Directors Report for presentation to a Meeting of Creditors of Ghana Travel Ltd convened pursuant to Section 98 of the Insolvency Act 1986 and to be held at Tankersley Manor, Church Lane, Tankersley on Thursday 7th April at 11.00am

1. Statutory Information

1.1 The company was incorporated on 11th April 2000 under registration number 03969661.

1.2 The registered offices until recently 1-3 Eastgate, Barnsley and is now situated at 12 Victoria Road, Barnsley, S70 2BB

1.3 The nominal share capital of the company is 49,002 ordinary shares at ?1 each.

1.4 The Directors of the company are Regina Ajegweh Trepczyk

1.5 The Company Secretary is Mr Michael Anthony Trepczyk

Company Background

Ghana Travel Ltd commenced trading in April 2000 as a travel agency specialising in holidays to Ghana in West Africa. Because of poor trading the following year the business was effectively suspended. At the end of 2003 an injection of new funding was made that allowed Ghana Travel to apply for and receive an ATOL licence to operate package holidays in Ghana. Permits where also received from the Ghanaian government to operate package tours into the country.

2004 Operations

Ghana Travel started operating as a package tour operator from May 2004 with an ATOL license to operate charter flights from Gatwick in the UK to Accra in Ghana. A sister business GH Travel Ltd provided an office in Accra as a base of operations out of Ghana. This office also acted as local a sales point for Ghana recounting ticket sales back to the UK resulting in a positive cash inflow to fund the continuing business expansion.

The controlled expansion during the summer of 2004 was impacted by the failure of Ghana Airways resulting in an exponential demand for flights. In response the directors injected additional funding into the business from the sister company in Ghana to apply for an extension to the ATOL license resulting in a regular twice-weekly charter flight service.

Due to the failure of the Ghanaian national carrier then flights became filled with ?flight only? customers with minimal ?package holiday? business. The result was much higher volumes but at much lower margins, increasing risks. Un-audited accounts for the year ended 30th November 2004 show that turnover increased to approx ?2.0m from sales in 2003 of just ?60k. Cause of Operational And Financial Problems

With surplus cash in the UK accounts and in Ghana at the year ended 30th November 2004 plans were put in place for the Christmas period to provide additional flights and capacity to meet anticipated demand. As a consequence of the operational problems operational problems resulting from the Flyjet failure to meet their contractual obligations financial difficulties resulted as a consequence of:

? The inability of Flyjet to meet their contractual obligations to carry 233 passengers plus luggage due to their inaccurate calculations to determine maximum passenger numbers.

? A reduction in maximum passenger numbers per flight from the originally contracted 233 to what was supposed to be an achievable number of 210 in November 2004, which was too short notice (90 day lead time required) to amend Christmas bookings

? A loss of income of 23 Pax per flight across 35 flights equating to approximately

? Continued problems with weight restrictions post the new November agreement, increased costs of compensation paid by Ghana Travel Ltd for lost and delayed luggage due to

? Increased costs for compensation paid by Ghana Travel Ltd due to unannounced Flight delays and cancellations by Flyjet

? With the onset of the winter season and drop in sales prices the consequential low margin/loss making flights drained the balance of funds in the UK.

? Although the majority of cash inflows from the UK were used to cover flight cost, this was insufficient to prevent a continued build-up of creditors the major one being Flyjet

Attempts to Resolve the Operational and Financial Problems

1. Operational Review & Appointment of Advisors? January to February 25th Regina Trepczyk went out to Ghana to take personal charge of establishing the basis of the operational problems happening in Ghana and at the same time had employed the services of professional advisors in the UK to review her financial and legal position with Flyjet.

2. Personal Guarantee ? Friday 25th February

Under the threat of flights being cancelled, Flyjet forced the director Regina Trepczyk into signing a personal guarantee to under-write their then claim of debt (approx ?450k) in order for her to fly back to the UK at the request of her professional advisors.

3. Heads Of Agreement ? Monday 28th February to Friday 4th March

Having taken legal and professional advice it was agreed the way forward was to come to a confidential agreement with Flyjet on the basis to continue operations into the summer season that would enable all debts to be repaid.

After four days of balanced negotiation, under the threat of flights being cancelled, Flyjet insisted that they be given financial controls over both the UK company Ghana Travel Ltd and the Ghanaian company GH Travels Ltd. Against legal advice the Ghana Travel directors signed this agreement as an act of good faith in order to maintain passenger confidence.

4. Search For Investor Funding and Flyjet Cancellation of Flights - Monday 7th to Friday 11th

Flyjet introduced an agent that was supposed to be acting on behalf Investors in international aviation. The Flyjet agent inspected the business and Ghana Travels financial position. The conclusion was that an injection of approx ?800k was required to stabilise the business and allow for profitable trading to repay the loan over 3 years.

On the Friday 11th March after talks with Flyjet and prior to leaving, the agent informed Ghana Travel that no further action would be taken until an investor?s decision had been made and that all flight operations would continue as normal for at least the following 4 days.

At that time the Flyjet plane that would have been used for that evenings flight had been on the ground in Canada and would have not been able to travel back to the UK to service that evenings flight despite the assurances from the agent acting on Flyjets behalf.

At 4:40pm that day hand delivered letters from solicitors demanded signature of debentures and powers of attorney over both company?s Ghana Travel Ltd and GH Travel Ltd Flyjet had been informed this was against strict advice from solicitors not to sign, this legal advice based upon issues surrounding Flyjet?s own financial position. When signature of the documents was refused Flyjet pulled all flights.

5. Use of Other Flight Providers to Clear Customers ? Monday 7th to Tuesday 15TH March

Under the heads of agreement there was a restriction imposed on using any new charter carriers, with the exception of the contract that had already been signed with Astraeus. They offered to bring forward the planned launch of their service and fill the gap left by Flyjet. Their first flight operated successfully and was praised by customers in respect of additional legroom and quality of service.

As the Astraeus flights carried fewer passengers all attempts where made to clear additional passengers through other charter carriers and scheduled airlines. However, due to the bad publicity put out by Flyjet even when offered payment up-front carriers refused to release capacity resulting in a backlog of customers and the very high costs of compensation and accommodation (over ?400,000) that had to be paid by Ghana travel Ltd.

6. Calling in the ATOL Bond ? Tuesday 15th March

Given the loss of funds through compensation the only route left to safeguard customers was to call in the ATOL bond to repatriate and repay passengers.

7. Liquidation of The Company - Wednesday 16th March

On the morning of the 16th March, liquidators acting under instruction from Flyjet insisted that Ghana Travel either enter voluntary liquidation or be forced into compulsory liquidation through a court application that day.

8. Contract Issues and Loss Claims

Flyjet knew of the contract issues and the disputes regards the operations and the quality of service. They had also been kept informed regards the new contract using the new carrier (Astraeus) and the plans for operating flights from both companies and that Ghana Travel had made contact with financial and legal advisors.

Instead of following standard business practice Flyjet used their dominant position to force Ghana Travel into liquidation without giving it the opportunity to seek redress for the losses suffered by Ghana Travel Ltd due to the breach of contract by Flyjet.