ForeFront enters into Agreements to sell its golf accessories business and re-incorporates in the British Virgin Islands

ForeFront Holdings, Inc. has entered in the beginning of January into a series of agreements concerning its business of manufacturing and marketing of golf accessory products, to a ForeFront's wholly-owned subsidiary, Forefront (BVI) Ltd., newly incorporated under the law of the British Virgin Islands. The agreements will provide for the contribution of the business to the above-mentioned BVI company, and its sale, subject to shareholder approval, to Stanford Venture Capital Holdings, Inc. The purchase price for the sale of Forefront's golf accessories business to Stanford Venture will be company's cancellation of all debt owed to it by Forefront as of the closing of the transactions (about $16 mln).

By the agreement, immediately after sale of its golf accessories business Forefront will acquire the optical transceiver business and the contract rights, customer lists, intellectual property and other intangibles necessary to allow Forefront (BVI) Ltd. to continue the broadband multimedia technologies for digital home applications business of various subsidiaries of Ligent International, Inc. and Hisense, Co. Ltd., major Chinese electronics manufacturer. The company will focus on the convergence of these broadband multimedia technologies to provide expanded high definition service to the consumer at reduced costs.

ForeFront also has entered into agreement to receive equities in an amount equal to $12 million from Stanford International Bank, an affiliate of Stanford Venture Capital Holdings that currently holds approximately 80% of Forefront's outstanding common stock. In connection with these transactions, Forefront will re-domicile in the British Virgin Islands, into ForeFront (BVI) Ltd.

Upon conclusion of the above transactions, current stockholders of Forefront Holdings, excluding Stanford Venture Capital Holdings and Stanford International Bank, will hold 1.8% of the outstanding common stock of Forefront (BVI) Ltd. The transferors of the optical transceiver and broadband multimedia technologies will get 80%; Stanford will hold 18.2% of Forefront (BVI) Ltd's outstanding common stock.

BVI-controlled Dalian Chuming Precious Sheen Co., Ltd. acquired

S3 Investment Company, Inc., a holding company with two subsidiaries doing business in the China market, has announced the close of acquisition of all of the issued and outstanding capital stock of the British Virgin Islands company Precious Sheen Investments Limited, by Nevada-registered Energroup Holdings Corporation. The press release on the acquisition was issued on January 7, 2008.

The BVI company Precious Sheen Investments Limited is a parent company of PRC-based Dalian Chuming, a pork processing company with the amount of sales USD $70.4 million in 2006, and USD $89.7 million in unaudited sales in the first nine months of 2007.

Dalian Chuming Precious Sheen Co., Ltd. is a leading regional producer and distributor of fresh and prepared meat products in Northeastern China, a region with 108 mln population. It is the first company in China's meat industry to receive “Green Food” Certification from the Ministry of Agriculture of the PRC. Chuming maintains industrialized hog slaughtering, processing and distribution facilities and is known for its international quality management standards and food safety certifications.

BVI-controlled Dalian Chuming is a client of S3's 100% owned Redwood Capital subsidiary, which also provided assistance to facilitate this transaction. Redwood Capital assists private Chinese companies in accessing US capital markets by utilizing a network of investment banking relationships to achieve reverse merger transactions.

The acquisition was accomplished by means of a share exchange in which the former shareholders of Precious Sheen Investments Ltd. received a controlling stake in Energroup Holdings Corporation.

BVI-based Sherwood offers to purchase Rentech

Sherwood Investment Overseas, an investment fund registered in the British Virgin Islands, has confirmed its previously stated interest in Rentech, Inc. by offering to buy the coal-to-liquid tech company, - but for the slashed price. The BVI fund sent a letter to Rentech informing about his wish to buy the company for $372.3 million, that is $2.28 per share.

According to the BVI investment fund, it already owns 5.3 million Rentech shares, or 3.2% of outstanding shares. Sherwood Investment Overseas Fund manages the money of an anonymous European family. The Los-Angeles company Rentech develops coal-to-liquid technology which turns coal into liquid fuel – a way to reduce dependency on foreign oil.

Previously Sherwood mentioned a higher offer that did not result in a deal. In November, the fund sent a letter to Rentech in which it said it "would be willing to put together a proposal at $2.70 per share to take the company private." Julian M. Benscher, the authorized signatory of Sherwood, told Forbes.com that the fund lowered its offer to reflect write-offs announced in the Rentech's quarterly earnings report. He also said that the BVI fund would finance a Rentech acquisition through a combination of its funds and other financing.

