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Penton International Ltd (PENP)

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Monday 25 February, 2008

Penton International Ltd

Announcement of Reverse Takeover and Results


PENTON INTERNATIONAL LTD

(Company Registration No: 200003044C)

__________________________________________________________________________________

(I) ANNOUNCEMENT OF REVERSE TAKE OVER

(II) WITHDRAWAL FROM PLUS MARKETS, LONDON

(III) PROPOSED DISPOSAL OF SUBSIDIARY

(IV) FULL YEAR FINANCIAL STATEMENT AND DIVIDEND ANNOUNCEMENT FOR THE YEAR ENDED
31 DECEMBER 2007

(I) ANNOUNCEMENT OF REVERSE TAKE OVER (RTO)

The Board is pleased to announce that the Company has signed a Memorandum of
Understanding with Inhwa Enterprise Pte Ltd, a company incorporated in
Singapore (hereinafter referred to as "Inhwa") which states the following:

 1. Penton currently has no operating business and intends to acquire the
    following subsidiaries from Inhwa:
   
 i. Inhwa Marketing Pte Ltd
   
ii. Inhwa Manufacturing (S) Pte Ltd
   
iii. Inhwa Marketing Sdn Bhd
   
iv. Inhwa Trading Sdn Bhd
   
 v. Imasin Sdn Bhd
   
2. Inhwa intends to sell its shareholding in all its Singapore and Malaysia
subsidiaries listed above to Penton. The above subsidiaries have estimated
combined pretax profit of at least S$10 million for the last 2 years,
therefore, meeting the quantitative criteria for SGX Main Board listing.

3. Penton shall appoint the RTO team of professionals to conduct due diligence
on Inhwa's subsidiaries in Singapore and Malaysia. The RTO team shall be
responsible for helping Penton to prepare the RTO circular for submission to
SGX and its shareholders to obtain the necessary approvals for re-listing of
Penton.

 4. Inhwa or its nominees shall provide a S$900,000.00 convertible loan to
    Penton to fund the expenses relating to the appointment of the RTO team of
    professionals and the staff costs relating to the existing 2 Penton staffs.
    This loan shall be converted, at the earlier of obtaining SGX eligibility
    letter to re-list or 12 months from the date of drawdown, at 0.5 cents per
    new Penton share. The interest coupon of the loan shall be 6% per annum but
    in case of conversion, the interest shall be waived.
   
 5. Inhwa shall house the existing 2 staffs of Penton for better co-ordination
    and control during the execution period of RTO acquisition. Inhwa shall
    obtain the agreement of its key management executives to enter into service
    agreement with the re-listed Penton for an initial period of 3 years on
    such terms as mutually agreed between the key executives and the company to
    ensure continuity of Inhwa's management at the re-listed Penton.
   
Details of the Proposed RTO

 a. The Parties have discussed and intend to enter into a sale and purchase
    agreement to undertake the RTO acquisition via a share swap as follows:
   
 i. Penton will issue about 6.5 billion new shares, at 1.5 Singapore cents per
    share, as purchase consideration to acquire Inhwa's subsidiaries which
    shall be valued at 15 times of each of their Net Profit After Tax ("NPAT")
    for 2007, i.e. the combined NPAT estimated at S$6.5 million, therefore,
    valuation of Inhwa's subsidiaries is estimated at S$97.5 million. The
    actual number of shares to be issued to Inhwa shall be based on the audited
    financials of each of the subsidiaries for 2007when it becomes available.
   
ii. In case of successful re-listing of Penton, Penton will issue 70 million
    new shares to One Tree Capital Ltd as commission for bringing together the
    Parties to facilitate the RTO acquisition. In addition, Penton will also
    issue 50 million new shares to certain executives namely Ms Geraldine Goo
    (10 million), Mr R Kalaichelvan (10 million), Mr Christopher Beneyto (10
    million), Mr Rasheed Thaiyar ( 9.5 million), Ms Loke Oi Lin (10 million)
    and Mrs Shanthi Radhakrishnan ( 0.5 million) for assisting in the
    restructuring of Penton and also about 4.7 million new shares for services
    of its previous Chief Financial Officer.
   
