Exhibit 18.1
 MONSOON ONLINE PTE. LTD.
Registration No. 200919830K
(Incorporated in Singapore)




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 DIRECTORS REPORT
FOR THE FINANCIAL PERIOD FROM 22 OCTOBER 2009
(DATE OF INCORPORATION) TO 31 DECEMBER 2010
  Directors
  Paul Wesley Sams
    
    (appointed on 24 May 2010)Michael Andrew Ryder
    
    (appointed on 24 May 2010)Michael Alexander Fong
    
    (appointed on 24 May 2010)Leu Teck Chung
    
    (appointed on 28 February 2010)Yong Sweah Liang
    
    (appointed on 11 January 2010)Wong Yuan Jun
    
    (appointed on 28 February 2011)
 Arrangements to enable directors to acquire benefits by means of the acquisition of shares and
debentures
  Directors interests in shares or debentures
  Directors contractual benefits
  Share options
   1




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DIRECTORS REPORT (Continued)
 Independent auditors
  On behalf of the Board of Directors
 MICHAEL ALEXANDER FONG
    
    WONG YUAN JUNDirector
    
    Director
   2




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Statement by Directors
  (a)
    
    the financial statements of the Company as set out on pages 6 to 23 are drawn up so as to
give a true and fair view of the state of affairs of the Company as at 31 December 2010 and
of the results, changes in equity and cash flows of the Company for the financial period from
22 October 2009 (date of incorporation) to 31 December 2010; and
 (b)
    
    at the date of this statement, with continuing financial support from the ultimate holding
company, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
 On behalf of the Board of Directors
 MICHAEL ALEXANDER FONG
    
    WONG YUAN JUNDirector
    
    Director
   3




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(CROWE HORWATH)
    
    Crowe Horwath First Trust LLP
Certified Public Accountants
Member Crowe Horwath International7 Temasek Boulevard 
#11-01 Suntec Tower One
Singapore 038987INDEPENDENT AUDITORS REPORT TO THE MEMBER 

OF MONSOON ONLINE PTE. LTD.
    
    Tel: (65) 6221 0338
Fax: (65) 6221 1080v
www.crowehorwath.com.sg
 Report on the Financial Statements
  Managements Responsibility for the Financial Statements
  Auditors Responsibility
     4




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INDEPENDENT AUDITORS REPORT TO THE MEMBER OF
MONSOON ONLINE PTE. LTD. (Continued)
 Opinion
  Emphasis of matter
  Report on Other Legal and Regulatory Requirements
  Crowe Horwath First Trust LLP
 
  5




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 BALANCE SHEET
AS AT 31 DECEMBER 2010
 Note
    
    
    2010USDASSETSNon-current assetsEquipment
    
    
    4
    
    
    
    12,475Loan to related company
    
    
    
    
    
    
    14,39926,874Current assetsTrade receivables
    
    
    5
    
    
    
    4,264,082Recoupable advance
    
    
    6
    
    
    
    580,655Cash and bank balances
    
    
    
    
    
    
    665,2205,509,957TOTAL ASSETS
    
    
    
    
    
    
    5,536,831EQUITYCapital and reservesShare capital
    
    
    9
    
    
    
    4,500,000Accumulated losses
    
    
    
    
    
    
    (10,733,184
    )TOTAL EQUITY
    
    
    
    
    
    
    (6,233,184
    )LIABILITIESCurrent liabilitiesTrade and other payables
    
    
    10
    
    
    
    1,423,935Loan from holding company
    
    
    11
    
    
    
    10,289,756Deferred revenue
    
    
    
    
    
    
    54,203Deferred tax liabilities
    
    
    12
    
    
    
    2,12111,770,015TOTAL EQUITY AND LIABILITIES
    
    
    
    
    
    
    5,536,831
   6




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL PERIOD FROM 22 OCTOBER 2009
(DATE OF INCORPORATION) TO 31 DECEMBER 2010
 22 October 2009toNote
    
    
    31 December 2010USDRevenue
    
    
    13
    
    
    
