606) |  |  |                            |   |  |                     |   |        |       | 
|                             |  |                                  |           |  |        |   |          |                               |   |  |             |  |  |                            |   |  |                     |   |        |       | 
|Net Loss                     |  |                                  |           |  |        |   |          |                               |   |  |             |  |  |                            |   |  |                     |   |        |       | 
|Balance, December 31,
2008   |  |                                  | 3,644,880 |  |        | $ | 3,645    |                               |   |  | 51,094      |  |  | $                          | - |  |                     | $ | 12,446 |       | 





See notes to
consolidated financial statements

19

---



Exhibit D

IWI Holding
Limited

Consolidated Statements of Cash Flows

(In
Thousands)



Years Ended
December 31, 2008 and 2007



|                                                                                    |  | 2008 |      |   | 2007 |   |         |  
|----------------------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ------- | -
|Cash Flows from
Operating Activities                                                |  |      |      |   |      |   |         |  
|Net loss                                                                            |  | $    | (62) | ) |      | $ | (1,343  | )
|Adjustments to
reconcile net (loss) to income
net cash
used in operating activities |  |      |      |   |      |   |         |  
|Depreciation and
amortization                                                       |  |      |      |   |      |   | 14      |  
|Provision for
doubtful accounts                                                     |  |      |      |   |      |   | 609     |  
|Loss on sale of
subsidiary                                                          |  |      |      |   |      |   | 83      |  
|(Increase) decrease
in
Accounts
receivable                                          |  |      |      |   |      |   | (2,549) |  
|Inventories                                                                         |  |      |      |   |      |   | 2,927   |  
|Prepaid
expenses                                                                    |  |      |      |   |      |   | (210    | )
|Deferred income
taxes                                                               |  |      |      |   |      |   | 156     |  
|Increase (decrease)
in Accounts payable  Trade                                     |  |      | 62   |   |      |   | 1,649   |  
|Accounts payable to
affiliated companies                                            |  |      |      |   |      |   | (807)   |  
|Accrued
liabilities                                                                 |  |      |      |   |      |   | (733    | )
|Net Cash Used
in  Operating Activities                                              |  |      | -    |   |      |   | (205    | )
|Net Cash Used in
Investing Activities                                               |  |      |      |   |      |   |         |  
|Sale of
subsidiary                                                                  |  |      |      |   |      |   | (313)   |  
|Purchases of property
and equipment                                                 |  |      |      |   |      |   | (37     | )
|Net Cash Used in
Investing Activities                                               |  |      | -    |   |      |   | (350    | )
|Cash Flows from
Financing Activities                                                |  |      |      |   |      |   |         |  
|Other                                                                               |  |      | -    | ) |      |   | (283)   |  
|Borrowings
from  line of credit, net                                                |  |      |      |   |      |   | 736     |  
|Net Cash Provided by
Financing Activities                                           |  |      | -    |   |      |   | 453     |  
|Net Increase
(Decrease) in Cash                                                     |  |      | -    | ) |      |   | (102    | )
|Cash, Beginning of
Year                                                             |  |      | -    |   |      |   | 102     |  
|Cash, End of
Year                                                                   |  | $    | -    |   |      | $ | 0       |  



















See notes to
consolidated financial statements

20

---



IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007



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.



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.

21

---



IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 3 -
Summary of Significant Accounting Policies (Continued)



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.



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.



22



IWI Holding
Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 3 -
Summary of Significant Accounting Policies (Continued)



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, 2008 and 2007, there were no stock
options granted and outstanding.



Advertising Costs



The Company
expenses all advertising costs as incurred.  Advertising costs were
approximately $0 and $1,543,000 for 2008 and 2007,
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.

23

---



IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 3 -
Summary of Significant Accounting Policies (Continued)



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. The adoption of SFAS No. 157 did
not have a material effect on the Companys results of operations 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. The adoption of SFAS No. 159 did not have a material effect on the
Companys results of operations or financial position.

24

---



IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 3 -
Summary of Significant Accounting Policies (Continued)



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.



