SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F/A

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THESECURITIES EXCHANGE ACT OF 1934
X             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2006
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from ______________ to _______________.
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 None	Name of Each Exchange on Which Registered None
Securities 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 

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EXPLANATORY NOTE

This Annual Report on Form 20-F is being amended to revise Item 15, Controls and Procedures and to revise the certifications filed therewith.

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, 2006.

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 the fiscal year ended December 31, 2006 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.

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 frame work in Internal Control Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2006.  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 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, 2006.

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 the year ended December 31, 2006 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 the year ended December 31, 2006 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.

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, 2006.  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 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

31.1 Certification of Chief Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a)(10). Filed herewith.

32.1 Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350(10).

Filed herewith

*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: October 7, 2009	By:	/s/Baldwin Yung
		Baldwin Yung
		Chief Executive and Financial Officer

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