On Tuesday, Rentech closed with a market capitalization of $297.1 million. The question is whether Sherwood would be able to raise additional capital to fund Rentech's future projects, which estimate more than a billion dollars each.

The BVI fund Sherwood Investments Overseas is also trying to purchase Trans World Entertainment; in November the company announced a $7-per-share offer.

BVI-controlled Rise & Grow Limited merges with Dexterity Surgical, Inc.

Dexterity Surgical, Inc. has announced the completion of a reverse merger with Hong Kong holding company Rise & Grow Limited, which is controlled by the British Virgin Islands company Newise Century Inc. To finilize the transaction, 26,400,000 common shares newly issued by Dexterity Surgical, Inc. (that is 66% of Dexterity Surgical’s 40,000,000 issued and outstanding shares) were issued to the BVI company, which is the sole shareholder of Rise & Grow.

Rise & Grow’ sole operating entity is Zhi Bao Da Tong (Beijing) Technology Co. Ltd. – a company formed under the law of the People’s Republic of China as a wholly foreign-owned enterprise doing business on the Chinese territory. After the transaction is closed, the operations of the Chinese company will become the only operations of Dexterity Surgical, Inc.

Mercury Group acquires substantial stake in BVI-controlled retailer Dixy Group

Russia's Mercury Group announced that it has reached an agreement to acquire a stake of 50.96% in Open Joint Stock Company Dixy Group for an undisclosed amount. Both parties said the transaction is expected to close before February 1, 2008, and is still waiting approval from Russian regulators.

Mercury Group will make the acquisition by purchasing 100% of Dixy Retail Ltd, registered in the British Virgin Islands, which holds a 50.96% stake in the Dixy Group, via another holding company.

The BVI-controlled Dixy Group raised US$360 million through an initial public offering on Moscow's RTS and MICEX exchanges. At the current moment, about 48% of its shares are in free float. Currently, company's market capitalization is US$870 million, showing that the market value of the stake which Mercury Group is acquiring is worth approximately US$443 million.

Dixy is one of Russia's largest retailers, with 372 outlets, including 8 hypermarkets. Company's 2006 year sales totaled US$1.01 billion, in the first nine months of the year turnover reached US$990 million.

Mercury Group is a major Russian holding company with annual revenues of more than US$8 billion, having control over various assets including the Megapolis trading company, Orton Oil and the Moscow Wine and Brandy Distillery KiN.

BVI-registered company, together with other 2 parties, emerged as the holder of 24.33% in Mutiara Goodyear

Weida (M) Bhd, Laman Arif Sdn Bhd and the British Virgin Islands registered Dickenscott Investment Ltd have become the holders of the substantial part of Mutiara Goodyear Development, - with a total 24.33% stake comprising 56.18 mln shares in Malaysian property developer. A week ago, Weida acquired 13 mln of Mutiara shares, or 5.63%; BVI-domiciled Dickenscott Investment Ltd purchased 23.18 mln shares, or 10.04%, and Laman Arif Sdn Bhd bought 20 mln shares, or 8.66% of the whole amount.

Mutiara is the owner of 735.6 acres of land in Seberang Prai Selatan valued at about RM240.8 million, about 95 acres in Gombak with a net value of close to RM100 million, and an office building in Petaling Jaya, Selangor, with a net value of RM32 million.

According to the fiscal results published by the end of July 2007, the company had about RM35 million in cash; it also had about RM124.8 million in long-term borrowings, and about RM97.2 million in current liabilities.

Laguna Research Partners Releases Analysis of Merger btw BVI-based PMI and Tank Sports

In the end of November, business intelligence and research firm Laguna Research Partners LLC has released a Research Report providing analysis of the recently completed merger between Tank Sports and People's Motor International LTD (PMI), a British Virgin Islands company with manufacturing operations in Pudong, Shanghai.

BVI-registered People Motor International (PMI) – its primary name is Dazon - is one of leading buggy and go-kart developers and manufacturers. It has a special focus on motorsports vehicles approved by the European Economic Community and the US Environmental Protection Agency. For the first 8 months of 2007, the BVI company generated $4.45 million in sales, and Tank Sports expects cost saving are likely to be realized as a result of this merger.

Tank Sports is one of the leading companies that develops, engineers, and markets high performance on-road motorcycles and off-road all-terrain vehicles, through OEMs in China, and utilizes the so-called “China Concept” to participate in the $31.5 billion annually motorcycle/ATV market.

