UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-KSB

              [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended: December 31, 2003

            [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from          to

                       Commission file number 000-32551

                      Legend International Holdings, Inc.
                ----------------------------------------------
                (Name of small business issuer in its charter)

          Delaware                                              23-3067904
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

2000 Hamilton Street, #520, Philadelphia, Pennsylvania            19130
------------------------------------------------------          ----------
(Address of principal executive offices)                        (Zip Code)

                Issuer's telephone number:    (215) 893-3662
                                              --------------

       Securities registered under Section 12(b) of the Exchange Act:
                                    None

       Securities registered under Section 12(g) of the Exchange Act:

                       Common Stock, $.001 par value
                       -----------------------------
                              (Title if Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 90 days. [x] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [x]

State issuer's revenues for its most recent fiscal year.  $-0-

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

<PAGE>

As of March 22, 2004, the aggregate market value (based on the last sale
price on such date) of Common Stock held by non-affiliates of the registrant
was $93,561. For purposes of this disclosure, we have considered each officer
and director, and each person who owns 5% or more of the outstanding Common
Stock, to be an affiliate. This determination of affiliate status is not
necessarily applicable for other purposes.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  9,583,000 shares of Common
Stock, par value $.001 per share, as of March 22, 2004.


                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc. ) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 (Securities Act). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990):  None


   Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]







            [The balance of this page is intentionally left blank]






<PAGE>
                                   PART I
                                   ------

        Special Cautionary Notice Regarding Forward-Looking Statements
        --------------------------------------------------------------

This report and other reports, as well as other written and oral statements
made or released by us, may contain forward looking statements.  Forward
looking statements are statements that describe, or that are based on, our
current expectations, estimates, projections and beliefs.  Forward looking
statements are based on assumptions made by us, and on information currently
available to us.  Forward-looking statements describe our expectations today of
what we believe is most likely to occur or may be reasonably achievable in the
future, but such statements do not predict or assure any future occurrence and
may turn out to be wrong.  You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current facts.  The
words "believe," "anticipate," "intend," "expect," "estimate," "project",
"predict", "hope", "should", "may", and "will", other words and expressions
that have similar meanings, and variations of such words and expressions, among
others, usually are intended to help identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks and
uncertainties and can be affected by inaccurate assumptions we might make.
Risks, uncertainties and inaccurate assumptions could cause actual results to
differ materially from historical results or those currently anticipated.
Consequently, no forward-looking statement can be guaranteed.  The potential
risks and uncertainties that could affect forward looking statements include,
but are not limited to increased competition, extent of the market demand for
and supply of goods and services of the types provided by the Company,
governmental regulation, performance of information systems, and the ability of
the Company to hire, train and retain qualified employees.  In addition, other
risks, uncertainties, assumptions, and factors that could affect the Company's
results and prospects have been and may further be described in the Company's
prior and future filings with the Securities and Exchange Commission and other
written and oral statements made or released by the Company.

We caution you not to place undue reliance on any forward-looking statements,
which speak only as of the date of this document.  The information contained in
this report is current only as of its date, and we assume no obligation to
update any forward-looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development
--------------------

Legend International Holdings, Inc. ("Legend" or the "Company") was
incorporated in the State of Delaware on January 5, 2001 under the name Sundew
International, Inc., to engage in the business of selling compatible inkjet
cartridges and refill kits on the Internet.

On March 13, 2003, in light of its current business plan, Legend filed for an
Amendment to its Certificate of Incorporation (the "Amendment") pursuant to
which the name of Sundew International, Inc. was changed to "Legend
International Holdings, Inc."  The Amendment was approved by the written
consent of a majority of Legend's outstanding shares after circulation of an
Information Statement pursuant to Rule 14c-2.

Legend hopes to establish itself as an independent contract sales and

<PAGE>

distribution organization representing manufacturers of specialty medical
products, and to contract with specialty medical product manufacturers to
provide the outsourcing of the sales, marketing, distribution and customer
service functions for all or certain of the manufacturers' product lines,
thereby eliminating the manufacturers' need to develop and maintain their own
sales force or rely on a number of independent local and regional distributors
to achieve national coverage.

Legend is a development stage company.  Legend has not been involved in any
bankruptcy, receivership or similar proceeding.  Legend has not been involved
in any material reclassification, merger consolidation, or purchase or sale of
a significant amount of assets not in the ordinary course of business.

Business of Issuer
------------------
Business
--------

Legend's current business plan calls for the creation of a national sales,
distribution and service network largely through the acquisition of existing
local and regional independent contract sales and distribution organizations
representing manufacturers of specialty medical products.  These independent
sales and distribution companies contracts with specialty medical product
manufacturers to provide outsourcing of the sales, marketing, distribution and
customer service functions for all or certain of their product lines, thereby
eliminating the manufacturers' need to develop and maintain their own sales
force or rely on a number of independent local and regional distributors to
achieve national coverage.

The sale and distribution of specialty medical products require a focused
selling effort by representatives capable of marketing the products' clinical
features and benefits to physicians and other health care professionals and
demonstrating the economic benefits associated with these products to
purchasing departments and operating management of health care providers.

Industry Overview
-----------------

Institutional health care providers in the hospital and alternate-site markets
to be served by Legend purchase medical products from one or more of three
distinct groups: (i) national medical product distributors, such as Owens &
Minor, Inc., Allegiance Corporation and General Medical, Inc., which typically
provide a broad range of high volume, low-margin, low- and medium-technology
products; (ii) contract sales and distribution companies that focus on
specialty medical products not typically provided by the national medical
distributors because of the complexity of the products and the need for highly
trained local sales and service staffs; and (iii) manufacturers that sell and
distribute their own products directly.

Opportunities for Consolidation
-------------------------------

Legend estimates there are between 5,000 and 6,000 companies engaged in the
contract sales and distribution of non-durable specialty medical products
retailing under $10,000 in the U.S., most of which are small businesses,
usually having one principal, two administrators and four to six sales
representatives, serving local or regional markets and providing representation
for a limited number of manufacturers and product lines.  Manufacturers
represented by these independent contract sales and distribution companies have
highly focused, limited product lines.  Accordingly, these manufacturers

<PAGE>

typically make large ongoing commitments to their product development, market
research and marketing efforts while relying on the currently fragmented
network of independent contract sales and distribution companies to sell,
distribute and service their products.  Legend believes a national contract
sales and distribution organization focused on specialty medical products can
provide the following advantages to manufacturers and health care providers:

Provide Manufacturers With Benefits Of Economies Of Scale And Established Sales
-------------------------------------------------------------------------------
Channels.  By utilizing contract sales and distribution companies,
---------
manufacturers of specialty medical products can avoid the substantial up-front
and ongoing expenses associated with hiring, training and coordinating their
own sales force and related customer support staff.  Contract sales and
distribution companies typically are more efficient because of their ability to
spread sales, distribution and other product-related costs across multiple
complementary product lines produced by different manufacturers.  In addition,
because contract sales and distribution companies generally employ sales
representatives who have substantial experience in individual medical sub-
specialties and have developed long-term relationships with physicians and
other health care professionals in those areas, they can provide manufacturers
of new products with access to established sales channels for those products.