iii. After re-listing of Penton, if the company's NPAT for 2008 exceeds NPAT
    for 2007, Penton shall, within 1 month after release of its audited
    results, issue additional new shares as future consideration shares to
    Inhwa calculated using the following formula - 13.5 times of (NPAT 2008
    minus NPAT 2007) divide by 0.015.
   
 a. The Parties agree that Penton shall seek all the necessary approvals,
    including from Penton's Independent Shareholders in respect of their rights
    to receive a mandatory offer from Inhwa following the issue and allotment
    of the purchase consideration shares ("Whitewash Waiver") to Inhwa. An
    Independent Financial Adviser to the Independent Directors of Penton shall
    be appointed in connection with the Whitewash Waiver.
   
 b. The Parties agree to obtain an irrevocable undertaking from Regional
    Capital, being the majority shareholder of Penton, to vote in favour of the
    RTO acquisition at extraordinary meeting of shareholders to be convened in
    due course.
   
 c. The Parties shall use their best endeavors to ensure that the public float
    requirement of SGX are met following the RTO acquisition, including to
    engage brokers to undertake a placement of new Penton shares ("Compliance
    Placement") to meet the shareholding spread and distribution requirement of
    SGX.
   
 d. The Parties are targeting to complete the RTO acquisition by the end of
    2008 and this MOU shall be valid for an initial period of 3 months, from
    the date hereof, to facilitate the preparation, negotiation and execution
    of the RTO acquisition. Sale and Purchase Agreement and further extensions
    shall be subject to the agreement of the Parties.
   
Background Information about Inhwa Group of Companies

Inhwa Enterprise and Inhwa Marketing were set up in 1979 by Mr Mardjoeki
Atmadiredja and his elder cousin, the late Mr Ong Tjoe Soe, to distribute
"TOTO" brand bathroom fixtures for Singapore market. They also set up Inhwa
Manufacturing in 1980 to make press steel enameled bathroom and kitchen
equipment in Singapore, taking advantage of investment incentives offered by
the Economic Development Board.

They expanded its distribution of "TOTO" brand bathroom fixtures to dealers
Malaysia in 1994 with the setting up of Inhwa Marketing Sdn Bhd and then Imasin
Sdn Bhd in 1995 to market "TOTO" brand sanitary wares and fittings and hotel
equipment in Malaysia. Further in 1997, Inhwa Trading Sdn Bhd was set up to
undertake project sales of "TOTO" brand sanitary wares and fittings in Malaysia
and Superspace Boutique was set up in 2001 for retailing "TOTO" brand sanitary
wares and fittings in Johore Bahru.

This year, Inhwa Group will start a new line of business to sell "TOTO" brand
modular kitchen set and it has also secured a new agency to market the well
known "Stiebel Eltron" German brand water heaters for Indonesia, Singapore and
Malaysia market.

Mr Mardjoeki and the late Mr Ong also secured the agency to distribute "TOTO"
sanitary wares and fittings for the Indonesian market in 1968. They also formed
a joint venture company with TOTO of Japan to manufacture ceramic sanitary
wares under "TOTO" brand in Indonesia in 1977 and then took this company for
public listing on Jakarta Stock Exchange in 1990.

(II) WITHDRAWAL FROM PLUS MARKETS. LONDON

The Board of Directors wish to inform that Penton International Ltd intends to
withdraw its securities from the Plus market.

Information required under Rule 55 and Appendix 7 of the Rules for Issuers:

(a) the reasons for the withdrawal

Penton International Ltd has entered into a Memorandum of Understanding
Agreement with Inhwa Enterprise Pte Ltd, for the Reverse Take Over of Penton
International Ltd by Inhwa Enterprise Pte Ltd. As such, both parties have
mutually agreed that there is now no necessity for the listing of Penton shares
on PLUSmarket.

(b) any alternative arrangements for dealings in the issuer's securities

The depositary interests will be cancelled. Arrangement will be made for the
transfer of the shares to the Singapore Share Registrar.

(c) any other information reasonably required to assess the circumstances
surrounding the

proposal, and:

No other informationrequiredother than this announcement.

(d) unless paragraph (e), (f) or (g) applies, the following statement,
prominently and in bold:

"Under the PLUS rules, Penton International Limited is required to give
shareholders a period of 10 business days to object to the intended withdrawal
of its securities from the PLUS Market. Any shareholder wishing to raise an
objection should contact PLUS in confidence by 10 Mar 2008".

