`UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10K-SB
  Annual Report under Section 13 or 15 (d) of the Securities Exchange Act 1934:

                        Commission File Number: 000-32551

                       LEGEND INTERNATIONAL HOLDINGS, INC.
                    (Exact Name of Registrant in its Charter)

          Delaware                                       23-3067904
(State or other Jurisdiction                  (IRS Employer Identification No.)
     of Incorporation)

             2000 Hamilton Street, #520, Philadelphia, PA 19130-3883
           (Address of Principal executive Offices including Zip Code)

                                  215.893.3662
                         (Registrant's Telephone Number)

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

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value


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. [ ]

State issuer's revenues for its most recent fiscal year.  $3,237

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.)  The aggregate market value of the voting
stock held by non affiliates of the issuer was not determinable because the
common stock does not trade on any market.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 7,349,000 shares of Common
Stock, par value $.001 per share, as of December 31, 2002.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

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




                                     PART I

Forward-Looking Statements

This Form 10-KSB annual report may contain certain "forward-looking" statements
as such term is defined in the Private Securities Litigation Reform Act of 1995
or by the Securities and Exchange Commission in its rules, regulations and/or
releases, which represent our expectations or beliefs, including but not
limited to, statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could,"
"estimate," "might," or "continue" or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
certain of which are beyond our control, and actual results may differ
materially depending on a variety of important facts, including but not limited
to those risk factors discussed herein below.


ITEM 1. DESCRIPTION OF BUSINESS.

(a) 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 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 plans to act as a holding company to acquire controlling or other
interests in one or more companies engaged in the contract sales and
distribution of specialty medical products. Legend's objective is to become a
leading national contract sales and distribution organization focused on
specialty medical products. As its initial focus, on January 6, 2003, Legend
formed a new wholly-owned subsidiary in the State of Delaware, Legend
Consolidated Group, Inc., in order to begin facilitating its consolidation of
medical sales organizations. However, as of the date of the filing of this
report, there were neither preliminary agreements nor understandings to acquire
any such organizations.

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.

(b) 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 specialty medical products retailing under
$10,000 in the United States, 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 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 market place. 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.

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 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.

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
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
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 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 one part-time employee. 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.

The Company's corporate headquarters is in Philadelphia, PA. Substantially all
of the Company's operating activities are conducted from 300 square feet of
office space. The Company believes that additional space will be required as
its business expands and believe that it can obtain suitable space as needed.
The Company does not own any real estate.

ITEM 3. LEGAL PROCEEDINGS.

The Company 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.


                                    PART II

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

Market Information

No public trading market presently exists or has ever existed for the
Company's common stock and the Company does not have a trading symbol. The
Company intends to solicit the interest of a securities broker dealer to submit
an application on Form 211 to the NASD OTC Bulletin Board for authorization to
enter quotations for the common stock in that quotation system. The Company
makes no assurances, however, that the NASD will approve the application or if
approved, that the Company's common stock will trade at a price indicative of
what it believes its value to be.

Stockholders

The Company has approximately 45 holders of record of its common stock.

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., Scottsdale, Arizona.

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
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

During the next twelve months, the Company intends to devote all of its time to
locating and negotiating for the acquisition of independent contract sales and
distribution organizations engaged in the sale of specialty medical products
generally costing less than $10,000. 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. These target acquisitions represent manufacturers
of specialty medical products, which have no internal sales organizations.

The Company will need approximately $200,000 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 or debentures. There can be no assurance that the Company will be
successful in raising additional financing, and, thus, be able to satisfy its
cash requirements. The Company will not be able to operate if it does not obtain
financing. The Company has no current material commitments. The Company depends
upon capital to be derived from future financing activities such as subsequent
offerings of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires.

The Company presently has $3,015 in cash with which to satisfy any future
cash requirements. 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 a plant or significant equipment 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. There can be no assurance that the Company will
be successful in raising the capital it require through the sale of its common
stock.

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.