The Laguna Research Partners analysis of the planned BVI company's merger with Tank Sports states that “In the opinion of Laguna Research Partners, Tank's January 2007 acquisition of RedCat Motors, February 2007 financing of $1.1 million, and operating expense reductions, provide the foundation for improved operating results over the next several years. The company's acquisition of PMI, in our opinion, provides even greater certainty regarding Tank's ability to achieve our projected revenue and profit figures."

BVI-registered Kenton Assets Limited acquired by subsidiary of Fraser and Neave Limited

Fraser and Neave Limited Group has announced that its subsidiary Asia Pacific Investment Pte Ltd acquired the entire issued share capital of British Virgin Islands-registered Kenton Assets Limited, for the purpose of investment holding. The company was purchased for US$1, which is the paid-up capital of the BVI company.

It is reported that none of the directors or controlling shareholders of Fraser and Neave, Ltd. has any interest, either direct or indirect, in the acquisition. Also, the acquisition is not expected to have a material effect on the net tangible assets per share or earnings per share of the Group for the current financial year.

Cumbre Ventures Inc acquires the sole owner of BVI-registered Atlas Moly Investments Corporation

Yesterday the TSX Venture Exchange has accepted Qualifying Transaction of Cumbre Venture Inc., described in its management proxy and information circular dated August 21, 2007. Company's trading symbol will change from CUB.P to AMR, and the company will no longer be
considered a Capital Pool Company, effective from the opening on November 23, 2007.

The Qualifying Transaction includes the following issues:

1) Acquisition of all of the issued and outstanding shares of Atlas Minerals Inc. The TSX Venture Exchange has accepted for filing an Amalgamation Agreement dated September 20, 2007, between Cumbre Venture Inc. and Atlas Minerals Inc., pursuant to which the Cumbre Venture amalgamated with Atlas and acquired all of the issued and outstanding shares of Atlas.

Atlas Minerals Incorporated is the whole owner of the issued and outstanding shares of Atlas Moly Investments Corp., a corporation incorporated pursuant to the laws of the British Virgin Islands. The main mining project of the BVI company is the Tres-Chorreras Project located in the south-western part of Equador. The Tres-Chorreras Project is a copper and polymetallic property, consisting of one registered mining concession and 17 requested mining concession applications comprising a total area of 43,860 hectares.

Pursuant to the terms of the Amalgamation Agreement, each Atlas shareholder will receive one common share of the company for each Atlas share held. Based on the aggregate number of Atlas issued and outstanding shares, Cumbre Venture issued 20,787,613 shares to Atlas shareholders with a deemed value of $0.80 per share.

The above transaction was completed by November 9, 2007.

2) In conjunction with the completion of the Qualifying Transaction and pursuant to a private transaction, 900,000 shares of Cumbre Venture held under the CPC Escrow Agreement, dated December 28, 2006, were transferred within escrow.

3) Name change. Pursuant to a resolution passed by the shareholders of the company on September 19, 2007, Cumbre Venture has changed its name to “Atlas Minerals Inc.” There was no consolidation of capital.

Effective at the opening of trading on November 23, 2007, the common shares of Atlas Minerals Inc. will commence trading on the TSX Venture Exchange, and the common shares of Cumbre Ventures Inc. will be delisted. The company is classified as a 'Mineral Exploration and Development' company.

Metorex Ltd makes offer to minority shareholders of BVI-registered Copper Resources Corporation

Metorex Ltd, a South African company focused on diversified mining, released a proposed mandatory offer to the minority shareholders of Copper Resources Corporation - a company registered in the British Virgin Islands.

The document included an offer to purchase all remaining shares of Copper Resources Corporation (CRC); also, Metorex offered 73 of its shares for every 100 CRC shares with cash alternative. In case the CRC shareholders would choose the cash, the cash offer would be 125,1p in cash, for each CRC share. Based on the closing price of 204p a share on November 2, this offer valued each CRC share at 149p, and CRC's existing issued share capital at about £120.7 million. Currently, Metorex share price values each CRC share at £1.49.

On September 18, 2007, Metorex's acquisition of the Forrest Group's shareholding in the CRC became unconditional. In connection to this, South African company's CEO Charles Needham said that their offer to CRC's shareholders would be on the same terms as their acquisition of Forrest's 39% interest , - providing them with an exposure to Metorex's established projects in the Democratic Republic of Congo and a diversified mineral portfolio. He also noted that CRC would add significantly to Metorex's copper output, as part of company's ongoing development strategy. The term of the formal offer will be 15 November 2007, or such later date as may be decided by Metorex.

BVI-registered Copper Resources Corporation is the holding company of a group of mineral exploration and development companies working mainly in the Democratic Republic of Kongo (DRC).