Where, after the period of 10 business days, legitimate objections have been
raised to a proposed withdrawal, such withdrawal must be made conditional on
the consent of 75% of votes cast by its shareholders at a general meeting,
unless in the particular circumstances PLUS agrees that the objections are not
material.

Penton International Ltd hereby gives the necessary 10 business days notice to
shareholdersnotwithstanding the underlying shares are listed in the Singapore
Stock Exchange and an application is being made for lifting of the suspension 
on the Singapore Stock Market together with the RTO.

(III) PROPOSED DISPOSAL OF SUBSIDIARY

The Board of Directors of Penton International Ltd wish to announce that the
Company, had on 25 February 2008, entered into a share sale agreement with KCA
Secretaries Ltd (" the purchaser") to dispose its entire shareholding of
450,000 Ordinary shares of £1 each in Penton Resources UK Ltd, a wholly owned
subsidiary, for a nominal consideration of £1 given that the purchaser will
take over the lease obligations of Penton Resources UK Ltd as at 31 December
2007 and all cash other than amounts set aside for payments to the UK Auditor
and Computershare has been returned to the Company.

The rationale for the proposed disposal is that a leaner Group Structure is a
requirement for a Reverse Take Over ("RTO") of the Company. The Company has
signed a Memorandum of Understanding with Inhwa Enterprise Pte Ltd to undertake
the RTO acquisition.

Upon the completion of the proposed disposal, Penton Resources UK Ltd will
cease to be a subsidiary of the Company.

The proposed disposal will not have an material impact on the Group's Net
Tangible Asset and Earnings per Share for the financial year ended 31 December
2008.

(IV) FULL YEAR FINANCIAL STATEMENT AND DIVIDEND ANNOUNCEMENT FOR THE YEAR ENDED
31 DECEMBER 2007

PENTON INTERNATIONAL LTD

(Company Registration No: 200003044C)

Unaudited Full Year Financial Statement and Dividend Announcement for the Year
Ended

31 December 2007

PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3),
HALF-YEAR AND FULL YEAR RESULTS

1 (a)(i) An income statement (for the Group) together with a comparative
statement for the corresponding period of the immediately preceding financial
year.

                          Group               Group                Group                   
                                                                                           
                       Continuing         Discontinued      Total Consolidated             
                       Operations          Operations                                      
                                                                                           
                     FY 2007   FY 2006  FY 2007   FY 2006    FY 2007     FY 2006  Increase/
                                                                                           
                                                                                 (Decrease)
                                                                                           
                          S$        S$       S$        S$         S$          S$          %
                                                                                           
Revenue                    -         -        -   356,988          -     356,988    (100.0)
                                                                                           
Cost of sales              -         -        - (201,463)          -   (201,463)    (100.0)
                                                                                           
Gross profit               -         -        -   155,525          -     155,525    (100.0)
                                                                                           
Other income         111,446    75,214        -     2,276    111,446      77,490       43.8
                                                                                           
Depreciation and    (11,784)  (38,340)        -  (14,918)   (11,784)    (53,258)     (77.9)
                                                                                           
Impairment loss                                                                            
                                                                                           
Administrative     (943,955) (346,756)        - (269,586)  (943,955)   (616,342)       53.1
expenses                                                                                   
                                                                                           
Other operating            - (289,537)        - (224,092)          -   (513,629)    (100.0)
expenses                                                                                   
                                                                                           
Investment in              -         -        - (247,847)          -   (247,847)    (100.0)
deconsolidated                                                                             
subsidiary written                                                                         
off                                                                                        
                                                                                           
Amount due from            -         -        - (314,637)          -   (314,637)    (100.0)
deconsolidated                                                                             
subsidiary written                                                                         
off                                                                                        
                                                                                           
Loss before        (844,293) (599,419)        - (913,279)  (844,293) (1,512,698)     (44.2)
taxation                                                                                   
                                                                                           
Taxation                   -         -        -         -          -           -        N/M
                                                                                           
Loss for the year  (844,293) (599,419)        - (913,279)  (844,293) (1,512,698)     (44.2)
                                                                                           
Attributable to :                                                                          
                                                                                           
Equity holders of  (844,293) (599,419)        - (862,259)  (844,293) (1,461,678)     (42.2)
the parent                                                                                 
                                                                                           