Provide Health Care Providers With A Consolidated Supply Source.  In an effort
----------------------------------------------------------------
to increase efficiency and reduce costs, health care providers are increasingly
seeking to reduce and consolidate their vendor relationships.  By consolidating
their vendor bases, customers can reduce the costs and administrative time
associated with receiving individual sales calls and individual product
deliveries from a multitude of manufacturers.  Legend believes that contract
sales and distribution companies are attractive to providers because they
consolidate the provider's purchasing and distribution functions.  Despite the
advantages that contract sales and distribution companies provide to both their
manufacturers and customers, the fragmented network of such companies is
generally not capable of serving multiple manufacturers on a national basis.
Local or regional contract sales and distribution companies do not have the
distribution infrastructure necessary to efficiently deliver product on a
nationwide basis, nor do they have a product offering that is broad enough to
enable them to service customers across a variety of sub-specialty markets.

To become more cost-effective, health care providers have created national
group purchasing organizations or GPOs and regional integrated delivery
networks or IDNs that aggressively seek to lower product procurement costs and
reduce the number of vendors that service their organizations by consolidating
their purchase contracts.  These trends have placed pressure on manufacturers
and contract sales and distribution companies to be more efficient, provide
value-added services and obtain sufficient breadth of product offerings and
geographic coverage to warrant attention in this changed marketplace.  As a
result, Legend believes that the emergence of a national contract sales and
distribution organization capable of selling, distributing and servicing a
broad array of specialty medical products would meet the evolving needs of both
manufacturers and purchasers of specialty medical products.  In addition,
Legend believes such a national company would (i) enhance the manufacturers'
access to the national market and reduce cost and administrative time
attributable to dealing with multiple local and regional independent sales and
distribution companies and (ii) have opportunities to negotiate national or
regional contracts with selected GPOs and IDNs.

<PAGE>

Business Strategy
-----------------

Legend's business strategy is to acquire, develop, manage independent contract
sales distribution organizations representing manufacturers of specialty
medical products; market, distribute and sell specialized products where
service, training and support are critical components of selling.  Legend's
business model entails both a decentralized management philosophy and a
centralized operating approach.  Each of the acquired independent sales and
distribution organization will continue to manage all functions that "touch the
customer," including sales, marketing, and customer service.  Legend will
manage functions such as credit and collection, purchasing, accounting,
inventory management, human resources and finance, centrally where it can
leverage its size and scale to provide benefits from operating efficiencies and
synergies resulting from the consolidation of the acquired sales and
distribution organizations into a larger enterprise.

Legend plans to acquire operating and established local or regional contract
sales and distribution companies; roll, combine and integrate them into an
effective national sales and distribution organization focused on specialty
medical products, thereby potentially realizing a leveraged return in the price
to earnings multiple from the purchase price to the public market valuation.

As businesses have become nationwide in scope, the need and demand for a
nationwide vendor supplying specialty medical products and services have
increased, and as brand consciousness among health care providers increased,
national brands have realized significant advantages in the marketplace, such
as the ability to differentiate their products and services, allowing premium
pricing and enhanced customer loyalty.  In addition, as Legend strives to
become a major consolidator of contract sales and distribution organizations
representing manufacturers of specialty medical products, it hopes to achieve
competitive advantage by creating operating synergies through, among other
things, the elimination of redundant corporate functions and the use of
information technology to decrease cost and increase revenue.

Furthermore, most manufacturers of specialty medical products have developed an
increased interest in dealing with large distributors, which enabled these
manufacturers to generate efficiency gains due to streamlined production,
distribution and marketing operations.

In order to achieve its goal, Legend plans to focus on: (1) identifying
acquisition candidates, which meets Legend's consolidation criteria; and (2)
achieving operating efficiencies and synergies by combining administrative
functions, cross selling product lines that it acquires via acquisition,
eliminating redundant facilities, implementing system and technology
improvements and purchasing products and services in large volumes.

Identify and Pursue Strategic Acquisitions for Consolidation
------------------------------------------------------------

Legend intends to capitalize upon consolidation opportunities in the sales and
distribution of specialty medical products by acquiring independent contract
sales and distribution organizations with established sales presences and/or
local brand names.  Legend believes that independent sales and distribution
organizations representing manufacturers of non-durable specialty healthcare
products retailing under $10,000 are highly fragmented and often characterized
by privately-held or family-owned businesses, whose owner/operators desire
liquidity and may be unable to gain the scale necessary to access the capital
markets effectively or to expand beyond a local or regional base.

<PAGE>

In general, Legend plans to acquire larger, established, medical sales and
distribution companies, or "hubs," in a targeted geographic area, and
additional smaller medical sales and distribution companies, or "spokes," in
secondary markets surrounding the hubs.  Where possible, the operations of the
spokes will be integrated into the operations of existing hubs, thereby
enabling Legend to achieve the economies of scale necessary to decrease
operating cost and increase operating margin.  Legend plans to use its equity
and debt securities as consideration in selected acquisitions.

Achieve Operating Efficiencies
------------------------------

Legend believes that it will be able to achieve certain operating efficiencies
and synergies among its acquired contract sales and distribution companies.
Such operating efficiencies include:

Combining Administrative Functions.  Legend seeks to institute a company-wide
-----------------------------------
management information system and to combine at the corporate level certain
administrative functions, such as financial reporting and finance, insurance,
employee benefits and legal support.

Using Hub and Spoke System to Eliminate Redundant Facilities and Service.  The
-------------------------------------------------------------------------
hub and spoke strategy involves the acquisition of a larger, established,
contract sales and distribution company of specialty medical products in a
targeted geographic area into which the facilities and operations of local,
smaller acquired contract sales and distribution company of specialty medical
products, or "spokes", are folded, allowing the elimination of redundant
facilities and reducing overhead.  Although the success of the hub and spoke
strategy may vary, Legend believes that there exists a real opportunity to use
this strategy to reduce the number of facilities and the corporate overheads of
the acquired contract sales and distribution companies.  This hub and spoke
strategy also enables the integration of certain operational activities, such
as inventory management, purchasing, shipping, accounting and human resources,
among acquired contract sales and distribution companies of specialty medical
products located in a geographic area, thereby permitting the elimination of
duplicative facilities and costs.

Implementing System and Technology Improvements.  Legend believes it will be
------------------------------------------------
able to increase the operating margin of combined acquired contract sales and
distribution companies of specialty medical products by using operating and
technology systems to improve and enhance the operations of the combined
acquired companies, which may include computerized inventory management and
order processing systems, computerized quotation and job costing systems and
computerized logistics and distribution systems.  Legend further believes that
many contract sales and distribution organization of specialty medical products
may have not made material investments in such operating and technology systems
because, as independent entities, they lacked the necessary scale to justify
the investment.  Legend believes that the implementation of such systems may
significantly increase the speed and accuracy of order processing and
fulfillment at the contract sales and distribution organizations which it
acquires, while increasing inventory turns and providing measurement and
analysis tools that facilitate efficient operation.

Using Volume Purchasing.  Legend believes that, with respect to certain of the
------------------------
contract sales and distribution organizations of specialty medical products
that may be consolidated by Legend, it may achieve operating efficiencies
through volume purchasing and may benefit from favorable prices and rebates

<PAGE>

accruing as the result of high volume purchases.  Legend may also negotiate
improved arrangements with wholesalers and manufacturers to reduce inventory
levels of certain acquired contract sales and distribution organization,
thereby allowing more efficient operations by decreasing inventory holding
costs and increasing operating margins.  Legend may also seek to leverage upon
its size to negotiate attractive volume purchasing or leasing programs for
goods and services such as delivery vehicles, long distance voice and data
services, overnight delivery services, real estate services, banking, financial
services and insurance.

