EXHIBIT 15.2

                             Financial Statements of

                          Bulakashu Mining Company Ltd.

                                 for the period

                          June 9, 2004 to May 31, 2005




<PAGE>


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



                          BULAKASHU MINING COMPANY LTD.

                              FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005

          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)

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






                                      -1-
<PAGE>


DAVIDSON & COMPANY LLP               A Partnership of Incorporated Professionals
                      ----Chartered Accountants---------------------------------


                          INDEPENDENT AUDITORS' REPORT


To the Member of
Bulakashu Mining Company Ltd.

We have audited the balance sheet of Bulakashu Mining Company Ltd. as at May 31,
2005 and the statements of operations and deficit and cash flows for period from
formation on June 9, 2004 to May 31, 2005.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian  generally  accepted auditing
standards  and with the  standards of the Public  Company  Accounting  Oversight
Board (United States). Those standards require that we plan and perform an audit
to obtain  reasonable  assurance  whether the financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position  of the  Company as at May 31,  2005 and the
results of its  operations  and cash flows for period from  formation on June 9,
2004 to May 31, 2005 in accordance with Canadian generally  accepted  accounting
principles.


                                                  /s/ DAVIDSON & COMPANY LLP

Vancouver, Canada                                     Chartered Accountants

October 21, 2005


                COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -
                            U.S. REPORTING DIFFERENCE

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to the financial  statements.  Our report to the member dated October 21,
2005 is expressed in accordance with Canadian  reporting  standards which do not
permit a reference to such events and  conditions in the  auditors'  report when
these are adequately disclosed in the financial statements.



                                                  /s/ DAVIDSON & COMPANY LLP

Vancouver, Canada                                     Chartered Accountants

October 21, 2005

                          A Member of SC INTERNATIONAL

                  1200 - 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                   Telephone (604) 687-0947 Fax (604) 687-6172





                                      -2-
<PAGE>


                          BULAKASHU MINING COMPANY LTD.
                                  BALANCE SHEET
                               AS AT MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)




                                                                         $
                                   A S S E T S

CURRENT ASSETS

Cash                                                                     18,636
Amounts receivable                                                          232
Prepaids                                                                  1,199
                                                                   ------------
                                                                         20,067

EQUIPMENT (Note 3)                                                        6,802

UNPROVEN MINERAL INTERESTS (Note 4)                                      80,392
                                                                   ------------
                                                                        107,261
                                                                   ============

                              L I A B I L I T I E S

CURRENT LIABILITIES

Accounts payable and accrued liabilities                                 10,678

ADVANCES (Note 5)                                                       117,900
                                                                   ------------
                                                                        128,578
                                                                   ------------

                       M E M B E R ' S D E F I C I E N C Y

MEMBER'S INTEREST                                                            23

DEFICIT                                                                 (21,340)
                                                                   ------------
                                                                        (21,317)
                                                                   ------------
                                                                        107,261
                                                                   ============

NATURE AND CONTINUANCE OF OPERATIONS (Note 1)






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


                                      -3-
<PAGE>


                          BULAKASHU MINING COMPANY LTD.
                       STATEMENT OF OPERATIONS AND DEFICIT
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



                                                                         $
EXPENSES

Amortization                                                                821
Office and miscellaneous                                                 11,445
Professional fees                                                         9,992
                                                                   ------------
                                                                         22,258
                                                                   ------------
LOSS BEFORE OTHER ITEMS                                                 (22,258)
                                                                   ------------
OTHER ITEMS

Foreign exchange loss                                                      (399)
Gain on sale of equipment                                                 1,317
                                                                   ------------
                                                                            918
                                                                   ------------
LOSS FOR THE PERIOD                                                     (21,340)

DEFICIT - BEGINNING OF PERIOD                                                 -
                                                                   ------------
DEFICIT - END OF PERIOD                                                 (21,340)
                                                                   ============






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

                                      -4-
<PAGE>


                          BULAKASHU MINING COMPANY LTD.
                             STATEMENT OF CASH FLOW
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)





                                                                       $
CASH FLOWS PROVIDED FROM (USED FOR)