Minority interest          -         -        -  (51,020)          -    (51,020)    (100.0)
                                                                                           
                   (844,293) (599,419)        - (913,279)  (844,293) (1,512,698)     (44.2)
                                                                                           

Note:

FY-Financial Year ended 31 December

1(a)(ii) Notes to the Income Statement

                                              Group       Group    Increase/
                                                                  (Decrease)
                                                                            
                                            FY 2007     FY 2006            %
                                                                            
(i) Other income comprises the following:                                   
                                                                            
Income from liquidation of a former          96,875           -          N/M
subsidiary                                                                  
                                                                            
Rental income                                     -      44,040      (100.0)
                                                                            
Interest income                              13,132      19,854       (33.8)
                                                                            
Foreign exchange gain                         1,316           -          N/M
                                                                            
Sundry income                                   123      13,596       (99.1)
                                                                            
                                            111,446      77,490         43.8
                                                                            
(ii) Loss is arrived at after charging                                      
the following:                                                              
                                                                            
Loss on disposal of fixed assets             12,172           -          N/M
                                                                            
Operating lease expense                      81,708     112,452       (27.3)
                                                                            
N/M: Not meaningful                                                         

1 (b)(i) A balance sheet (for the issuer and group), together with a
comparative statement as at the end of the immediately preceding financial
year.

                                    Group                       Company         
                                                                                
                             31 Dec 07    31 Dec 06       31 Dec 07    31 Dec 06
                                                                                
                                    S$           S$              S$           S$
                                                                                
Assets                                                                          
                                                                                
Non-current assets                                                              
                                                                                
Property, plant and              7,215       31,654               -       18,520
equipment                                                                       
                                                                                
Investment in subsidiary             -            -          27,477      888,807
                                                                                
Total non-current assets         7,215       31,654          27,477      907,327
                                                                                
Current assets                                                                  
                                                                                
Trade and other                 32,456       46,327               -       13,367
receivables                                                                     
                                                                                
Cash and bank balances         139,056      922,548          83,137       75,912
                                                                                
                               171,512      968,875          83,137       89,279
                                                                                
Non-current asset held               -    5,000,000               -    5,000,000
for sale                                                                        
                                                                                
Loan note payable                    -  (5,000,000)               -  (5,000,000)
attached to                                                                     
                                                                                
non-current asset held                                                          
for sale                                                                        
                                                                                
                                     -            -               -            -
                                                                                
Total current assets           171,512      968,875          83,137       89,279
                                                                                
Total assets                   178,727    1,000,529         110,614      996,606
                                                                                
Equity                                                                          
                                                                                
Share capital               11,576,502   11,576,502      11,576,502   11,576,502
                                                                                
Reserves                  (11,537,884) (10,660,857)    (11,573,874) (10,660,857)
                                                                                
Total equity                    38,618      915,645           2,628      915,645
                                                                                
Current liabilities                                                             
                                                                                
Trade and other payables       140,109       84,884         107,986       72,545
                                                                                
Amount due to subsidiary             -            -               -        8,416
                                                                                
Total current liabilities      140,109       84,884         107,986       80,961
                                                                                
Total liabilities              140,109       84,884         107,986       80,961
                                                                                
Total equity and               178,727    1,000,529         110,614      996,606
liabilities                                                                     

1(b)(ii)Aggregate amount of group's borrowings and debt securities.

Amount repayable in one year or less, or on demand

Not applicable.

Amount repayable after one year

Not applicable.

Details of any collateral

Not applicable.

1 (c) A cash flow statement (for the Group), together with a comparative
statement for the corresponding period of the immediately preceding financial
year.