Implementing Strategic Marketing and Cross-Functional Selling.  Legend believes
--------------------------------------------------------------
that it may achieve certain efficiencies through strategic marketing plans to
be shared by the acquired contract sales and distribution organizations as well
as cross-functional selling to customers of each of the acquired organizations.
These synergies of strategic marketing and cross-functional selling may allow
additional services to provide or goods to be sold to existing customers of the
acquired contract sales and distribution organization, resulting in additional
revenues for Legend.  These synergies may also provide a broader geographic
sales and service reach for each of the acquired contract sales and
distribution organization, increasing the customer base of the acquired
contract sales and distribution organization.

Competition
-----------

The sale of specialty medical products retailing for less than $10,000 is
currently dominated by the sales organizations of Fortune 500 and other very
large companies.  There are also numerous small, independent manufacturers'
representatives, such as Legend, who are engaged in this business.  Legend
believes that these targets may find acquisition by Legend to be attractive
because it offers more security due to a more diverse product line and
potential sales and profit growth through operating efficiencies and programs
and information not generally available to them.  Most of the companies
presently engaged in this business have a longer operating history than Legend.
Even if Legend is successful in its expansion plans, it would still have an
insignificant share of the domestic market for specialty medical products
retailing for less than $10,000.

Legend believes the principal competitive factors in the contract sales and
distribution business are the experience, training and educational support
capabilities of the sales force, the quality and level of customer support
service, the breadth and quality of products offered, the information systems
and infrastructure available, the consistency and stability of business
relationships with customers and product pricing.

Government Regulation
---------------------

The healthcare industry is affected by extensive government regulation at the
Federal and state levels.  In addition, through the Medicare, Medicaid and
other programs the Federal and state governments are responsible for the
payment of a substantial portion of healthcare expenditures.  Changes in
regulations and healthcare policy occur frequently and may impact the current
results of the growth potential for and the profitability of products to be
sold by Legend.  Although Legend will not be a direct provider under Medicare
and Medicaid, many of its future customers are providers under these programs
and depend upon Medicare and/or Medicaid reimbursement for a portion of their
revenue.  Changes in Medicare and Medicaid regulations may adversely impact
Legend's revenues and collections indirectly by reducing the reimbursement rate

<PAGE>

received by its future customers and consequently placing downward pressure on
prices Legend charge for its future products.

In certain cases, the ability of Legend's future customers to pay for the
products it distributes depends on governmental and private insurer
reimbursement policies.  Consequently, those policies have an impact on the
level of its sales.  Continuing governmental and private third-party payor
cost-cutting efforts have led and may continue to lead to significant
reductions in the reimbursement levels.  Furthermore, governmental
reimbursement programs, such as the Medicare and Medicaid programs, are subject
to substantial regulation by Federal and state governments, which are
continually reviewing and revising the programs and their regulations.  There
can be no assurance that changes to governmental reimbursement programs will
not have a material adverse effect on Legend.

The Federal Food, Drug and Cosmetic Act and regulations issued or proposed
thereunder provide for regulation by the Food and Drug Administration ("FDA")
of the marketing, manufacturing, labeling, packaging and distribution of
medical devices and drugs, including the products Legend plans to distribute.
The majority of Legend's planned products constitute Class II products under
FDA regulations, which must be appropriately labeled and packaged by the
manufacturers.  As a distributor of such products, Legend is subject to
unscheduled FDA inspections of its facilities from time to time to determine
compliance with FDA regulations.

Legend may also be subject to the Safe Medical Devices Act of 1990, which
imposes certain reporting requirements on distributors in the event of an
incident involving serious illness, injury or death caused by a medical device.

Employees
---------

As of the date of this filing, Legend has two part-time employees. From time to
time, Legend will employ additional personnel to support its development,
technical, marketing, sales, support and administrative organizations.
Competition for qualified personnel in the industry in which it competes is
intense.  Legend's future success will depend in part on its continued ability
to attract, hire or acquire, train and retain qualified employees.

ITEM 2.  DESCRIPTION OF PROPERTY.

Legend has no properties and at this time has no agreements to acquire any
properties.  Legend currently uses the office of management at no cost to
Legend.  Legend believes that additional space will be required as its business
expands and believe that it can obtain suitable space as needed.

ITEM 3.  LEGAL PROCEEDINGS.

Legend is not a party to any material pending legal proceedings and, to the
best of its knowledge no action has been threatened by or against the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

<PAGE>
                                    PART II
                                    -------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information
------------------

Legend's common stock is traded on the NASD Over-the-Counter Bulletin Board
("OTC-BB") under the ticker symbol "LGDI" and CUSIP# 52467C 10 0. The
Company's common stock was initially cleared for trading on the OTC-BB on
September 26, 2003. Some of the companies who serve as market makers for the
Company's common stock include Crown Financial Group, Inc., WM. V. Frankel &
Co., Inc., Hill Thompson Magid & Co., Inc., Schwab Capital Markets L.P.,
Seaboard Securities, Inc., and Wien Securities Corp.

Stockholders
------------

As of December 31, 2003, there were approximately 40 record holders of the
Company's common stock. Within the holders of record of the Company's common
stock are depositories such as Cede & Co., a nominee for The Depository Trust
Company (or DTC), that hold shares of stock for brokerage firms which, in turn,
hold shares of stock for one or more beneficial owners. Accordingly, the
Company believes there are many more beneficial owners of its common stock
whose shares are held in "street name", not in the name of the individual
shareholder.

Preferred Stock
---------------

Shares of preferred stock may be issued by the Company from time to time in one
or more series with such designations, voting powers, if any, preferences and
relative, participating, optional or other special rights, and such
qualifications, limitations and restrictions, as are determined by resolution
of our Board of Directors. The issuance of preferred stock may have the effect
of delaying, deferring or preventing a change in control of our company without
further action by stockholders and could adversely affect the rights and
powers, including voting rights, of holders of common stock, with the Company
acting in accordance with its corporate charter, articles and by-laws. In
certain circumstances, the issuance of preferred stock could depress the market
price of the common stock. There are no shares of preferred stock outstanding.

Dividends
---------

The Company has not previously paid any cash dividends on common stock and does
not anticipate or contemplate paying dividends on common stock in the
foreseeable future. It is the present intention of management to utilize all
available funds for the development of the Company's business. The only
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by law. Under
Delaware corporate law, no dividends or other distributions may be made which
would render the Company insolvent or reduce assets to less than the sum of its
liabilities plus the amount needed to satisfy any outstanding liquidation
preferences.

Transfer Agent and Registrar
----------------------------

The transfer agent and registrar for the Company's common stock is Holladay
Stock Transfer, Inc. of 2939 N. 67th Place, Scottsdale, Arizona 85251.

<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

We have issued no unregistered securities within the period covered by this
report which have not been previously reported on Form 10-QSB.

Limited Market for Common Stock
-------------------------------

There is currently a limited trading market for the Company's shares of common
stock, and there can be no assurance that a more substantial market will ever
develop or be maintained. Any market price for the Company's shares of common
stock is likely to be very volatile, and numerous factors beyond its control
may have a significant adverse effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and
volume fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may also adversely affect the market price of its
common stock. Further, there is no correlation between the present limited
market price of the Company's common stock and its revenues, book value, assets
or other established criteria of value. The present limited quotations of the
Company's common stock should not be considered indicative of the actual value
of Legend International Holdings, Inc. or its common stock.