OPERATING ACTIVITIES

Loss for the period                                                     (21,340)
Adjustments for items not involving cash
         Amortization                                                       821
         Gain on sale of equipment                                       (1,317)
                                                                   ------------
                                                                        (21,836)
Increase in amounts receivable                                            (232)
Increase in prepaids                                                     (1,199)
Increase in accounts payable and accrued liabilities                     10,678
                                                                   ------------
                                                                        (12,589)
                                                                   ------------
INVESTING ACTIVITIES

Unproven mineral interests                                              (80,392)
Purchase of equipment                                                   (15,231)
Proceeds on sale of equipment                                             8,925
                                                                   ------------
                                                                        (86,698)
                                                                   ------------
FINANCING ACTIVITIES

Member's interest                                                            23
Advances                                                                117,900
                                                                   ------------
                                                                        117,923
                                                                   ------------
INCREASE IN CASH DURING THE PERIOD                                       18,636

CASH - BEGINNING OF PERIOD                                                    -
                                                                   ------------
CASH - END OF PERIOD                                                     18,636
                                                                   ============



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


                                      -5-
<PAGE>



                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



1.       NATURE AND CONTINUANCE OF OPERATIONS

         Bulakashu  Mining Company Ltd. (the "Company") is an exploration  stage
         company  formed under the laws of the Kyrgyz  Republic on June 9, 2004.
         The sole member of the Company is Marsa Gold Corp.  ("Marsa") which has
         a 100% participating interest.

         The  Company  is in the  process  of  exploring  its  unproven  mineral
         interests  and has not yet  determined  whether  the  unproven  mineral
         interests contain ore reserves that are economically  recoverable.  The
         recoverability  of the amounts shown for unproven mineral interests and
         related deferred  exploration costs are dependent upon the existence of
         economically recoverable reserves, the ability of the Company to obtain
         necessary  financing to complete the  development of those reserves and
         upon future profitable production.

         These financial  statements have been prepared on a going concern basis
         which  assumes  that the Company will be able to realize its assets and
         discharge  its  liabilities  in the normal  course of business  for the
         foreseeable  future.  The  continuing  operations  of the  Company  are
         dependent upon its ability to continue to raise adequate  financing and
         to commence profitable operations in the future.

         As at May 31, 2005,  the Company had working  capital of $9,389.  These
         financial  statements  have been prepared in  accordance  with Canadian
         generally accepted accounting  principles  ("Canadian GAAP") applicable
         to a going  concern  which  assumes  that the Company  will realize its
         assets and discharge its  liabilities in the normal course of business.
         Realization  values may be  substantially  different  from the carrying
         values shown in the financial  statements  should the Company be unable
         to  continue as a going  concern.  The ability of the Company to settle
         its  liabilities  as they come due and to fund  ongoing  operations  is
         dependent  upon the  ability  of the  Company  to  continue  to receive
         advances for financial support and, or obtain  additional  funding from
         equity financing.  Failure to continue as a going concern would require
         restatement  of assets and  liabilities on a liquidation  basis,  which
         could differ materially from the going concern basis. See also Note 4.


2.       SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         These  financial  statements  have been  prepared  in  accordance  with
         Canadian GAAP. The significant differences between these principles and
         those that would be applied  under  United  States  generally  accepted
         accounting principles ("US GAAP") are disclosed in Note 9.

         These financial statements have, in management's opinion, been properly
         prepared  within  reasonable  limits  of  materiality  and  within  the
         framework of the significant accounting policies summarized below.

         ESTIMATES

         The  preparation  of financial  statements in accordance  with Canadian
         GAAP 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  date  of  the  financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Actual results could differ from those estimates.





                                      -6-
<PAGE>



                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         EQUIPMENT

         Equipment   is   recorded  at  cost  less   accumulated   amortization.
         Amortization is recorded on a declining  balance basis at the following
         annual rates:

                           Field equipment           30%
                           Computer equipment        30%

         FOREIGN CURRENCY TRANSLATION

         The monetary assets and liabilities of the Company that are denominated
         in foreign  currencies are translated into U.S.  dollars at the rate of
         exchange  at  the  balance  sheet  date  and  non-monetary   items  are
         translated at historical rates. Revenues and expenses are translated at
         rates  approximating  those in effect at the time of the  transactions.
         Exchange gains and losses  arising on  translation  are included in the
         statement of operations.