BVI company buys a substantial stake in Golden Plus

China Investment Capital Limited, a company registered in the British Virgin Islands, purchased a 5.45% stake comprising of eight million shares in Golden Plus Holdings Bhd. As a result of the deal that took place on November 11 China Investment has become a substantial shareholder of this property company.

Golden Plus Holdings is involved in quarries and supplies premix; company's subsidiaries are focused on property development, water theme park and restaurant.

Along with the BVI company, the major shareholders of Golden Plus are Strategik Bakti Sdn Bhd with 18.16% stake or 26.66 million shares, and BHLB Trustee Bhd holding 8.45%, or 12.4 million shares.

AAAC and Tongxin Enterprise Co. merging into a new BVI company Tongxin International, Ltd.

Asia Automotive Acquisition Corporation (AAAC) has reported the unaudited financials for its merger partner Hunan Tongxin Enterprise Co., Ltd., for the three and nine month periods ended September 30, 2007.

AAAC is a blank check company incorporated in June 20, 2005, for the purpose of effecting a merger, capital stock exchange, or other business combination with one or more operating business within the global automotive component industry that have their primary operating facilities located in China, India, or the Association of South Eastern Nations. On July 25, 2007, AAAC announced that it signed an Equity Acquisition Agreement with Tongxin Enterprise Co., Ltd. Pursuant to this agreement, AAC and Tongxin will merge into a new British Virgin Islands-domiciled company, Tongxin International, Ltd.

Tongxin Enterprise was established under in 1984 under Chinese corporate law. On November 2, 2000, Tongxin was converted into a stock holding company, and currently it is the largest private Chinese independent supplier of Engineered Vehicle Body Structures.

For the third quarter ended September 30, 2007, the reported revenue of Tongxin was approximately $21.8 million, - a 43% increase from $15.2 million for the same period in the previous year. Operating income made approximately $4.1 million, an increase of 41% from $2.9 million for the same period last year. Net income totaled approximately $2.5 million, that is 39% increase from $1.8 million for the same period in the prior year.

For the nine month period ended September 30, 2007, Tongxin had net income of $7.75 million, - a 102% increase from $3.83 million for the same period of the year 2006. Company's net income for the current period excludes one time costs of $230,000 for legal, accounting and audit fees associated with the proposed transaction with AAAC. Earnings before Interest and Tax payment made $14.6 million, or 23.2% of net revenues.

Chinese machine manufacturer takes over Zhafir Plastics Machinery through its BVI-based subsidiary

Haitian International Holdings Ltd., the Cayman Islands-based holding company behind the world's most prolific injection molding machine manufacturer Haitian (China), has acquired a 91% in Zhafir Plastics Machinery GmbH (Ebermannsdorf, Germany). The official buyer of Zhafir is Sunnew Investments Ltd., a 100% subsidiary of Haitian registered in the British Virgin Islands.

According to Haitian, the acquisition will give the Chinese company better access to German technologies, as Zhafir has started assembly of high-end, all-electric injection molding machinery. The firm will exibit it at the K Show in October.

Haitian is paying for the Zhafir purchase with the help of a €6,57 million loan from Zhang Jianming – one of two executive directors and founders of the Chinese company.

Jaguar Acquisition Corp. Announces Agreement and Plan of Merger with BVI-based China Cablecom Ltd.

In the end of October, a special purpose acquisition company Jaguar Acquisition Corporation announced that it has signed an agreement and plan of merger to acquire all of the issued and outstanding shares of China Cablecom Ltd.

China Cablecom Ltd. is the British Virgin Islands company, an emerging consolidated cable network operator and acquirer in the highly-populated Shandong province in the People's Republic of China. By terms of the transaction, immediately prior to its transaction with China Cablecom, Jaguar will redomesticate to the British Virgin Islands by means of merging with a wholly-owned subsidiary.

The BVI-registered China Cablecom is entitled to a 60% economic interest of Binzhou Broadcast and Television Information Network Co., Ltd., an operating cable TV joint venture with a local state-owned enterprise. China Cablecom consolidates 60% of the financial results of operations and cash flows of Binzhou Broadcasting, pursuant to applicable principles of US Generally Accepted Accounting Principles.

In 2006, the businesses acquired by Binzhou Broadcasting, which is located in the Shandong province in north-east China, generated approximately $8.3 million in revenues. Based on China Cablecom's 60% consolidation of Binzhou Broadcasting, this would have resulted in $3.3 million in earnings, and $1.7 million in net income. For 2007, Binzhou Broadcasting projects growth of revenues of approximately 10%.