                         INDEPENDENT AUDITOR'S REPORT


Shareholders and Board of Directors
Legend International Holdings, Inc.
2000 Hamilton St., #520
Philadelphia, PA 19130-3883

I have audited the accompanying balance sheet of Legend International Holdings,
Inc.(a development stage company) as of December 31, 2002, and the related
statements of operations, stockholders' equity, and cash flows for the period
January 5, 2001 (inception) through December 31, 2002. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted
in the United States of America. 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 by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides 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, 2002, and the results of
its operations, and its cash flows for the period January 5, 2001 (inception)
through December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company was recently formed, has incurred losses
since its inception and has not been successful in establishing profitable
operations.  These factors raise substantial doubt about the Company's ability
to continue as a going concern.  Management's plans in regard to these matters
are also discussed in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Stan J.H. Lee, CPA /s/
----------------------------------
April 7, 2003
Fort Lee, NJ




                   LEGEND INTERNATIONAL HOLDINGS, INC.,
                    FORMERLY SUNDEW INTERNATIONAL, INC.
                      (A Development Stage Company)
                              BALANCE SHEET
                            December 31, 2002


                                 ASSETS

Current assets:
  Cash in bank                                               $       3,015
                                                             -------------
        Total current assets                                 $       3,015

                                                             -------------
        Total assets                                         $       3,015
                                                             =============


                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Due to stockholder                                         $       1,571
                                                             -------------
        Total current liabilities                                    1,571
                                                             -------------

Stockholders' equity:

  Preferred stock, $.001 par value,
     20,000,000 shares authorized,
     none issued and outstanding                                        --
  Common stock, $.001 par value,
     100,000,000 shares authorized,
     7,349,000 shares issued
     and outstanding                                                 7,349
  Paid-in capital                                                  235,101
  Deficit accumulated during the
     development stage                                            (241,006)
                                                             -------------
        Total stockholders' equity                                   1,444
                                                             -------------
        Total liabilities and stockholders' equity           $       3,015
                                                             =============


  The accompanying notes are an integral part of these financial statements.




                   LEGEND INTERNATIONAL HOLDINGS, INC.,
                    FORMERLY SUNDEW INTERNATIONAL, INC.
                      (A Development Stage Company)
                         STATEMENTS OF OPERATIONS

                                                                                   Cumulative
                                                                From Inception   From Inception
                                                 For the Year    on January 5     on January 5
                                                    Ended        2001 through     2001 through
                                                 December 31,    December 31,     December 31,
                                                     2002            2001             2002
                                                 ------------    ------------     ------------
Revenue:
   Sales                                         $      3,237    $      1,638     $      4,875
   Less: returns and allowances                            --              --               --
                                                 ------------    ------------     ------------
                                                        3,237           1,638            4,875

   Cost of sales                                          689             356            1,045
                                                 ------------    ------------     ------------
        Gross profit                                    2,548           1,282            3,830

   Interest income                                         20              31               51
                                                 ------------    ------------     ------------
                                                        2,568           1,313            3,881

Expenses:
   Stock based compensation, consulting
    and organization expenses                         125,000          98,750          223,750
   General and administrative expenses                 17,722           3,415           21,137
                                                 ------------    ------------     ------------
        Total expenses                                142,722         102,165          244,887

Net (loss)                                       $   (140,154)   $   (100,852)    $   (241,006)
                                                 ============    ============     ============

Per share information: Basic and fully diluted

   Weighted average number of common shares
    outstanding                                     6,507,333       2,102,750        4,305,042
                                                 ============    ============     ============

Net (loss) per common share                      $     (0.022)   $     (0.048)    $     (0.056)
                                                 ============    ============     ============


  The accompanying notes are an integral part of these financial statements.




                   LEGEND INTERNATIONAL HOLDINGS, INC.,
                    FORMERLY SUNDEW INTERNATIONAL, INC.
                      (A Development Stage Company)
                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                         Deficit
                                                                                       Accumulated
                                  Preferred Stock        Common Stock                   During the
                               --------------------- ---------------------  Paid-in     Development
                                  Shares     Amount     Shares    Amount    Capital       Stage         Total
                               ----------- --------- ----------- --------- ----------  -----------   -----------
Shares issued to founder
  for organization cost and
  services at $0.05 per share
  at inception (January 5,
  2001)                                --        --   1,910,000     1,910     93,590            --        95,500

Issuance of shares at $0.05
  per share for services
  rendered                             --        --      65,000        65      3,185            --         3,250

Issuance of shares at $.05
  per share for cash                   --        --     274,000       274     13,426            --        13,700