         UNPROVEN MINERAL INTERESTS

         All costs related to the  acquisition,  exploration  and development of
         unproven mineral interests are capitalized by property. If economically
         recoverable  ore  reserves  are  developed,  capitalized  costs  of the
         related  interest are reclassified as mining assets and amortized using
         the unit of production  method.  When an unproven  mineral  interest is
         abandoned,  all related costs are written off to operations.  If, after
         management  review,  it is  determined  that the  carrying  amount of a
         mineral  interest is  impaired,  that  interest is written  down to its
         estimated  net  realizable  value.  A mineral  interest is reviewed for
         impairment  whenever events or changes in circumstances  indicated that
         its carrying amount may not be recoverable.

         The amounts shown for mineral  interests do not  necessarily  represent
         present or future values.  Their  recoverability  is dependent upon the
         discovery  of  economically  recoverable  reserves,  the ability of the
         Company to obtain the necessary  financing to complete the development,
         and future  profitable  production  or  proceeds  from the  disposition
         thereof.

         ASSET RETIREMENT OBLIGATIONS

         An asset retirement  obligation is a legal  obligation  associated with
         the  retirement  of  tangible  long-lived  assets  that the  Company is
         required  to  settle.  The  Company  recognizes  the  fair  value  of a
         liability for an asset retirement obligation in the year in which it is
         incurred  when a  reasonable  estimate  of fair value can be made.  The
         carrying  amount of the related  long-lived  asset is  increased by the
         same amount as the liability.

         INCOME TAXES

         Income taxes are recorded using the asset and liability  method whereby
         future tax assets and  liabilities  are  recognized  for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases.  Future tax assets and  liabilities  are measured
         using the enacted or substantively  enacted tax rates expected to apply
         when the asset is  realized  or the  liability  settled.  The effect on
         future  tax  assets  and  liabilities  of a  change  in  tax  rates  is
         recognized  in income  in the  period  that  substantive  enactment  or
         enactment  occurs.  To the extent that the Company does not consider it
         more  likely  than not that a future  tax asset will be  recovered,  it
         provides a valuation allowance against the excess.



                                      -7-
<PAGE>



                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



3.       EQUIPMENT

                                                   ACCUMULATED
                                     COSTS        AMORTIZATION          NET
                                       $                $                $

         Computer equipment             2,879              172            2,707
         Field equipment                4,369              274            4,095
                                 ------------     ------------     ------------
                                        7,248              446            6,802
                                 ============     ============     ============


4.       UNPROVEN MINERAL INTERESTS


                                                                           $
         Balance, beginning of period                                         -
         Exploration Costs
              Drilling                                                   45,552
              Field work and related                                      6,045
              Geological                                                  6,879
              Laboratory and sampling                                     6,889
              Mapping                                                    15,027
                                                                   ------------
         Balance, end of period                                          80,392
                                                                   ============

         (a)      Title to Mineral Interests

                  Title to mineral interests involves certain inherent risks due
                  to the  difficulties  of  determining  the validity of certain
                  claims as well as the potential for problems  arising from the
                  frequently ambiguous  conveyancing  history  characteristic of
                  many mineral properties. The Company has investigated title to
                  all  of  its  mineral  interests  and,  to  the  best  of  its
                  knowledge, title to all of its interests are in good standing.

         (b)      Bulakashu Gold Property

                  The Company holds an exploration  license granting the Company
                  the right for geological  research of basic and placer gold in
                  the  Bulakashu  area of the Kyrgyz  Republic.  The  license is
                  effective  until  December 31, 2005 and can be extended for up
                  to ten years.





                                      -8-
<PAGE>



                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



5.       ADVANCES

         By agreement  dated  September  24, 2004 and  amended,  the Company and
         Marsa entered into a letter agreement with 0724000 B.C. Ltd.  (FORMERLY
         CENTRASIA  MINING  CORP.)  ("724 BC")  whereby  724 BC was  granted the
         option to acquire a 100% interest in the Company from Marsa (the "Marsa
         Option").