                                                               Group           
                                                                               
                                                         FY 2007        FY 2006
                                                                               
                                                              S$             S$
                                                                               
Cash flows from operating activities                                           
                                                                               
Loss before taxation                                   (844,293)    (1,512,698)
                                                                               
Adjustments for:                                                               
                                                                               
Interest Income                                         (13,132)       (19,854)
                                                                               
Depreciation                                              11,784         38,340
                                                                               
Loss on disposal of fixed assets                          12,172              -
                                                                               
Currency translation difference                         (32,251)          9,383
                                                                               
Reversal of excess provision for liabilities                   -      (130,675)
                                                                               
Loss from discontinued operation                               -        913,279
                                                                               
Operating cash flow before working capital changes     (865,720)      (702,225)
                                                                               
Changes in working capital;                                                    
                                                                               
Trade and other receivables                               13,871       (15,980)
                                                                               
Trade and other payables                                  55,225      (381,393)
                                                                               
Net cash used in operations                            (796,624)    (1,099,598)
                                                                               
Income Taxes paid                                              -       (95,881)
                                                                               
Net cash used in operating activities                  (796,624)    (1,195,479)
                                                                               
Cash flows from investing activities                                           
                                                                               
Interest received                                         13,132         19,854
                                                                               
Payment to acquire plant and equipment                         -       (15,882)
                                                                               
Advances to subsidiaries disposed of and                       -       (50,755)
deconsolidated                                                                 
                                                                               
Net cash outflow arising from deconsolidation and              -      (155,585)
disposal of Subsidiaries (See Note (a) below)                                  
                                                                               
Net cash generated from/(used in) investing               13,132      (202,368)
activities                                                                     
                                                                               
Net decrease in cash and cash equivalents              (783,492)    (1,397,847)
                                                                               
Cash and cash equivalents at beginning of year           922,548      2,320,395
                                                                               
Cash and cash equivalents at end of year                 139,056        922,548
                                                                               

Notes to Consolidated Cash flow Statement

Note (a)

The effects on the Group's cash flows arising from the deconsolidation and
disposal of subsidiaries are shown in the statement of cash flow as a single
item. The fair values of the assets and liabilities deconsolidated and disposed
of are set out below:

                                                                           S$
                                                                             
                                                                             
                                                                             
Investment in deconsolidated subsidiary                             1,021,746
                                                                             
Property, plant and equipment                                     (1,092,047)
                                                                             
Marble Quarry                                                     (5,000,000)
                                                                             
Coal mine Concession                                                (746,101)
                                                                             
Employee receivable                                                  (12,751)
                                                                             
Receivable from shareholders                                        (107,386)
                                                                             
Deferred tax assets                                                  (49,695)
                                                                             
Inventory                                                           (148,569)
                                                                             
Amount due from related party                                        (89,572)
                                                                             
Other receivables and prepayments                                   (125,729)
                                                                             
Cash and bank balances                                              (155,585)
                                                                             
Other payables and accruals                                           111,594
                                                                             
Obligations under lease                                                17,066
                                                                             
Local taxes payable                                                    49,748
                                                                             
Loan note payable                                                   5,000,000
                                                                             
Other payables-long term                                            1,132,576
                                                                             
Employee benefits obligation                                           19,760
                                                                             
Minority                                                              277,855
                                                                             
Coal mine Concession -written off-Fair value adjustment             (618,830)
                                                                             
Negative good will on acquisition-Fair value adjustment               764,589
                                                                             
Current year loss- from subsidiaries sold and deconsolidated        (350,795)
                                                                             
                                                                    (102,126)
                                                                             
Transfer of translation difference on deconsolidation                (49,671)
                                                                             
Net Loss on deconsolidation and disposal of subsidiaries            (151,797)
                                                                             
Cash consideration received                                                 -
                                                                             
Less: Cash and cash equivalents in deconsolidated                   (155,585)
subsidiaries                                                                 
                                                                             
Net cash used in deconsolidation and disposal of                    (155,585)
subsidiaries                                                                 
                                                                             

1(d)(i) A statement (for the issuer and group) showing either (i) all changes                               
in equity or (ii) changes in equity other than those arising from                                           
capitalization issues and distributions to shareholders, together with a                                    
comparative statement for the corresponding period of the immediately preceding                             
financial year.                                                                                             
                                                                                                            
Group                         Share       Share Translation  Accumulated  Attributable  Minority       Total
                                                                                    to                      
                            Capital     Premium     Reserve       Losses                Interest            
                                                                                Equity                      
                                                                               Holders                      
                                                                                                            
                                                                                of the                      
                                                                               Company                      
                                                                                                            
                                 S$          S$          S$           S$            S$        S$          S$
                                                                                                            
1 January 2006            3,648,974   7,927,528    (57,112)  (9,049,324)     2,470,066   328,875   2,798,941
                                                                                                            
Transfer pursuant to      7,927,528 (7,927,528)           -            -             -         -           -
Companies' Act Amendment                                                                                    
                                                                                                            