Penny Stock Status
------------------

If and when it creates a market for its common stock, the Company's common
stock is a "penny stock," as the term is defined by Rule 3a51-1 of the
Securities Exchange Act of 1934. This makes it subject to reporting, disclosure
and other rules imposed on broker-dealers by the Securities and Exchange
Commission requiring brokers and dealers to do the following in connection with
transactions in penny stocks:

1. Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks. In addition, the broker or dealer must deliver to
the person a written statement setting forth the basis for the determination
and advising in highlighted format that it is unlawful for the broker or dealer
to effect a transaction in a penny stock unless the broker or dealer has
received, prior to the transaction, a written agreement from the person.
Further, the broker or dealer must receive a manually signed and dated written
agreement from the person in order to effectuate any transactions is a penny
stock.

2. Prior to the transaction, the broker or dealer must disclose to the customer
the inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the offer price
for the security transacted for a customer on a principal basis unless exempt
from doing so under the rules.

3. Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in

<PAGE>

connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.

4. The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. The imposition of
these reporting and disclosure requirements on a broker or dealer makes it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.

Plan of Operation
-----------------

Legend International Holdings, Inc. ("Legend" or "Company") is a publicly-
traded company which trades on the Over-the-Counter Bulletin Board (OTC-BB)
under the symbol "LGDI." The Company is presently a development stage company
that intends to act as a holding company by building and acquiring controlling
or other interests in one or more companies engaged in the contract sales and
distribution of specialty medical products.

The Company's plan of operation for the next twelve months is first to
establish itself as an independent contract sales and distribution organization
representing manufacturers of specialty medical products, and to contract with
specialty medical product manufacturers to provide the outsourcing of the
sales, marketing, distribution and customer service functions for all or
certain of the manufacturers' product lines, thereby eliminating the
manufacturers' need to develop and maintain their own sales force or rely on a
number of independent local and regional distributors to achieve national
coverage.

The Company's mission is to become a leading national contract sales and
distribution organization focused on specialty medical products. To achieve
this mission, the Company plans to implement an aggressive acquisition program
targeting local and regional contract sales and distribution businesses in
order to expand its product representation.  The Company's typical acquisition
target has one or two principals, four to six sales persons; two to three
persons performing administrative functions and generates annual sales
commissions of $1 million to $2.5 million from the sale of non-durable
specialty medical products generally costing less than $10,000. The Company
intends to achieve growth through the acquisition of small to mid-sized
contract sales and distribution companies representing manufacturers of
specialty medical products throughout the United States.

The Company believes it can achieve both profitability and overall revenue
growth by "rolling up" smaller, individually owned, local and regional,
contract sales and distribution businesses under the "umbrella" of "Legend
International Holdings, Inc." as the parent company. The Company's management

<PAGE>

believes that "Economies of Scale" can be achieved by consolidating the "single
owner" contract sales and distribution companies into Legend International
Holdings, Inc. The Company further believes that it can reduce combined overall
overhead costs among the companies acquired by eliminating many duplicated
everyday business headaches for the small business owners, such as accounting
services, marketing and advertising costs, office staff and equipments, etc.
The Company also believes that consolidating and focusing efforts on a combined
marketing campaign will assist the various companies acquired by the Company to
achieve overall revenue growth. Furthermore, the Company believes that its
acquisition plan to consolidate the industry, utilizing its public stock as
currency, represents an enormous opportunity for Legend to acquire these target
companies and to provide their shareholders a liquidity event for an exit while
at the same time to provide the acquired companies management team the
opportunity to continue to run and grow their businesses.

In summary, the Company's mission is to establish leadership in the specialty
medical products sales and distribution business by: (1) combining fragmented
companies, (2) achieving cost economies, and (3) providing a broader product
line with more value-added services than localized competitors. The Company
believes that its emergence as a major contract sales and distribution company
capable of selling, distributing and servicing a broad array of specialty
medical products nationwide would meet the evolving needs of both manufacturers
and healthcare providers.

Liquidity and Capital Resources
-------------------------------

As of December 31, 2003, the Company has $102,436 in cash with which to satisfy
any future cash requirements.  The Company will need approximately $500,000 in
cash to fund the necessary due diligence expenses related to its acquisition
plan, including the cost of accountants performing audits of the financial
statements of its targets. The Company plans to satisfy its cash requirements
by additional equity financing or loans. This will be in the form of private
placements of restricted common stock, preferred stock or debentures. The
Company may not be able to operate if it does not obtain the additional capital
or financing it requires. There can be no assurance that the Company will be
successful in raising such capital or financing and thus, be able to satisfy
its cash requirements. In addition, the Company intends to use its securities
as the principal medium of payment for all acquisitions. However, to the extent
certain cash payments are required; the Company will attempt to minimize those
payments in view of the Company's lack of cash.

Because of the nature of the businesses the Company intends to acquire, the
Company does not anticipate any product research and development costs, and it
does not intend to conduct any research and product development during the next
twelve months. Because the targeted companies are engaged in the sale and
distribution of specialty medical products manufactured by others, the Company
does not have any plans to purchase plant or significant equipments during the
next twelve months. It is anticipated that the employees of the companies the
Company acquires will become either its employees or employees of its wholly
owned subsidiaries.

The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock, preferred stock or debentures. In the event the
Company is unsuccessful in raising such capital, it may never commence active
operations.

<PAGE>

Readers are referred to the cautionary statement, which addresses forward-
looking statements.

Cautionary Statement
--------------------

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words
or phrases such as "will result", "are expected to", "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among other, the following: (i) the Company's ability to
obtain additional financing to implement its business strategy; (ii) the
financial condition of the Company's clients; (iii) imposition of new
regulatory requirements affecting the Company; (iv) a downturn in general
economic conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (vi) lack of
geographic diversification; and (vii) other factors which are described in
further detail in the Company's filings with the Securities and Exchange
Commission.

The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.

ITEM 7.  FINANCIAL STATEMENTS.

The Financial Statements of Legend International Holdings, Inc., the Notes to
Financial Statements and the Independent Auditor's Report of Clyde Bailey P.C.,
independent certified public accountant, required by this Item 7 commence on
page F-1 and are incorporated in this report by this reference.  The Financial
Statements filed as part of this report are listed in the Index to Financial
Statements below:

<PAGE>


Board of Directors
Legend International Holdings, Inc.


                         INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Legend International
Holdings, Inc. (a development stage company) as of December 31, 2003 and the
related statements of operations, statement of stockholders' equity, and cash
flows for the years ended December 31, 2003 and 2002 and from January 5, 2001
(inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these statements based on my audit. The financial statements of the
Company, as of December 31, 2002, were audited by other auditors whose report
dated April 7, 2003 expressed an unqualified opinion on those statements.

I conducted my audits in accordance with generally accepted auditing standards
in the United States. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Legend International Holdings,
Inc. (a development stage company) as of December 31, 2003 and the results of
its operations and its cash flows for the years then ended and from January 5,
2001 (inception) to December 31, 2003, in conformity with generally accepted
accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception and has experienced
liquidity problems. Those conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to those matters also are described in the notes to financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                               Clyde Bailey P.C.