         In order to exercise  the Marsa  Option in full,  724 BC must make cash
         payments  totalling $120,000 and issue 1,025,000 common shares to Marsa
         as well  as  provide  advances  to the  Company  or  incur  exploration
         expenditures   on  the  Bulakashu  Gold  Property   (collectively   the
         "Commitments") of $2,200,000 and CDN $200,000, as follows:
<TABLE>
<CAPTION>

                                     CASH             SHARE
         DATE                      PAYMENTS         ISSUANCES               COMMITMENTS
                                                                   -----------------------------
                                       $                                 $              CDN $
<S>                             <C>              <C>              <C>              <C>

         Signing of agreements              -                -          110,000                -
         January 2, 2005               40,000                -                -                -
         September 1, 2005             40,000                -                -                -
         Closing of Acquisition             -          200,000                -                -
         December 31, 2005                  -                -                -          200,000
         January 2, 2006               40,000          200,000                -                -
         December 31, 2006                  -                -          690,000                -
         January 2, 2007                    -          250,000                -                -
         December 31, 2007                  -                -          650,000                -
         January 2, 2008                    -          375,000                -                -
         December 31, 2008                  -                -          750,000                -
                                 ------------     ------------     ------------     ------------
                                      120,000        1,025,000        2,200,000          200,000
                                 ============     ============     ============     ============
</TABLE>

         The agreement  provides for staged  conversions of advances made by 724
         BC to the Company into a  participating  interest in the Company at the
         end of each calendar  year,  beginning  December 31, 2005. In the event
         724 BC fails to meet  any of its  commitments  or  commits  a  material
         breach  of the  agreement,  Marsa has the  right to  require  724 BC to
         return any  participating  interest of the Company received and forgive
         the Commitments.

         On March 17, 2005,  724 BC and its  shareholders  entered into a letter
         agreement  with Centrasia  Mining Corp.  (FORMERLY  BARADERO  RESOURCES
         LIMITED)  ("Centrasia"),  a public company trading on the facilities of
         the TSX  Venture  Exchange  and the  Over-the-Counter  Bulletin  Board,
         pursuant to which  Centrasia  agreed to purchase  all of the issued and
         outstanding  common  shares of 724 BC in exchange for common  shares of
         Centrasia on a one-for-one basis (the "Acquisition").  The terms of the
         letter  agreement were finalized by a share  purchase  agreement  dated
         July 25, 2005, and closing of the Acquisition occurred on September 14,
         2005. On completion of the Acquisition, Centrasia also agreed to assume
         the common share issuance obligations of 724 BC.

         As at May 31, 2005,  the Company has received  $110,000 and CDN $10,000
         from 724 BC and Marsa has received $40,000. Subsequent to May 31, 2005,
         724 BC  advanced a further  $110,000  and CDN $4,500 to the Company and
         made an additional $40,000 cash payment to Marsa. Centrasia also issued
         200,000 common shares of its capital stock to Marsa.




                                      -9-
<PAGE>




                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



6.       RELATED PARTY TRANSACTIONS

         During the period June 9, 2004 to May 31, 2005, the Company paid $3,411
         to the  Managing  Director  of the Company  for  professional  services
         rendered.


7.       INCOME TAXES

         A reconciliation of income taxes at statutory rates is as follows:

                                                                         $

         Loss before income taxes                                       (21,340)
                                                                   ============

         Expected income tax recovery                                     4,260
         Unrecognized benefit of non-capital loss carryforwards          (4,260)
                                                                   ------------
         Income tax recovery                                                  -
                                                                   ============

         The significant  components of the Company's future income taxes assets
         are as follows:

                                                                         $
         Future income tax assets:
              Non-capital loss carryforwards                              4,260
         Valuation allowance                                             (4,260)
                                                                   ------------
         Future income tax assets                                             -
                                                                   ============

         As at May 31, 2005, the Company has operating  losses of  approximately
         $21,340 for Kyrgyz  income tax purposes  which are  available to reduce
         taxable  income of future years.  These losses  expire in 2009.  Future
         income tax  benefits  which may arise as a result of these  losses have
         not been recognized in these financial  statements as their realization
         is unlikely.


8.       SEGMENTED INFORMATION

         The Company  operates in one business  segment being the exploration of
         mineral properties in the Kyrgyz Republic.


9.       FINANCIAL INSTRUMENTS

         The  Company's   financial   instruments   consist  of  cash,   amounts
         receivables,  accounts  payable and accrued  liabilities  and advances.
         Unless otherwise noted, it is management's  opinion that the Company is
         not exposed to significant  interest,  currency or credit risks arising
         from these  financial  instruments.  The fair value of these  financial
         instruments approximates their carrying values.