Net loss for year ended           -           -       9,383  (1,461,678)   (1,452,295)  (51,020) (1,503,315)
31 December 2006                                                                                            
                                                                                                            
Net loss on                       -           -      49,671    (151,797)     (102,126) (277,855)   (379,981)
deconsolidation                                                                                             
                                                                                                            
At 31 December 2006      11,576,502           -       1,942 (10,662,799)       915,645         -     915,645
                                                                                                            
Translation differences           -           -    (32,734)            -      (32,734)         -    (32,734)
relating to Financial                                                                                       
Statements of foreign                                                                                       
subsidiaries                                                                                                
                                                                                                            
Net loss for year ended           -           -           -    (844,293)     (844,293)         -   (844,293)
31 December 2007                                                                                            
                                                                                                            
At 31 December 2007      11,576,502           -    (30,792) (11,507,092)        38,618         -      38,618

Company                               Share       Share  Accumulated       Total
                                                                                
                                    Capital     Premium       Losses      Equity
                                                                                
                                         S$          S$           S$          S$
                                                                                
1 January 2006                    3,648,974   7,927,528  (9,302,614)   2,273,888
                                                                                
Transfer pursuant to Companies'   7,927,528 (7,927,528)            -           -
Act Amendment                                                                   
                                                                                
Net Loss for year ended 31                -           -  (1,358,243) (1,358,243)
December 2006                                                                   
                                                                                
At 31 December 2006              11,576,502           - (10,660,857)     915,645
                                                                                
Net Loss for year ended 31                -           -    (913,017)   (913,017)
December 2007                                                                   
                                                                                
At 31 December 2007              11,576,502           - (11,573,874)       2,628
                                                                                

1(d)(ii) Details of any changes in the company's share capital arising from
rights issue, bonus issue, share buy-backs, exercise of share options or
warrants, conversion of other issues of equity securities, issue of shares for
cash or as consideration for acquisition or for any other purpose since the end
of the previous period reported on. State also the number of shares that may be
issued on conversion of all the outstanding convertibles as at the end of the
current financial period reported on and as at the end of the corresponding
period of the immediately preceding financial year

There were no changes in the Company's share capital since 31 December 2006.

  * Whether the figures have been audited, or reviewed and in accordance with
    which auditing standard or practice.
   
The figures have not been audited or reviewed.

  * Where the figures have been audited or reviewed, the auditors' report
    (including any qualifications or emphasis of matter).
   
Not applicable.

  * Whether the same accounting policies and methods of computation as in the
    issuer's most recently audited annual financial statements have been
    applied.
   
The accounting policies and methods of computation applied in the financial
statements for the current reporting period are consistent with those disclosed
in the audited financial statements for the year ended 31 December 2006.

  * If there are any changes in the accounting policies and methods of
    computation, including any required by an accounting standard, what has
    changed, as well as reasons for, and the effect of, the change.
   
Not applicable.

  * Earnings per ordinary share of the group for the current period reported on
    and the corresponding period of the immediately preceding financial year,
    after deducting any provision for preference dividends.
   
                                                              Group            
                                                                               
Loss per share (cents)                                      2007           2006
                                                                               
Based on weighted average number of ordinary              (0.12)         (0.20)
shares in issue                                                                
                                                                               
On fully diluted basis                                    (0.12)         (0.20)

The above is computed based on the weighted average number of shares in issue
during the year of 729,794,588 (Dec 2006 -729,794,588).

The Group does not have equity instruments which are dilutive in nature.
Accordingly, there was no potential dilution of ordinary shares during the
year.

  * Net asset value (for the issuer and Group) per ordinary share based on
    issued share capital of the issuer at the end of the (a) current period
    reported on and (b) immediately preceding financial year.
   
Net Asset value per share (cents)         31.12.07       31.12.06
                                                                 
- Group                                      0.005           0.13
                                                                 
- Company                                  0.000 *           0.13

* Not Meaningful

  * A review of the performance of the group, to the extent necessary for a
    reasonable understanding of the group's business. It must include a
    discussion of the following:-
   
  * 
     a. Any significant factors that affected the turnover, costs, and earnings
        of the group for the current financial period reported on, including
        (where applicable) seasonal or cyclical factors; and
       
    The Group reduced the loss from the S$1.5 million recorded in the previous
    year to S$0.8 million for the year ended 31 December 2007. The higher loss
    in 2006 was mainly attributable to the disposal of the loss making
    subsidiaries in 2006 whereby S$0.9 million loss arising from discontinued
    operations was charged in that year.
   