San Antonio, Texas
March 20, 2004





                                       1

<PAGE>
<TABLE>
<CAPTION>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         (A Development Stage Company)
                                 Balance Sheet
                               December 31, 2003


                                    ASSETS

                                                                    2003
                                                                ------------
<S>                                                             <C>
Current Assets

    Cash                                                        $    102,436
                                                                ------------
           Total Current Assets                                      102,436
                                                                ------------

           Total Assets                                         $    102,436
                                                                ============

                                  LIABILITIES

Current Liabilities

    Accrued Interest                                                   4,667
    Convertible Debenture Payable                                    100,000
    Shareholder Advances                                               5,081
                                                                ------------
           Total Current Liabilities                                 109,748
                                                                ------------
           Total Liabilities                                         109,748
                                                                ------------
    Commitments and Contingencies                                          -
                                                                ------------

                             STOCKHOLDERS' EQUITY

Preferred Stock
    $.001 par value, 20,000,000 shares authorized
    no shares issued and outstanding                                       -

Common Stock
    $.001 par value, 100,000,000 shares authorized
    9,583,000 shares issued and outstanding                            9,583

Additional Paid-in-Capital                                           344,567

Accumulated Deficit during the Development Period                   (361,462)
                                                                ------------
           Total Stockholders' Equity                                 (7,312)
                                                                ------------
           Total Liabilities and Stockholders' Equity           $    102,436
                                                                ============
</TABLE>


     The accompanying notes are integral part of the financial statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         (A Development Stage Company)
                           Statements of Operations


                                                                         January 5, 2001
                                               For the Years Ended         (Inception)
                                                   December 31            to December 31
                                         -------------------------------  --------------
                                              2003             2002            2003
                                         --------------   --------------  --------------
<S>                                      <C>              <C>             <C>
Revenues:

    Revenues                             $            -   $        3,237  $        4,875
                                         --------------   --------------  --------------
           Total Revenues                             -            3,237           4,875

Cost of Revenues:

    Cost of Revenues                                  -              689           1,045
                                         --------------   --------------  --------------
           Gross Profit                  $            -   $        2,548  $        3,830

Expenses:

    Stock Based Compensation                    111,700          125,000         335,450
    Operating Expenses                            9,125           17,722          30,262
                                         --------------   --------------  --------------
           Total Expenses                       120,825          142,722         365,712

Other Income and Expenses:

    Interest Income                                 369               20             420
                                         --------------   --------------  --------------
           Net Loss before Taxes               (120,456)        (140,154)       (361,462)

Provision for Income Taxes:

    Income Tax Benefit                                -                -               -
                                         --------------   --------------  --------------
           Net Loss                      $     (120,456)  $     (140,154) $     (361,462)
                                         ==============   ==============  ==============

Basic and Diluted Earnings Per Common
  Share                                           (0.01)           (0.02)          (0.07)
                                         --------------   --------------  --------------
Weighted Average number of Common
  Shares used in per share calculations       8,159,832        6,507,333       5,499,500
                                         ==============   ==============  ==============

</TABLE>


     The accompanying notes are integral part of the financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity
                           As of December 31, 2003


                                                                        Accumulated
                                         Common Stock                     Deficit
                                    -----------------------             During the
                                                   $0.001    Paid-In    Development   Stockholders'
                                     Shares       Par Value  Capital      Period         Equity
                                    ---------     ---------  --------  -------------  -------------
<S>                                 <C>           <C>        <C>       <C>            <C>

   Balance, January 5, 2001                 -     $       -  $      -  $           -  $           -

   Shares issued to founder for     1,910,000         1,910    93,590                        95,500
    organization cost and services
     at $.05 per share

    Shares Issued for services         65,000            65     3,185                         3,250
      rendered at $.05 per share

    Shares Issued for Cash            274,000           274    13,426                        13,700

   Net Loss                                                                 (100,852)      (100,852)
                                    ---------     ---------  --------  -------------  -------------
  Balance, December 31, 2001        2,249,000         2,249   110,201       (100,852)        11,598
                                    ---------     ---------  --------  -------------  -------------

   Shares Issued for Cash             100,000           100     4,900                         5,000

   Shares Issued for Officer's
         Compensation               5,000,000         5,000   120,000              -        125,000

   Net Loss                                                                 (140,154)      (140,154)
                                    ---------     ---------  --------  -------------  -------------

  Balance, December 31, 2002        7,349,000         7,349   235,101       (241,006)         1,444
                                    ---------     ---------  --------  -------------  -------------

     Shares Issued for services
      rendered at $.05 per share    2,234,000         2,234   109,466                       111,700

   Net Loss                                                                 (120,456)      (120,456)
                                    ---------     ---------  --------  -------------  -------------

  Balance, December 31, 2003        9,583,000         9,583   344,567       (361,462)        (7,312)
                                    =========     =========  ========  =============  =============

</TABLE>


     The accompanying notes are integral part of the financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows


                                                                         January 5, 2001
                                               For the Years Ended         (Inception)
                                                   December 31            to December 31
                                         -------------------------------  --------------
                                              2003             2002            2003
                                         --------------   --------------  --------------
<S>                                      <C>              <C>             <C>
 Cash Flows from Operating Activities:

    Net Loss                             $     (120,456)  $     (140,154) $     (361,462)

    Adjustments to reconcile net loss
      to net cash used by operating
      activities:
    Shares Issued for Stock Based
      Compensation                              111,700          125,000         335,450
    Changes in operating assets and
      liabilities:
    Accounts Payable                                  -             (351)              -
    Deferred Offering Costs                           -            5,923               -
    Inventory                                         -              689               -
    Accrued Interest                              4,667                -           4,667
                                         --------------   --------------  --------------
 Net Cash Used in Operating Activities   $       (4,089)  $       (8,893) $      (21,345)



 Cash Flows from Financing Activities:

    Proceeds from Convertible
      Debenture Payable                         100,000                -         100,000
    Shareholder Advance                           3,510            1,571           5,081
    Proceeds from Issuance of Stock                   -            5,000          18,700
                                         --------------   --------------  --------------
 Net Cash Provided for Financing
   Activities                            $      103,510   $        6,571  $      123,781
                                         --------------   --------------  --------------

 Net Increase (Decrease) in Cash         $       99,421   $       (2,322) $      102,436

 Cash Balance,  Begin Period                      3,015            5,337               -
                                         --------------   --------------  --------------
 Cash Balance,  End Period               $      102,436   $        3,015  $      102,436
                                         ==============   ==============  ==============

 Supplemental Disclosures:
    Cash Paid for interest               $            -   $            -  $            -
    Cash Paid for income taxes           $            -   $            -  $            -
    Stock Issued for Services            $      111,700   $      125,000  $      335,450

</TABLE>


     The accompanying notes are integral part of the financial statements.

                                       5

<PAGE>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         Notes to Financial Statements


NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Legend International Holdings, Inc., formerly Sundew International, Inc. ("the
Company"), was incorporated under the laws of the State of Delaware on January
5, 2001. The Corporation is organized to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware including, without limitation, to provide sales of
compatible inkjet printer cartridges and refill kits on the Internet.

The company has a total of 100,000,000 authorized common shares and 20,000,000
authorized preferred shares with a par value of $.001 per share and with
9,583,000 and 7,349,000 common shares issued and outstanding as of December 31,
2003 and 2002. There are no preferred shares outstanding as of December 31,
2003.

These financial statements have been prepared assuming that the Company will
continue as a going concern.  The Company is currently in the development
stage, and existing cash and available credit are insufficient to fund the
Company's cash flow needs for the next year.  The officers and directors have
committed to advancing the operating costs of the Company interest free.

DEVELOPMENT STAGE ENTERPRISE

The Company is a development stage enterprise, as defined in the Statement of
Financial Accounting Standards No. 7 "Accounting and Reporting by Development
Stage Enterprises". The Company is devoting all of its present efforts in
securing and establishing a new business, and its planned principal operations
have not commenced, and, accordingly, no revenue has been derived during the
organizational period.