Net loss for the period ended
  December 31, 2001                                                                       (100,852)     (100,852)
                               ----------- --------- ----------- --------- ----------  -----------   -----------
Balance, December 31, 2001             --        --   2,249,000     2,249    110,201      (100,852)       11,598
                               ----------- --------- ----------- --------- ----------  -----------   -----------
Issuance of shares at $.05
  per share for cash, Feb 6, 2002      --        --     100,000       100      4,900            --         5,000

Issuance of shares for
  officer's compensation,
  March 29, 2002                       --        --   5,000,000     5,000    120,000            --       125,000

Net loss for the period ended
  December 31, 2002                    --        --          --        --         --      (140,154)     (140,154)
                               ----------- --------- ----------- --------- ----------  -----------   -----------
Balance, December 31, 2002             --        --   7,349,000     7,349    235,101      (241,006)        1,444
                               =========== ========= =========== ========= ==========  ===========   ===========


  The accompanying notes are an integral part of these financial statements.




                   LEGEND INTERNATIONAL HOLDINGS, INC.,
                    FORMERLY SUNDEW INTERNATIONAL, INC.
                      (A Development Stage Company)
                         STATEMENTS OF CASH FLOWS

                                                                                     Cumulative
                                                                  From Inception   From Inception
                                                   For the Year    on January 5     on January 5
                                                      Ended        2001 through     2001 through
                                                   December 31,    December 31,     December 31,
                                                       2002            2001             2002
                                                   ------------    ------------     ------------

Cash flows provided by operating activities:
  Net loss                                         $   (140,154)   $   (100,852)    $   (241,006)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
    Stock based compensation, consulting and
     organization expenses                              125,000          98,750          223,750
    Changes in assets and liabilities:
     Accounts payable                                      (351)            351               --
     Deferred offering costs                              5,923          (5,923)              --
     Inventory                                              689            (689)              --
                                                   ------------    ------------     ------------
Net cash provided (used) by operating activities         (8,893)         (8,363)         (17,256)
                                                   ------------    ------------     ------------
Cash flows provided by investing activities                  --              --               --
                                                   ------------    ------------     ------------
Net cash provided by investing activities                    --              --               --
                                                   ------------    ------------     ------------
Cash flows provided by financing activities:
  Proceeds from issuance of common stock                  5,000          13,700           18,700
  Advances from stockholder                               1,571              --            1,571
                                                   ------------    ------------     ------------
Net cash provided by financing activities                 6,571          13,700           20,271
                                                   ------------    ------------     ------------
Net increase in cash                                     (2,322)          5,337           (3,015)

Cash at beginning of period                               5,337              --               --
                                                   ------------    ------------     ------------
Cash at end of period                              $      3,015    $      5,337     $      3,015
                                                   ============    ============     ============

Supplemental disclosures of cash flow information:

  Cash paid during the period for:
   Interest                                        $         --    $         --     $         --
   Income taxes                                    $         --    $         --     $         --


  The accompanying notes are an integral part of these financial statements.




                     LEGEND INTERNATIONAL HOLDINGS, INC.,
                      FORMERLY SUNDEW INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO AUDITED FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has generated losses since its
inception on January 5, 2001, aggregating $241,006 through December 31, 2002.
The Company has been reliant on funding from stockholders.

Accordingly, the Company's ability to continue as a going concern is dependent
upon its ability to secure an adequate amount of capital to finance its planned
principal operations and/or implement its business plan. The Company plans to
raise additional funds through equity and/or debt financing. However there is
no assurance that it will be successful in its efforts to raise capital. These
factors, among others, indicate that the Company may be unable to continue as a
going concern for a reasonable period of time. Its financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should it be unable to continue as a going concern.

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.

Development Stage Company

The Company has been in the development stage since its formation on January 5,
2001. Planned principal operations have only recently commenced since then, but
the Company has not generated any significant revenue.

Revenue Recognition

The Company uses the accrual method of accounting. Consequently, certain
revenue and related assets are recognized when earned rather than when
received, and certain expenses are recognized when the obligation is incurred
or the assets consumed, rather than when paid.

Use of Estimates

The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the balance sheet date and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Net Loss Per Share

The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"). Basic earnings (loss) per common share
("EPS") calculations are determined by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the year.
Diluted earnings (loss) per common share calculations are determined by
dividing net income (loss) by the weighted average number of common shares and
dilutive common share equivalents outstanding. Common stock equivalents were
not considered during the periods presented, as their effect would be anti
dilutive.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Segment Information

The Company follows SFAS No. 131, "Disclosure about Segments of an Enterprise
and Related Information". Certain information is disclosed, per SFAS No. 131,
based on the way management organizes financial information for making
operating decisions and assessing performance. The Company currently operates
in one business segment and will evaluate additional segment disclosure
requirements as it expands operations.