    6,498,960Other gains
    
    
    14
    
    
    
    404,854Purchases of inventories
    
    
    
    
    
    
    (316,701
    )Freight
    
    
    
    
    
    
    (77,234
    )Royalty
    
    
    
    
    
    
    (3,630,051
    )Advertising
    
    
    
    
    
    
    (417,428
    )Legal and professional
    
    
    
    
    
    
    (809,707
    )Travelling
    
    
    
    
    
    
    (48,836
    )Others
    
    
    
    
    
    
    (56,646
    )Depreciation & amortisation
    
    
    
    
    
    
    (178,459
    )Interest expense on loan from immediate holding company
    
    
    
    
    
    
    (308,838
    )Write down of inventory
    
    
    
    
    
    
    (2,194,336
    )Impairment loss  recoupable advance
    
    
    
    
    
    
    (8,824,668
    )Impairment loss  intangible asset
    
    
    8
    
    
    
    (771,973
    )Total expenses
    
    
    
    
    
    
    (17,634,877
    )Loss before tax
    
    
    
    
    
    
    (10,731,063
    )Income tax expenses
    
    
    12
    
    
    
    (2,121
    )Total comprehensive loss for the period
    
    
    
    
    
    
    (10,733,184
    )
   7




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL PERIOD FROM 22 OCTOBER 2009
(DATE OF INCORPORATION) TO 31 DECEMBER 2010
 Share
    
    
    Accumulated
    
    
    Totalcapital
    
    
    losses
    
    
    equityUSD
    
    
    USD
    
    
    USDBalance at date of incorporation, 13 October 2009
    
    
    
    
    
    
    
    
    
    
    Issuance of shares
    
    
    4,500,000
    
    
    
    
    
    
    
    4,500,000Total comprehensive loss for the period
    
    
    
    
    
    
    (10,733,184
    )
    
    
    (10,733,184
    )Balance at 31 December 2010
    
    
    4,500,000
    
    
    
    (10,733,184
    )
    
    
    (6,233,184
    )
   8




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 STATEMENT OF CASH FLOWS
FOR THE FINANCIAL PERIOD FROM 22 OCTOBER 2009
(DATE OF INCORPORATION) TO 31 DECEMBER 2010
 22 October 2009to31 December 2010USDCash flows from operating activitiesLoss before tax
    
    
    (10,731,063
    )Adjustments:Write down of inventory
    
    
    2,194,336Impairment loss  recoupable advance
    
    
    8,824,668Impairment loss  intangible asset
    
    
    771,973Depreciation and amortisation
    
    
    178,459Operating profit before working capital changes
    
    
    1,238,373Trade receivables
    
    
    (4,264,082
    )Trade and other payables
    
    
    1,423,935Inventory
    
    
    (2,194,336
    )Deferred revenue
    
    
    54,203Recoupable advance
    
    
    (9,405,324
    )Working capital changes
    
    
    (14,385,604
    )Net cash used in operating activities
    
    
    (13,147,231
    )Cash flows from investing activitiesPurchase of intangible asset
    
    
    (947,420
    )Purchase of equipment
    
    
    (15,486
    )Loan to a related company
    
    
    (14,399
    )Net cash used in investing activities
    
    
    (977,305
    )Cash flows from financing activitiesIssuance of shares
    
    
    4,500,000Loan from immediate holding company
    
    
    10,289,756Net cash provided by financing activities
    
    
    14,789,756Net increase in bank balance, representing cash and cash
equivalents at the end of the period
    
    
    665,220
   9




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MONSOON ONLINE PTE. LTD.
(Incorporated in Singapore)
 NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 22 OCTOBER 2009
(DATE OF INCORPORATION) TO 31 DECEMBER 2010
  1.
    
    GENERAL INFORMATION
     2.
    