FIXED ASSETS

The Company has no fixed assets at this time.

FEDERAL INCOME TAX

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes.  The asset and
liability approach requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences
between the carrying amounts and the tax basis of assets and liabilities.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.


                                       6

<PAGE>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         Notes to Financial Statements

Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

EARNINGS PER COMMON SHARE

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings
Per Share," which simplifies the computation of earnings per share requiring
the restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.  Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other disclosures,
SFAS No. 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others" ("Interpretation No. 45"). Interpretation
No. 45 elaborates on the existing disclosure requirements for most guarantees,
including loan guarantees such as standby letters of credit. It also clarifies
that at the time a company issues a guarantee, the company must recognize an
initial liability for the fair market value of the obligations it assumes under
that guarantee and must disclose that information in its interim and annual
financial statements. The initial recognition and measurement provisions of
Interpretation No. 45 apply on a prospective basis to guarantees issued or
modified after December 31, 2002. Interpretation No. 45 did not have an effect
on the financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("Interpretation No. 46"), that clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. Interpretation No. 46 is
applicable immediately for variable interest entities created after January 31,
2003. For variable interest entities created prior to January 31, 2003, the
provisions of Interpretation No. 46 are applicable no later than July 1, 2003.
Interpretation No. 46 did not have an effect on the financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123" ("SFAS 148"). This Statement amends SFAS 123 to provide alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends


                                       7

<PAGE>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         Notes to Financial Statements

the disclosure requirements of SFAS 123 to require prominent disclosures in
both annual and interim financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002 and
are included in the notes to these consolidated financial statements.

Statement of Financial Accounting Standards SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity", were recently issued. SFAS No, 149, and 150 have no
current applicability to the Company or their effect on the financial
statements would not have been significant.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically reviews the carrying amount of property, plant and
equipment and its identifiable intangible assets to determine whether current
events or circumstances warrant adjustments to such carrying amounts. If an
impairment adjustment is deemed necessary, such loss is measured by the amount
that the carrying value of such assets exceeds their fair value. Considerable
management judgment is necessary to estimate the fair value of assets,
accordingly, actual results could vary significantly from such estimates.
Assets to be disposed of are carried at the lower of their financial statement
carrying amount or fair value less costs to sell. As of December 31, 2003,
management does not believe there is any impairment of the carrying amounts of
assets.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheets for the Company's assets
and liabilities approximate their fair values as of December 31, 2003 and
2002.

NOTE 2  -  COMMON STOCK

In January 2001, 1,910,000 common shares were issued to the Company's founder
for organization cost valued at $95,750, and 60,000 common shares were issued
to a related party in exchange for consulting fee valued at $3,000.

In March 2002, 5,000,000 common shares were issued to the Company's founder in
exchange for present and future services valued at $125,000.

In 2003, a total of 2,234,000 common shares to the Company's sole officer and
director for services valued at $111,700 or $.05 per share.

NOTE 3 - ORGANIZATION COSTS

The Company has incurred legal, accounting, and other formation costs. These
costs were expenses as incurred.

NOTE 4  -  RELATED PARTIES

The Company issued unregistered common stock to its President, in exchange for
services as President, Secretary and Treasurer, and to non management
consultants in exchange for their services which was based on the Company's
expected initial offering price of $0.05 per share, has been reflected as
organization costs, consulting services and web site development cost in


                                       8

<PAGE>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         Notes to Financial Statements

NOTE 4  -  RELATED PARTIES (CON'T)

the accompanying statements of operations. These shares were issued under
Section 4(2) of the Securities Act of 1933, as amended, and are subject to the
resale provisions of Rule 144 and may not be sold or transferred without
registration except in accordance with Rule 144. Certificates representing the
securities bear such a legend.

In January 2001, 1,910,000 common shares were issued to the Company's founder
for organization cost valued at $95,750, and 60,000 common shares were issued
to a related party in exchange for consulting fee valued at $3,000.

In March 2002, 5,000,000 common shares were issued to the Company's founder in
exchange for present and future services valued at $125,000.

In April 2002, the Company closed its offering under its registration statement
filed with the United States Securities and Exchange Commission to sell up to
2,000,000 shares of its common stock at $0.05 per share, which became effective
on April 11, 2001. The Company sold 374,000 shares of its common stock under
the offering.

In 2003, a total of 2,234,000 common shares to the Company's sole officer and
director for services valued at $111,700 or $.05 per share.

As of December 31, 2003, the Company owed the sole officer and director an
outstanding balance of $5,081 for expenses incurred on its behalf.

The advance is non-interest bearing and no interest has been accrued.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has incurred net losses since its inception and
has experienced liquidity problems that raises substantial doubt about its
ability to continue as a going concern. The stockholders/officers and or
directors have committed to advancing operating costs of the Company interest
free to insure that the Company has enough operating capital over the next
twelve months.

NOTE 6 - INCOME TAXES

The Company has adopted the provisions of SFAS No. 109 "Accounting for Income
Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.


                                       9

<PAGE>

                      LEGEND INTERNATIONAL HOLDINGS, INC.
                         Notes to Financial Statements

<TABLE>
<CAPTION>
At December 31, 2003 and 2002 deferred taxes consisted of the following:

                                      2003        2002
                                   ----------  ----------
<S>                                <C>         <C>
Deferred tax assets,
  Net operating loss carry-forward $   44,484  $   51,759
Less valuation allowance              (44,484)    (51,759)
                                   ----------  ----------
   Net deferred taxes              $      -0-  $      -0-
                                   ==========  ==========
</TABLE>

The valuation allowance offsets the net deferred tax asset for which there is
no assurance of recovery. The valuation allowance will be evaluated at the end
of each year, considering positive and negative evidence about whether the
deferred tax asset will be realized.

At that time, the allowance will either be increased or reduced; reduction
could result in the complete elimination of the allowance if positive evidence
indicates that the value of the deferred tax assets is no longer impaired and
the allowance is no longer required.

The Company has incurred losses that can be carried forward to offset future
earnings beginning in 2021, if conditions of the Internal Revenue Codes are
met.

NOTE 7.  CONVERTIBLE DEBENTURE PAYABLE

In April of 2003, the Company authorized convertible debentures that are to be
due March 31, 2004 and are 8% senior subordinated convertible debentures.
During 2003, a total of $100,000 was received for these debentures and interest
has been accrued as of December 31, 2003. The debentures are convertible into
SEC 144 restricted stock at the rate of $.10 per share at the option of the
holder.










                                       10

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There were no changes in or disagreements with accountants on accounting and
financial disclosure for the period covered by this report.

ITEM 8A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's
President, Chief Executive Officer and Chief Financial Officer. Based upon
that evaluation, the Company's President, Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.



                                   PART III
                                   --------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors, Executive Officers and Significant Employees
-------------------------------------------------------

The Company's Directors hold office until the next annual meeting of
shareholders and the election and qualification of their successors. Directors
receive no compensation for serving on the Board of Directors other than
reimbursement of reasonable expenses incurred in attending meetings. Officers
are appointed by the Board of Directors and serve at the discretion of the
Board.

The current executive officers, key employees and directors of the Company are
as follows:

<PAGE>

Name               Age           Position(s) Held          Director Since
----               ---           ----------------          --------------

Michael Tay        66            President, Treasurer      January 2001
                                 and Director

William Tay        32            Vice President,           November 2003
                                 Secretary and
                                 Director

There are no agreements or understandings for the officers or directors to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any
other person.