Comprehensive Income

There have been no items of comprehensive income since the Company's inception
on January 5, 2001.

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, 2001,
management does not believe there is any impairment of the carrying amounts of
assets.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2002. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and accrued expenses, and notes payable. Fair values were
assumed to approximate carrying values for these financial instruments because
they are short term in nature, their carrying amounts approximate fair values,
or they are receivable or payable on demand.

Recent Pronouncements

In July, 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 141, Business Combinations, and SFAS
142, Goodwill and Intangible Assets. SFAS 141 is effective for all business
combinations completed after June 30, 2001. SFAS 142 is effective for the year
beginning January 1, 2002; however certain provisions of that Statement apply
to goodwill and other intangible assets acquired between July 1, 2001, and the
effective date of SFAS 142. The Company does not believe the adoption of these
standards will have a material impact on the Company's financial statements.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations. This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement applies to all
entities. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and (or) the normal operation of a long-lived asset, except for certain
obligations of lessees. This Statement is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company is
evaluating the impact of the adoption of this standard and has not yet
determined the effect of adoption on its financial position and results of
operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and
supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. The provisions of the
statement are effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company is evaluating the impact of the
adoption of this standard and has not yet determined the effect of adoption on
its financial position and results of operations

Fiscal Year End

The Company's fiscal year end is December 31st.

Deferred Offering Costs

The Company defers costs associated with the raising of capital until such time
as the offering is completed, at which time the costs are charged against the
capital raised.  Should the offering be terminated, the costs are charged to
operations during the period when the offering is terminated

NOTE 2. RELATED PARTY TRANSACTIONS

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 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.

As of December 31, 2002, the Company owed the sole officer and director an
outstanding balance of $1,571 for expenses incurred on its behalf.

Note 3.  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.

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

Note 4. SHAREHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock at
$.001 par value, with such designation voting and other rights and preferences
as may be determined from time to time by the Board of Directors. As of
December 31, 2002, no preferred stock has been issued.

Common Stock and Contributed Capital

The Company is authorized to issue 100,000,000 shares of common stock at $.001
par value. As of December 31, 2002, 7,349,000 shares are issued and
outstanding.

Note 5.  COMMON STOCK OFFERING

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.


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.


                                   PART III

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

Executive Officers and Directors

The Company's director 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 employee and sole director of the Company
is as follows:

Name               Age           Positions and Offices Held
--------------     ---           -------------------------------------------
Michael C. Tay     65            President, Secretary-Treasurer and Director

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

Set forth below is the name of the director and officer 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 C. Tay. Mr. Tay has been the President, Secretary, Treasurer, and
Director of the Company since its inception on 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.

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 C. 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, IS HELD TO BE AGAINST PUBLIC POLICY
BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

ITEM 10. EXECUTIVE COMPENSATION.

The Company has made no provisions for cash compensation to its sole executive
officer and director, Michael C. Tay. Mr. Tay received 1,910,000 common shares
or restricted stock as a retainer for future services and in exchange for the
development of the Company's business plan at inception, and 5,000,000
restricted common shares for services rendered during year 2002. These
6,910,000 restricted common 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. No salaries are being paid at the present time, and will not be paid
unless and until there is available cash flow from operations to pay salaries.
There were no grants of options or SAR grants given to Mr. Tay during the
period ended December 31, 2002. The following table shows the cash and non-cash
compensation paid to Mr. Tay.

                         Annual Compensation          Long Term Compensation
                         -------------------          ----------------------
                                                        Restricted         LTIP
Name and Position        Year     Salary Bonus Other    Stock Awards  SAR payout Other
----------------------   ----     ------ ----- -----    ------------  --- ------ -----
Michael C. Tay, C.E.O.   2002      -0-    -0-   -0-      5,000,000     0     0     0
Director                 2001      -0-    -0-   -0-      1,910,000     0     0     0

Employee, Consultant and Advisor Stock Compensation Plan

On May 2002, the Company adopted a 2002 Employee, Consultant and Advisor Stock
Compensation Plan (the "Plan"). The purpose of the Plan is to advance the
interests of the Company and its stockholders by permitting the Company to
discharge, through the issuance of shares of stock, certain liabilities for
compensation due to employees, consultants, and advisors for services rendered.