                                      -10-
<PAGE>





                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



10.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES

         (a)      These  financial  statements of the Company have been prepared
                  according  to  Canadian  GAAP.   Material  variations  in  the
                  accounting principles, practices and methods used in preparing
                  these  financial  statements  from  principles,  practices and
                  methods accepted in the United States ("US GAAP")are described
                  and quantified below.

                  STATEMENT OF OPERATIONS
                                                                         $

                  Loss for the period under Canadian GAAP               (21,340)
                  Unproven mineral interests for the period (i)         (80,392)
                                                                   ------------
                  Loss for the period under US GAAP                    (101,732)
                                                                   ============

                  BALANCE SHEET
                                                                         $
                  Member's Deficiency
                  Balance per Canadian GAAP                             (21,317)
                  Unproven mineral interests expensed (i)               (80,392)
                                                                   ------------
                  Balance per US GAAP                                  (101,709)
                                                                   ============

                  Unproven Mineral Interests
                  Balance per Canadian GAAP                              80,392
                  Unproven mineral interests expensed (i)               (80,392)
                                                                   ------------
                  Balance per US GAAP                                         -
                                                                   ============

                  STATEMENT OF CASH FLOWS

                                                                         $
                  Operating Activities
                  Cash used per Canadian GAAP                           (12,589)
                  Unproven mineral interests (i)                        (80,392)
                                                                   ------------
                  Cash used per US GAAP                                 (92,981)
                                                                   ============
                  Investing Activities
                  Cash used per Canadian GAAP                           (86,698)
                  Unproven mineral interests (i)                         80,392
                                                                   ------------
                  Cash used per US GAAP                                  (6,306)
                                                                   ============

                  (i)      Unproven Mineral Interests

                           Unproven  mineral  interests  are  accounted  for  in
                           accordance with Canadian GAAP as disclosed in Note 2.
                           For  US   GAAP   purposes,   the   Company   expenses
                           acquisition   and   exploration   costs  relating  to
                           unproven mineral  interests as incurred.  When proven
                           and probable  reserves are  determined  for a mineral
                           interest, subsequent exploration and



                                      -11-
<PAGE>



                          BULAKASHU MINING COMPANY LTD.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE PERIOD JUNE 9, 2004 (DATE OF FORMATION)
                                 TO MAY 31, 2005
          (EXPRESSED IN UNITED STATES DOLLARS, UNLESS OTHERWISE STATED)



10.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (continued)

                           development   costs  of  the  mineral   interest  are
                           capitalized.  The capitalized costs of such interests
                           would  then be  assessed,  on a  periodic  basis,  to
                           determine whether the carrying value can be recovered
                           on an  undiscounted  cash flow basis. If the carrying
                           value cannot be recovered on this basis,  the mineral
                           interest   would  be  written   down  to  fair  value
                           determined using discounted cash flows.

         (c)      Recent Accounting Pronouncements

                  The Financial  Accounting  Standards Board ("FASB") has issued
                  Statement of Financial  Accounting  Standards No. 123(R) Share
                  Based Payments ("SFAS 123(R)"). SFAS 123(R) amends SFAS 123 by
                  requiring  share based  payments to be  accounted  for at fair
                  value.  SFAS 123(R) is  effective  for fiscal  periods  ending
                  after  June 15,  2005.  The  adoption  of SFAS  123(R)  is not
                  expected to have an effect on the Company's financial position
                  or results of operations.

                  The FASB has also issued SFAS No. 153 Exchange of Non-Monetary
                  Assets ("SFAS 153") which is effective for fiscal years ending
                  after June 15, 2005. SFAS 153 refines the circumstances  under
                  which  non-monetary  transactions  should be accounted  for at
                  fair value.  The  adoption of SFAS 153 is not expected to have
                  an effect on the  Company's  financial  position or results of
                  operations.

                  The FASB has also issued SFAS No. 154  Accounting  Changes and
                  Error  Corrections - A  Replacement  of APB Opinion No. 20 and
                  FASB  Statement  No. 3 ("SFAS  154"),  which is effective  for
                  fiscal years ending after December 15, 2005. SFAS 154 requires
                  that  changes  in  accounting  policy  be  accounted  for on a
                  retroactive basis. The adoption of SFAS 154 is not expected to
                  have an effect on the Company's  financial position or results
                  of operations.




                                      -12-
<PAGE>