Set forth below is the name of the directors and officers of the Company, all
positions and offices with the Company held, the period during which he has
served as such, and the business experience during at least the last five
years:

MICHAEL TAY is the Company's founder and has been the president, chief
executive officer, chief financial officer, treasurer, and director since
January 5, 2001. For the last five years, Mr. Tay has devoted full time in
managing his own investments in securities and real estate, including
commercial, and residential real estate investments in undeveloped land as well
as income producing properties, mutual funds and other securities investments,
both debt and equity, in companies listed on exchanges such as AMEX or traded
over-the-counter and listed on NASDAQ and the OTC Bulletin Board. Mr. Tay will
devote approximately 20 hours per week, equal to one quarter of his business
time, on the business of the Company.

WILLIAM TAY has been the vice president, secretary and director of Legend
International Holdings, Inc. (OTC-BB: LGDI) since November 14, 2003. He is also
currently a director, president, CEO, secretary and treasurer of Donar
Enterprises, Inc. (OTC-BB: DNRE), a competitive based EDGAR Formatting and
Filing Service Provider. For the past five years, Mr. Tay has been a business
consultant, specializing in corporate and securities consulting, and has served
on the board of directors and as an officer for several private and public
companies, including Global Energy Group, Inc. F/K/A 1StopSale.com Holdings,
Inc. (OTC-BB: GENG) and Jeremy's Microbatch Ice Creams, Inc. (OTC: JMIC). In
late 2003, he started Heritage Capital Group, Inc., a private equity firm
specializing in business acquisitions. His goal is to build a diversified
public holding company through multiple acquisitions. His investment philosophy
is to be patient and conservative, with the primary objective of enhancing
shareholder value. He is also active in assisting others in all areas of
corporate development and corporate finance. Prior to that, he was a licensed
National Association of Securities Dealers (NASD) Series 7 Registered
Representative or stockbroker.

Family Relationships
--------------------

Michael Tay, Chief Executive Officer, President and Treasurer of the Company,
is the father of William Tay, the Company's Vice President and Secretary.

Involvement on Certain Material Legal Proceedings During the Last Five Years
----------------------------------------------------------------------------

No director, officer, significant employee or consultant has been convicted in

<PAGE>

a criminal proceeding, exclusive of traffic violations.  No director, officer,
significant employee or consultant has been permanently or temporarily
enjoined, barred, suspended or otherwise limited from involvement in any type
of business, securities or banking activities. No director, officer or
significant employee has been convicted of violating a federal or state
securities or commodities law.

Compliance with Section 16(A) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Michael Tay and William Tay
comprising all of the Company's executive officers, directors and greater than
10% beneficial owners of its common stock, have complied with Section 16(a)
filing requirements applicable to them during the Company's most recent fiscal
year.

Indemnification of Directors and Officers
-----------------------------------------

The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Delaware, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

Indemnification of officers or persons controlling the Company for liabilities
arising under the Securities Act of 1933, as amended, is held to be against
public policy by the Securities and Exchange Commission and is therefore
unenforceable.

Audit Committee
---------------

At December 31, 2003, the Company had not formed an audit committee or adopted
an audit committee charter. In lieu of an audit committee, the Company's board
of directors assumes the responsibilities that would normally be those of an
audit committee.

Code of Ethics
--------------

Not recognizing the current desirability to have a code of ethics, we have not
yet adopted a code of ethics.

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table
--------------------------

     NAME                 POSITION(S)              COMPENSATION
-----------------------------------------------------------------
Michael Tay          President, CEO, CFO,              None
                     Treasurer, and Director

William Tay          Vice President, Secretary         None
                     and Director

As of the date of this report, no salary has been paid to the Company's
officers and directors. Officers and directors of the Company will not receive
regular salary compensation until the Company becomes profitable from revenue
producing operations. The Board of Directors will determine the amount of their
salaries, which will depend on the profitability of the Company.

In the future, the Board of Directors may set annual bonuses based on
profitability and performance of the Company.

Employment Contracts
--------------------

The Company has no employment agreements with any of its officers or directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock, with respect to each of our named
director and executive officer, each person known to us to be the beneficial
owner of more than five percent (5%) of said securities, and all of our
directors and executive officers as a group.  Except as noted, each person has
sole voting and investment power with respect to the shares shown.

                                               AMOUNT OF        PERCENTAGE
  NAME AND ADDRESS OF          TITLE OF        BENEFICIAL           OF
  BENEFICIAL OWNER (1)          CLASS         OWNERSHIP (2)      CLASS (2)
  --------------------         --------       -------------     ----------

  Michael Tay                   Common         8,165,260          85.21%
  President, Treasurer and
  Director (3)

  William Tay                   Common           794,000           8.29%
  Vice President, Secretary
  and Director (3)

  All directors and officers    Common         8,959,260          93.50%
  as a group (2 persons)

  ---------------------
   (1)  Unless otherwise indicated, the address for each principal shareholder
        is 2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130.
   (2)  Represents the number of shares of common stock owned of record and
        beneficially by each named person or group, expressed as a percentage
        of 9,583,000 shares of common stock outstanding as of 12/31/2003.

<PAGE>

   (3)  Michael Tay and William Tay are father and son, respectively. Each
        disclaims beneficial ownership in the shares of the other.

Change in Control
-----------------

No arrangements exist that may result in a change of control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Since the Company's inception, the following transactions were entered into
with the Company's officers, directors and/or affiliates.

The Company's officers and directors acquired their shares with the intent to
hold the shares for investment purpose and not with a view to further resale or
distribution, except as permitted under exemptions from registration
requirements under applicable securities laws. That means that they may not
sell such securities unless they are either registered with the SEC and
comparable agencies in the states or other jurisdictions where the purchasers
reside, or are exempted from registration. The most widely used exemption from
registration requirements is provided by SEC Rule 144, which requires a one
year holding period prior to resale, and limits the quantities of securities
that can be sold during any 90 day periods.

Each certificate has been issued with a restrictive legend required with
respect to issuance of securities pursuant to exemptions from registration
requirements under the Securities Act and each recipient acknowledged their
understanding that the shares were restricted from resale unless they were
either registered under the Securities Act and comparable state laws, or the
transaction was effected in compliance with available exemptions from such
registration requirements.

In connection with the Company's organization, on January 5, 2001, Michael Tay,
the Company's president and CEO, was issued 1,910,000 shares of the Company's
restricted common stock in exchange for services, the business plan of the
Company, and its web site and domain name, 5,000,000 restricted shares for
services rendered during year 2002 and 1,875,000 restricted shares for services
rendered during year 2003.

In October 14, 2003, the Company issued 109,000 shares of common stock to
William Tay, the Company's current vice-president and secretary, for services
rendered.

It is contemplated that the Company may enter into certain transactions with
its officers and directors or affiliates which may involve conflicts of
interest in that they will not be arms' length transactions. These transactions
include the following:

The Company issued 60,000 shares of its restricted common stock on January 24,
2001 to the son of the Company's president in exchange for corporate and
securities consulting services.