    FUNDAMENTAL ACCOUNTING CONCEPT
  3.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Basis of preparation
     10




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Standards issued but not yet effective
  Effective for annual periodsDescription
    
    beginning on or afterRevised FRS 24 Related Party Disclosures
    
    1 January 2011
  Revised FRS 24 Related Party Disclosures
  Equipment
   Useful live (years)IT equipment
    
    
    3
     11




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of non-financial assets
     Financial assets
   A.
    
    Classification
  Loans and receivables
  B.
    
    Subsequent measurement
   12




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of financial assets
  Loans and receivables
    Trade and other payables
  Cash and cash equivalents
  Share capital
  Revenue recognition
    13




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Income tax
       Related parties
  (a)
    
    the party, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the Company; or has an interest in the Company
that gives it significant influence over the Company; or has joint control over the Company;
 (b)
    
    the party is an associate; a jointly-controlled entity;
 (c)
    
    the party is a member of the key management personnel of the Company or its parent;
 (d)
    
    the party is a close member of the family of any individual referred to in (a) and (c);
 (e)
    
    the party is an entity that is controlled, jointly controlled or significantly influenced by
or for which significant voting power in such entity resides with, directly or indirectly, any
individual referred to (c) or (d); or
 (f)
    
    the party is a post-employment benefit plan for the benefit of the employees of the Company,
or of any entity that is a related party of the Company.
  14




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Functional and foreign currencies
 Functional currency and presentation currency
  Foreign currency transactions
   Critical accounting estimates and judgements
  Critical accounting estimates and assumptions
  (a)
    
    Provision for Stock Obsolescence
  (b)
    
    Revenue recognition
   15




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 3.
    
    SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Critical accounting estimates and judgements (Continued)
 Critical accounting estimates and assumptions (Continued)
 (b)
    
    Revenue recognition (Continued)
  4.
    
    EQUIPMENT
 2010IT equipmentUSDCostBalance at 22 October 2009 (date of incorporation)
    
    
    Additions
    
    
    15,486Balance at 31 December 2010
    
    
    15,486Accumulated depreciationBalance at 22 October 2009 (date of incorporation)
    
    
    Depreciation charge for the financial period
    
    
    3,011Balance at 31 December 2010
    
    
    3,011Net book valueBalance at 31 December 2010
    
    
    12,475
 5.
    
    TRADE RECEIVABLES
 2010USDTrade receivables  third parties
    
    
    1,534,323Trade receivables  related parties
    
    
    1,074,464Trade receivables  immediate holding company
    
    
    1,655,2954,264,082
  16




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 6.
    
    RECOUPABLE ADVANCE
  7.
    
    INVENTORY
 2010USDStock on hand
    
    
    2,194,336Provision for stock obsolescence
    
    
    (2,194,336
    )
 8.
    
    INTANGIBLE ASSETS  LICENCE FEES
 2010USDCostBeginning of financial period
    
    
    Additions
    
    
    947,420End of financial period
    
    
    947,420Accumulated amortisation and impairmentBeginning of financial period
    
    
    Additions
    
    
    (175,447
    )Impairment
    
    
    (771,973
    )End of financial period
    
    
    (947,420
    )Net book value as at 31 December 2010
    
    
    
     17




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 9.
    
    SHARE CAPITAL
 2010Number ofordinary shares
    
    
    USDIssued and paid up:As at 22 October 2009, the date of incorporationIssuance of new shares
    
    
    4,500,000
    
    
    
    4,500,000At the end of the financial period
    
    
    4,500,000
    
    
    
    4,500,000
  10.
    
    TRADE AND OTHER PAYABLES
 2010USDTrade payables to:- non-related parties
    
    
    307,500- holding company
    
    
    998,009Other accruals for operating expenses
    
    
    118,4261,423,935
 11.
    
    LOAN FROM HOLDING COMPANY
  12.
    
    INCOME TAX
 (a)
    
    Income tax
 22 October 2009to31 December 2010USDINCOME TAX EXPENSECurrent tax- Deferred tax expense
    
    
    2,121
  18




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 12.
    