    After the disposal of the coal mine and marble quarry business in 2006, the
    Management decided that the best way to enhance shareholders' value is to
    undertake a Reverse Take Over (`RTO") by the injection of a profitable and
    sustainable business into the Group. As such, during the year, the
    management was actively seeking business investors and partners who may be
    interested to invest in the Group via the RTO route.
   
    As the efforts of the Group are directed towards RTO related activities,
    the Group did not undertake business activities during the year and thus
    there was no revenue generated. The Group's administrative expenses of
    approximately S$0.9 million were mainly for director's salary, professional
    and consultancy fees, and travelling expenses incurred on RTO related and
    corporate office activities.
   
     b. Any material factors that affected the cash flows, working capital,
        assets or liabilities of the group during the current financial period
        reported on.
       
    Significant changes in the Group's balance sheet since 31 December 2006
    included the following:
   
    (i) Cash at bank decreased by approximately S$0.8 million mainly due to the
    higher director's salary, professional and consultancy fees incurred for
    RTO related and corporate office activities.
   
    (ii) Fixed assets decreased by approximately S$24,000 mainly due to the
    disposal of fixed assets on relocation of the Company's corporate office in
    Singapore.
   
      + Where a forecast, or a prospect statement, has been previously
        disclosed to shareholders, any variance between it and the actual
        results.
       
    Not applicable, as no forecast or prospect statement has been previously
    disclosed.
   
      + A commentary at the date of the announcement of the competitive
        conditions of the industry in which the group operates and any known
        factors or events that may affect the company in the next reporting
        period and the next 12 months.
       
    The Company is now engaging in discussions with potential candidates to
    undertake a RTO. The Company will make appropriate announcements at the
    relevant time should there be any material development arising from the
    discussions.
   
    In the event of a RTO, the settlement of professional fees rendered in
    relation to the execution and completion of RTO will be by way of the
    issuance of new shares in the Company. Thus the Company shall propose to
    allot and issue up to an aggregate of 50 million new shares in the Company
    to several parties. The allotment and issuance shall be subject to the
    completion of the RTO and obtaining the necessary approvals from the
    various authorities in Singapore. The parties involved are not related to
    any director or shareholder of the Company.
   
      + Dividend
       
     a. Current Financial Period Reported on - Any dividend declared for the
        current financial period reported on?
       
    None.
   
     b. Corresponding Period of the immediately Preceding Financial Year - Any
        dividend declared for the corresponding period of the immediately
        preceding financial year?
       
    None.
   
     c. Date payable
       
    Not applicable.
   
     d. Books closure date
       
    Not applicable.
   
      + If no dividend has been declared/recommended, a statement to that
        effect
       
    No dividends have been declared or recommended for the year.
   
    PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT
   
    (This part is not applicable to Q1, Q2, Q3 or Half Year Results)
   
    13. Segmented revenue and results for business or geographical segments (of
    the group) in the form presented in the issuer's most recently audited
    annual financial statements, with comparative information for the
    immediately preceding year
   
    Primary reporting format - Business Segment
   
    For the year ended 31 December 2007
   
                           Discontinued Operations            Continuing     
                                                                             
                                                              Operations     
                                                                             
                         Coal    Marble   Others    Total    Others     Total
                                                                             
                         Mine    Quarry                                      
                                                                             
                           S$        S$       S$       S$        S$        S$
                                                                             
    Revenue                 -         -        -        -         -         -
                                                                             
    Results                                                                  
                                                                             
    Operating               -         -        -        -         -         -
    profit                                                                   
                                                                             
    Expenses                -         -        -        - (955,739) (955,739)
                                                                             
    Interest income         -         -        -        -    13,132    13,132
                                                                             
    Rental income           -         -        -        -         -         -
                                                                             
    Other income            -         -        -        -    98,314    98,314
                                                                             
    Net loss                -         -        -        - (844,293) (844,293)
                                                                             
    Other                                                                    
    information                                                              
                                                                             