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, which 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.



In June 2008,
the FASB issued FASB SP EITF 03-6-1, Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities. SP EITF
03-6-1 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as described
in SFAS No. 128, Earnings per Share.  SP EITF 03-6-1 is effective
for financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited.  The Company is
required to adopt SP EITF 03-6-1 in the first quarter of 2009 and is currently
evaluating the impact that SP EITF 03-6-1 will have on its financial
statements.

25

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IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





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.



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



In 2008, the
principal shareholder advanced $20,000 for costs on behalf of the Company. These
amounts are due on demand and non interest bearing, and included in accounts
payable.



Beginning in
October 2005 the Company began purchasing products from a manufacturer in Hong
Kong, which is owned and managed by a relative of a former officer of the
Company.  Purchases from this company in 2007 were approximately
$5,075,000.



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 a former officer of the Company.  Costs for
the services provided by this company were approximately $163,000 in 2007.

26

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IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 7 -
Related Party Transactions (Continued)



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 a former officer of the Company.  Services
and product provided by this company were $77,000 in 2007.



The Company
purchases some of its gift boxes from a supplier in Hong Kong, which is part
owned or controlled by a relative of a former officer of the
Company.  Services and product supplied by this company were
approximately $197,000 in 2007.



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 a former officer of the
Company. Commission expense of the Company associated with this entity for the
year 2007 was approximately $460,000.  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.



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:



|Years ended December
31, |                    |  |     
|------------------------ | ------------------ |  | ----
|(In Thousands)           |                    |  | 2008
|Current                  | U.S. federal       |  | $   
|                         | U.S. state         |  |     
|                         | Other              |  |     
|                         |                    |  |     
|Deferred                 | U.S. federal       |  |     
|                         | U.S. state         |  |     
|                         | Other              |  |     
|                         |                    |  |     
|                         | Income Tax
Expense |  |     





27

IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





Note 8 -
Income Taxes (Continued)



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



|                                |  |     
|------------------------------- |  | ----
|                                |  | 2008
|U.S. federal
statutory tax rate |  |     
|Change in valuation
allowance   |  |     
|Other                           |  |     
|Consolidated
Effective Tax Rate |  |     
|                                |  |     



As of December 31, 2007,
the deferred income taxes balance is $0 following the disposition of the
subsidiary.



Note 9 - Supplemental
Cash Flow Information



|                       |  |     
|---------------------- |  | ----
|(In Thousands)         |  | 2008
|Cash paid for
interest |  | $   
|                       |  |     



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
has no sales for 2008 but derived 42% of its net sales from one customer during
2007.

28

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IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007





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.



Rent expense
included in the accompanying statements of operations amounted to $0 and
$186,000 for 2008 and 2007, 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.

29

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IWI Holding Limited

Notes to
Consolidated Financial Statements



Years Ended
December 31, 2008 and 2007



Note 13 
Amendment of Article of Association



On November
22, 2008, the Board of Directors authorized to amend its article of association
to increase the authorized shares of common stocks to 10 million (10,000,000),
and approved a 1-for 50 reverse split of its common stock.  As a result,
the Companys issued and outstanding common stock was reduced from approximately
2.5 million to approximately 51,000 shares. Fractional shares resulting from the
split were rounded down to the next whole number.   The par value of
the common stock was changed from no par value to $0.001 per share.
Consequently, the aggregate par value of the issued common stock was increased
by reclassifying the par value amount of the outstanding shares from Additional
paid-in capital in the Companys Consolidated Balance Sheets.  All shares
and per share amounts in the Consolidated Financial Statements and Notes to the
Consolidated Financial statements, have been retroactively adjusted, for all
periods presented to reflect the reverse stock split.



Note 14 -
Discontinued Operations



The following
table summarizes the results of the discontinued operations for the year ended
December 31, 2007 (in thousands):



|Net sales                             | $
                               30,835
|------------------------------------- | ---------------------------------------
|Loss 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.