    INCOME TAX (Continued)
 (a)
    
    Income tax (Continued)
  22 October 2009to31 December 2010USDLoss before tax
    
    
    (10,731,063
    )Tax at the applicable tax rate of 17%
    
    
    (1,824,281
    )Tax effect of expenses not deductible for tax purpose
    
    
    2,090,680Tax effect of income not taxable for tax purpose
    
    
    (67,986
    )Group relief  tax losses transferred from holding company
    
    
    (196,292
    )Income tax
    
    
    2,121
 (b)
    
    Deferred tax liabilities
  22 October 2009to31 December 2010USDAccelerated tax depreciationAt beginning of financial period
    
    
    Charge to the income statement
    
    
    2,121At end of financial period
    
    
    2,121
 13.
    
    REVENUE AND DEFERRED REVENUE
 2010USDSales of finished goods
    
    
    6,553,163Revenue recognised
    
    
    6,498,960Revenue deferred as at 31 December 2010
    
    
    54,203
  19




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 14.
    
    OTHER GAINS  NET
 2010USDNet currency translation gains
    
    
    399,916Other income
    
    
    4,938404,854
 15.
    
    PERSONNEL COST
  16.
    
    SIGNIFICANT RELATED PARTY TRANSACTION
  22 October 2009to31 December 2010USDRelated Party SalesImmediate holding company
    
    
    1,499,999Other related parties
    
    
    1,074,4642,574,463
  17.
    
    FINANCIAL RISK MANAGEMENT
 Financial risk management objectives and policies
   20




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 17.
    
    FINANCIAL RISK MANAGEMENT (Continued)
 Financial risk management objectives and policies (Continued)
 (a)
    
    Market risk
 (i)
    
    Foreign exchange risk
  United States
    
    
    Singapore2010
    
    dollars
    
    
    dollars
    
    
    TotalUSD
    
    
    USD
    
    
    USDFinancial assetsCash and bank balances
    
    
    463,035
    
    
    
    202,185
    
    
    
    665,220Trade and other receivables
    
    
    4,264,009
    
    
    
    
    
    
    
    4,264,009Loan to related company
    
    
    14,399
    
    
    
    
    
    
    
    14,3994,741,443
    
    
    
    202,185
    
    
    
    4,943,628Financial liabilitiesTrade payables
    
    
    1,231,109
    
    
    
    74,400
    
    
    
    1,305,509Accruals
    
    
    108,120
    
    
    
    10,306
    
    
    
    118,426Loan from holding company
    
    
    10,289,756
    
    
    
    
    
    
    
    10,289,75611,628,985
    
    
    
    84,706
    
    
    
    11,713,691Net financial (liabilities) / assets
    
    
    (6,887,542
    )
    
    
    117,479
    
    
    
    (6,770,063
    )Less: Net financial liabilities
denominated in the Companys
functional currency
    
    
    6,887,542
    
    
    
    Foreign currency exposure
    
    
    
    
    
    
    117,479
 Foreign exchange risk sensitivity
   21




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 17.
    
    FINANCIAL RISK MANAGEMENT (Continued)
 Financial risk management objectives and policies (Continued)
 (a)
    
    Market risk (Continued)
 (i)
    
    Foreign exchange risk (Continued)
 Foreign exchange risk sensitivity (Continued)
  Net profitUSDAgainst Singapore dollar- strengthened 2%
    
    
    2,350- weakened 2%
    
    
    (2,350
    )
 (ii)
    
    Interest rate risk
   (b)
    
    Liquidity risk
   (c)
    
    Credit risk
   22




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NOTES TO THE FINANCIAL STATEMENTS (Continued)
 17.
    
    FINANCIAL RISK MANAGEMENT (Continued)
 Fair values of financial assets and financial liabilities
   2010USDNot past due and not impaired
    
    
    Past due nut not impaired- Past due 0 to 3 months
    
    
    1,076,500- Past due 3 to 6 months
    
    
    81,115- Past due over 6 months
    
    
    3,106,4674,264,082Impaired trade receivables
Less: Allowance for impairment loss
    
    
    4,264,082
  18.
    
    COMPARATIVE FIGURES
   23