The Company filed a registration statement on Form S-8 with the Securities and
Exchange Commission to register the 1,000,000 shares of its $0.001 par value
common stock underlying its 2002 Employee, Consultant and Advisor Stock
Compensation Plan. The registration statement became effective May 14, 2002. As
of the date of this report, no shares pursuant to this registration statement
are issued and outstanding.

Employment Agreements

The Company has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of its
sole executive officer and director, Mr. Tay.

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
director and executive officer as a group:

Name and Address         Title of    Amount of Beneficial     Percentage
of Beneficial Owner       Class           Ownership           of Class (1)
-------------------      --------    --------------------    -------------
Michael C. Tay (2)
2000 Hamilton St. #520
Philadelphia, PA 19130    Common          7,070,000              96.2%

All Executive Officers
and Directors as a
Group (1 Person)          Common          7,070,000              96.2%

-------------------

(1) Based on current outstanding common shares of 7,349,000.

(2) The beneficial ownership includes all shares owned by Michael C. Tay, as
    well as all shares a member of his direct family or affiliates thereof.
    Mr. Tay's shares include 6,910,000 shares held in his own name, 60,000
    shares held by his son, and 100,000 shares owned by a company controlled
    by him.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Since the Company's inception, the following transactions were entered into
with the Company's sole officer and director and a member of his immediate
family.

The Company's sole officer and director and an affiliate 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 C.
Tay, the Company's president, 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 and 5,000,000 restricted shares for
services rendered during year 2002.

It is contemplated that the Company may enter into certain transactions with
its sole officer and director, Michael C. Tay, 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, Michael C. Tay, in exchange for
corporate and securities consulting services.

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

(a) 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)
  10.1        2002 Employee, Consultant & Advisor Stock Compensation Plan (3)
  10.2        Form on Stock Payment Agreement (3)
  21.1        Subsidiaries of the Registrant (4)
  23.1        Consent of Stan J.H. Lee, CPA (1)(3)
  99.1        Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              (Chief Executive Officer and Chief Financial Officer) (4)

-----------
(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 Registration Statement
    on Form S-8, filed on May 14, 2002, File No. 333-88184.
(4) Filed herewith.


(b) Reports on Form 8-K

None

ITEM 14. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Registrant files
or submits under the Exchange Act recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC. Based upon
an evaluation of those controls and procedures performed within 90 days of the
filing date of this report, the Chief Executive and Chief Financial officer of
the Registrant concluded that the Registrant's disclosure controls and
procedures were adequate.

(b) Changes in Internal Controls

The Registrant made no significant changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date
of the evaluation of those controls by the Chief Executive and Chief Financial
officer.



                                  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.

                                        LEGEND INTERNATIONAL HOLDINGS, INC.
                                        (Registrant)


                                        By: /s/ Michael C. Tay
                                        --------------------------------------
                                        Michael C. Tay
                                        President and Principal Financial
                                        Officer

                                        Date: April 7, 2003

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.

By: /s/ Michael C. Tay
--------------------------------------
Michael C. Tay
President, Secretary, Treasurer, Principal
Financial Officer and Director

Date: April 7, 2003



EXHIBIT 99.1

                                CERTIFICATIONS

I, Michael C. Tay, the Registrant's Chief Executive Officer, certify that:

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

2. Based on my knowledge, this annual 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 annual
report;

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

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared; b) evaluated
the effectiveness of the Registrant's disclosure controls and procedures as of
a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant's internal
controls; and

6. The Registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 7, 2003

/s/ Michael C. Tay
--------------------------------------
Chief Executive Officer



I, Michael C. Tay, the Registrant's Chief Financial Officer, certify that:

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

2. Based on my knowledge, this annual 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 annual
report;

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

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared; b) evaluated
the effectiveness of the Registrant's disclosure controls and procedures as of
a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant's internal
controls; and

6. The Registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 7, 2003

/s/ Michael C. Tay
--------------------------------------
Chief Financial Officer



EXHIBIT 21.1

                      LIST OF SUBSIDIARIES OF THE COMPANY

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