Note 15 - Sale of
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                                     |  | $ | 313    |  
|---------------------------------------- |  | - | ------ | -
|Accounts
receivable                      |  |   | 11,011 |  
|Inventories                              |  |   | 6,844  |  
|Other assets                             |  |   | 344    |  
|Property and
Equipment, net              |  |   | 141    |  
|Line of credit                           |  |   | (8,440 | )
|Notes payable                            |  |   | (933   | )
|Accounts payable -
trade                 |  |   | (7,766 | )
|Accounts payable to
affiliated companies |  |   | (766   | )
|Accrued
liabilities                      |  |   | (666   | )
|Book value of net
assets                 |  | $ | 83     |  
|                                         |  |   |        |  

The Company recognized a
loss of $83,000 on the sale of subsidiary.

30

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Schedule I

IWI Holding
Limited

Condensed
Financial Information of Registrant

Balance
Sheets

December
31, 2008 and 2007







|Assets                                                                                                   |  | 2008 |             |   | 2007 |  
|-------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Cash                                                                                                     |  | $    | -           |   |      | $
|Due from
affiliate                                                                                       |  |      | -           |   |      |  
|Investments in wholly
owned subsidiaries                                                                 |  |      | -           |   |      |  
|Total Assets                                                                                             |  | $    | -           |   |      | $
|Stockholders Equity                                                                                     |  |      |             |   |      |  
|Preferred stock - $1
par value; authorized  5,000,000
shares;
issued and outstanding  3,644,880 shares |  | $    | 3,644,880   |   |      | $
|Common stock  $0.001
par value; authorized  10,000,000
shares;
issued and outstanding  51,094 shares  |  |      | 51          |   |      |  
|Additional paid-in
capital                                                                               |  |      | 12,445,949  |   |      |  
|Accumulated
deficit                                                                                      |  |      | (16,153,171 | ) |      |  
|                                                                                                         |  | $    | (62,171)    |   |      | $
|                                                                                                         |  |      |             |   |      |  
|Statements of Income and Accumulated Deficit                                                             |  | 2008 |             |   | 2007 |  
|Equity in net (loss)
income of subsidiaries                                                              |  | $    | (62,171     | ) |      | $
|Accumulated deficit,
beginning of year                                                                   |  |      | (16,091,000 | ) |      |  
|Accumulated deficit,
end of year                                                                         |  | $    | (16,153,171 | ) |      | $
|                                                                                                         |  |      |             |   |      |  



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.

31

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Schedule II

IWI Holding Limited

Valuation and Qualifying Accounts

Years Ended December 31, 2008 and 2007



|Description                             |  | Balance
at Beginning of period |           |  | Additions Charged to Cost and Expenses |  |   | Additions Charged to Other Accounts |  |  | Deduction |  |  | Balance
at End of period |          
|--------------------------------------- |  | ------------------------------ | --------- |  | -------------------------------------- |  | - | ----------------------------------- |  |  | --------- |  |  | ------------------------ | ---------
|                                        |  |                                |           |  |                                        |  |   |                                     |  |  |           |  |  |                          |          
|Year Ended
December 31, 2007            |  |                                |           |  |                                        |  |   |                                     |  |  |           |  |  |                          |          
|Allowance for
Doubtful
Accounts         |  | $                              | 551,000   |  |                                        |  | - |                                     |  |  | -         |  |  |                          | 551,000  
|Inventory
Valuation
Allowance           |  | $                              | 1,145,000 |  |                                        |  | - |                                     |  |  | -         |  |  |                          | 1,145,000
|Deferred
Income Tax
Valuation
Allowance |  | $                              | 4,200,000 |  |                                        |  | - |                                     |  |  | -         |  |  |                          | 4,200,000



Year Ended December 31,
2008

|Allowance for
Doubtful
Accounts         |  | $ | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - | 
|--------------------------------------- |  | - | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - | 
|Inventory
Valuation
Allowance           |  | $ | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - | 
|Deferred
Income Tax
Valuation
Allowance |  | $ | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - | 





None

(1)

Disposition
of subsidiary

32