The Company has no formal written employment agreement or other contracts with
its officers and there is no assurance that the services to be provided by them
will be available for any specific length of time in the future. Michael Tay
and William Tay anticipate initially devoting up to approximately 20% of their
time to the Company's affairs. If and when the Company's business operations
increase and a more extensive time commitment is needed, both of them are

<PAGE>

prepared to devote more time to the Company's affairs, in the event that
becomes necessary. The amounts of compensation and other terms of any full time
employment arrangements would be determined if and when such arrangements
become necessary.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits
--------

The following exhibits are filed as part of this report (exhibits marked with
an asterisk have been previously filed with the Commission as indicated and are
incorporated herein by this reference):

Exhibit No.                            Description
-----------   ---------------------------------------------------------------

   1.1*       Subscription Agreement (1)

   3.1*       Certificate of Incorporation (1)

   3.2*       Amended Certificate of Incorporation (2)

   3.3*       Bylaws (1)

   3.4*       Specimen Stock Certificate (1)

   4.1*       Form of 8% Senior Subordinated Convertible Debenture due
              March 31, 2004 (3)

   4.2*       Form of Notice of Conversion (3)

  10.1*       2002 Employee, Consultant & Advisor Stock Compensation Plan (4)

  10.2*       Form on Stock Payment Agreement (4)

  21.1        Subsidiaries of the Registrant (5)

  23.1*       Consent of Stan J.H. Lee, CPA (1)(3)

  31.1        Certification of Chief Executive Officer Pursuant to 18 U.S.C.
              Section 1350, as Adopted Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002 (5)

  31.2        Certification of Chief Financial Officer Pursuant to 18 U.S.C.
              Section 1350, as Adopted Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002 (5)

  32.1        Certification of Chief Executive Officer and Chief Financial
              Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
              to Section 906 of the Sarbanes-Oxley Act of 2002 (5)

<PAGE>

Footnotes:

   (1)  Incorporated herein by reference to the Company's Registration
        Statement on Form SB-2, filed on February 2, 2001, File No. 333-55116,
        and the amendments thereto.

   (2)  Incorporated herein by reference to the Company's current report on
        Form 8-K filed on March 21, 2003.

   (3)  Incorporated herein by reference to the Company's current report on
        Form 8-K filed on June 23, 2003.

   (4)  Incorporated herein by reference to the Company's Registration
        Statement on Form S-8 filed on May 14, 2002, File No. 333-88184.

   (5)  Filed herewith.


Reports on Form 8-K
-------------------

The following reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 2003, the period covered by this report:

On October 27, 2003, the Company filed on Form 8-K to report that its common
stock has been cleared for trading on the OTC Bulletin Board (OTC-BB) by NASD
Regulation, Inc. under the ticker symbol "LGDI".

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                                                    2003        2002
                                                 ---------    ---------
A. Audit Fees                                    $     800    $     800
B. Audit Related Fees                               None        None
C. Tax Fees                                         None        None
D. All Other Fees                                   None        None



                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


Date: March 22, 2004               LEGEND INTERNATIONAL HOLDINGS, INC.


                                   By:  /s/ Michael Tay
                                       -----------------------------------
                                       Michael Tay, President
                                       (Principal Executive Officer and
                                       Principal Financial Officer)

<PAGE>

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                Title                               Date
---------                -----                               ----

/s/ Michael Tay          President, Chief Executive          March 22, 2004
---------------------    Officer, Chief Financial
Michael Tay              Officer, Treasurer and
                         Director (Principal Executive,
                         Financial and Accounting Officer)

/s/ William Tay          Vice President, Secretary and       March 22, 2004
---------------------    Director
William Tay


<PAGE>
                                                                   Exhibit 31.1

                                 CERTIFICATION
                                 -------------

I, Michael Tay, the Chief Executive Officer of Legend International Holdings,
Inc., certify that:

(1) I have reviewed this annual report on Form 10-KSB of Legend International
Holdings, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:

       (a) Designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the small business
       issuer, including its consolidated subsidiaries, is made known to us by
       others within those entities, particularly during the period in which
       this report is being prepared;

       (b) Designed such internal control over financial reporting, or caused
       such internal control over financial reporting to be designed under our
       supervision, to provide reasonable assurance regarding the reliability
       of financial reporting and the preparation of financial statements for
       external purposes in accordance with generally accepted accounting
       principles;

       (c) Evaluated the effectiveness of the small business issuer's
       disclosure controls and procedures and presented in this report our
       conclusions about the effectiveness of the disclosure controls and
       procedures, as of the end of the period covered by this report based on
       such evaluation; and

       (d) Disclosed in this report any change in the small business issuer's
       internal control over financial reporting that occurred during the small
       business issuer's most recent fiscal quarter (the small business
       issuer's fourth fiscal quarter in the case of an annual report) that has
       materially affected, or is reasonably likely to materially affect, the
       small business issuer's internal control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

       (a) All significant deficiencies and material weaknesses in the design
       or operation of internal control over financial reporting which are
       reasonably likely to adversely affect the small business issuer's
       ability to record, process, summarize and report financial information;
       and

       (b) Any fraud, whether or not material, that involves management or
       other employees who have a significant role in the small business
       issuer's internal control over financial reporting.

Date: March 22, 2004

/s/ Michael Tay
------------------------------------
Michael Tay, Chief Executive Officer

<PAGE>
                                                                   Exhibit 31.2

                                 CERTIFICATION
                                 -------------

I, Michael Tay, the Chief Financial Officer of Legend International Holdings,
Inc., certify that:

(1) I have reviewed this annual report on Form 10-KSB of Legend International
Holdings, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:

       (a) Designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the small business
       issuer, including its consolidated subsidiaries, is made known to us by
       others within those entities, particularly during the period in which
       this report is being prepared;

       (b) Designed such internal control over financial reporting, or caused
       such internal control over financial reporting to be designed under our
       supervision, to provide reasonable assurance regarding the reliability
       of financial reporting and the preparation of financial statements for
       external purposes in accordance with generally accepted accounting
       principles;

       (c) Evaluated the effectiveness of the small business issuer's
       disclosure controls and procedures and presented in this report our
       conclusions about the effectiveness of the disclosure controls and
       procedures, as of the end of the period covered by this report based on
       such evaluation; and

       (d) Disclosed in this report any change in the small business issuer's
       internal control over financial reporting that occurred during the small
       business issuer's most recent fiscal quarter (the small business
       issuer's fourth fiscal quarter in the case of an annual report) that has
       materially affected, or is reasonably likely to materially affect, the
       small business issuer's internal control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

       (a) All significant deficiencies and material weaknesses in the design
       or operation of internal control over financial reporting which are
       reasonably likely to adversely affect the small business issuer's
       ability to record, process, summarize and report financial information;
       and

       (b) Any fraud, whether or not material, that involves management or
       other employees who have a significant role in the small business
       issuer's internal control over financial reporting.


Date: March 22, 2004

/s/ Michael Tay
------------------------------------
Michael Tay, Chief Financial Officer

<PAGE>

                                                                   Exhibit 32.1

                   CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          AND CHIEF FINANCIAL OFFICER
                      PURSUANT TO 18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Annual Report of Legend International Holdings,
Inc. (the "Company") on Form 10-KSB for the period ending December 31, 2003 as
filed with the U.S. Securities and Exchange Commission on the date hereof (the
"Report"), I, Michael Tay, Chief Executive Officer and Chief Financial Officer
of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

       (i)    the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

       (ii)   the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

Date: March 22, 2004


By: /s/ Michael Tay
-------------------------------------
Michael Tay, Chief Executive Officer
 and Chief Financial Officer


A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Legend International
Holdings, and will be retained by Legend International Holdings, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.

<PAGE>

                                                                   Exhibit 21.1

                      LIST OF SUBSIDIARIES OF THE COMPANY
                      -----------------------------------

    Name of Subsidiary                          Percent of Ownership
    ------------------                          --------------------
    Legend Consolidated Group, Inc.,                    100%
    a Delaware corporation