    Segment assets                                                           
                                                                             
    Non- current            -         -        -        -     7,215     7,215
                                                                             
    Current                 -         -        -        -   171,512   171,512
                                                                             
    Consolidated            -         -        -        -   178,727   178,727
    assets                                                                   
                                                                             
    Segment                                                                  
    Liabilities                                                              
                                                                             
    Other current           -         -        -        -   140,109   140,109
    liabilities                                                              
                                                                             
    Consolidated            -         -        -        -   140,109   140,109
    liabilities                                                              
                                                                             
    Capital                 -         -        -        -         -         -
    expenditure                                                              
                                                                             
    Depreciation            -         -        -        -    11,784    11,784
   
    Segment Reporting (Continued)
   
    For the year ended 31 December 2006
   
                            Discontinued Operations               Continuing      
                                                                                  
                                                                  Operations      
                                                                                  
                        Coal    Marble    Others       Total    Others       Total
                                                                                  
                        Mine    Quarry                                            
                                                                                  
                          S$        S$        S$          S$        S$          S$
                                                                                  
    Revenue                -   356,988         -     356,988         -     356,988
                                                                                  
    Results                                                                       
                                                                                  
    Operating              -   155,525         -     155,525         -     155,525
    profit                                                                        
                                                                                  
    Expenses       (614,762) (248,285) (208,033) (1,071,080) (674,633) (1,745,713)
                                                                                  
    Interest               -     2,007         -       2,007    19,854      21,861
    income                                                                        
                                                                                  
    Rental income          -         -         -           -    44,040      44,040
                                                                                  
    Other income           -       269         -         269    11,320      11,589
                                                                                  
    Net loss       (614,762)  (90,484) (208,033)   (913,279) (599,419) (1,512,698)
                                                                                  
    Other                                                                         
    information                                                                   
                                                                                  
    Segment assets                                                                
                                                                                  
    Non- current           -         -         -           -    31,654      31,654
                                                                                  
    Current                -         -         -           -   968,875     968,875
                                                                                  
    Consolidated           -         -         -           - 1,000,529   1,000,529
    assets                                                                        
                                                                                  
    Segment                                                                       
    Liabilities                                                                   
                                                                                  
    Other current          -         -         -           -    84,884      84,884
    liabilities                                                                   
                                                                                  
    Consolidated           -         -         -           -    84,884      84,884
    liabilities                                                                   
                                                                                  
    Capital                -         -         -           -    15,882      15,882
    expenditure                                                                   
                                                                                  
    Depreciation           -         -         -           -    38,340      38,340
   
    Secondary reporting format - Geographical Segments
   
    The following table shows the distribution of the Group's consolidated
    sales by geographical market regardless of where the products were
    manufactured:
   
                                             Turnover by Geographical  
                                                      market           
                                                                       
                                                FY 2007         FY 2006
                                                                       
                                                     S$              S$
                                                                       
    Indonesia-Discontinued operation                  -         356,988
   
    14. In the review of performance, the factors leading to any material
    changes in contributions to turnover and earnings by the business or
    geographical segments.
   
    Please refer to paragraph 8.
   
    15. A breakdown of sales.
   
                                                       Group               
                                                                           
                                             FY 2007     FY 2006  Increase/
                                                                           
                                                  S$          S$ (Decrease)
                                                                          %
                                                                           
    (a) Sales reported for first half              -     192,063    (100.0)
    year                                                                   
                                                                           
    (b) Loss reported for first half       (461,887)   (396,953)       16.4
    year                                                                   
                                                                           
    (c) Sales reported for second half             -     164,925    (100.0)
    year                                                                   
                                                                           
    (d) Loss reported for second half      (382,406) (1,115,745)     (65.7)
    year                                                                   
                                                                           
   
    16. A breakdown of the total annual dividend (in dollar value) for the
    issuer's latest full year and its previous full year.
   
    Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required
    details)
   
                                            Latest Full     Previous Full
                                                   Year              year
                                                                         
    Ordinary                                          -                 -
                                                                         
    Preference                                        -                 -
                                                                         
    Total                                             -                 -
   
    BY ORDER OF THE BOARD
   
    AKM Ismail
   
    Managing Director
   
    25 February 2008
   
    18
   

                                                                                                                                                                                                                                 

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