Exhibit 15.1



Report of Independent Registered Public Accounting Firm



To EPIC JV



We have audited the accompanying Balance Sheet of EPIC JV as at 30 November 2004 and the related statements of income, equity, and cash flows for the year
ended 30 November 2004. These financial statements are the responsibility of EPIC JV management. Our responsibility is to express an opinion on the financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. EPIC JV is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of the internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances
but not for the purpose of expressing an opinion on the effectiveness of EPIC JV internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, such Financial
Statements present fairly, in all material respects, the financial position of EPIC JV as at 30 November 2004, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted
in the United States of America.



/s/ Deloitte



Deloitte Statsautoriserte Revisorer AS

Stavanger, Norway

6 April 2005



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EPIC JV



Balance Sheet

as of 30 November
2004

(All figures in 1000 NOK)



|                                           |  |       |  |      
|------------------------------------------ |  | ----- |  | -----
|                                           |  | Notes |  | 2004 
|ASSETS                                     |  |       |  |      
|Current assets                             |  |       |  |      
|Cash and cash equivalents                  |  | 4     |  | 1,630
|Trade Receivables                          |  | 3     |  | 2,820
|Receivables due from related parties       |  | 8     |  | 0    
|Other Current Assets                       |  |       |  | 142  
|                                           |  |       |  |      
|Total current assets                       |  |       |  | 4,592
|                                           |  |       |  |      
|Total assets                               |  |       |  | 4,592
|                                           |  |       |  |      
|LIABILITIES & EQUITY                       |  |       |  |      
|Current Liabilities                        |  |       |  |      
|Accounts payable                           |  | 5     |  | 0    
|Accrued liabilities                        |  | 5     |  | 1,936
|Short-term payables due to related parties |  | 8     |  | 1,406
|                                           |  |       |  |      
|Total current liabilities                  |  |       |  | 3,342
|                                           |  |       |  |      
|Commitments and contingencies              |  | 9     |  | 0    
|Equity                                     |  |       |  |      
|Undistributed net income                   |  |       |  | 1,250
|                                           |  |       |  |      
|Total equity                               |  |       |  | 1,250
|                                           |  |       |  |      
|Total Liabilities and equity               |  |       |  | 4,592
|                                           |  |       |  |      







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



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EPIC JV



Statement of Operations

For the
year ended 30 November 2004

(All figures in 1000 NOK)



|                                              |  |       |  |        
|--------------------------------------------- |  | ----- |  | -------
|                                              |  | Notes |  | 2004   
|Net operating revenue                         |  |       |  | 350,263
|                                              |  |       |  |        
|Operating Expenses                            |  | 6     |  | 241,906
|                                              |  |       |  |        
|Total Operating expenses                      |  |       |  | 241,906
|                                              |  |       |  |        
|Gross Profit                                  |  |       |  | 108,357
|                                              |  |       |  |        
|Interest income                               |  |       |  | 207    
|Foreign currency exchange (losses)/gains, net |  |       |  | 0      
|Interest Cost                                 |  |       |  | 0      
|                                              |  |       |  |        
|Net Finance cost/income                       |  |       |  | 207    
|                                              |  |       |  |        
|Income before income taxes                    |  |       |  | 108,564
|                                              |  |       |  |        
|Income tax provision                          |  |       |  | 0      
|Net income                                    |  |       |  | 108,564
|                                              |  |       |  |        





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



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EPIC JV



Statement of Cash Flows

For the
year ended 30 November 2004

(All amounts in NOK 1.000)



|                                               |  |       |  |        
|---------------------------------------------- |  | ----- |  | -------
|                                               |  | Notes |  | 2004   
|Cash flows provided by operating activities:   |  |       |  |        
|Net income                                     |  |       |  | 108,564
|Increase in trade receivables                  |  |       |  | 2,820  
|Increase in other current assets               |  |       |  | 142    
|Increase in accounts payable                   |  |       |  | 1,406  
|Increase in other short term receivables       |  |       |  | 1,936  
|                                               |  |       |  |        
|Net cash provided by operating activities      |  |       |  | 108,944
|                                               |  |       |  |        
|Cash flows provided by investing activities    |  |       |  |       
|Cash flows used in financing activities        |  |       |  |       
|Distributions to JV partners                   |  |       |  | 107,314
|                                               |  |       |  |        
|Net cash used in financing activities          |  |       |  | 107,314
|                                               |  |       |  |        
|Net increase in cash and cash equivalents      |  |       |  | 1,630  
|Cash and cash equivalents at beginning of year |  |       |  |       
|                                               |  |       |  |        
|Cash and cash equivalents at end of year       |  |       |  | 1,630  
|                                               |  |       |  |        







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





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EPIC JV



Statement of Partners Equity

For the year ended 30 November 2004

(All figures in 1000 NOK)



|                             |  |       |  |                  |   |  |                      |   |  |                    
|---------------------------- |  | ----- |  | ---------------- | - |  | -------------------- | - |  | -------------------
|                             |  | Notes |  | Retainedearnings |   |  | TotalPartnersequity |   |  | ComprehensiveIncome
|Balance, 30 November 2003    |  |       |  | 0                |   |  | 0                    |   |  |                    
|Net income for the year      |  |       |  | 108,564          |   |  | 108,564              |   |  | 108,564            
|Distributions to JV Partners |  |       |  | (107,314         | ) |  | (107,314             | ) |  |                    
|                             |  |       |  |                  |   |  |                      |   |  |                    
|Balance, 30 November 2004    |  |       |  | 1,250            |   |  | 1,250                |   |  |                    
|                             |  |       |  |                  |   |  |                      |   |  |                    







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





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Notes to the Financial Statements



All amounts are presented in thousands of Norwegian Kroner (NOK) unless stated otherwise.



1. Description of the Business



The Epic Joint Venture (The JV), was formed on 28 October 2003, upon signing
of a co-operation agreement between Stolt Offshore S.A. and Subsea 7 Norway. The JV provides sub sea services to customers in the Norwegian sector of the North Sea. The JV only commenced operations during the 2004 fiscal year. Therefore, these
financial statements only cover the current period, and no comparative information has been presented.



2. Accounting Policies



Going Concern



The financial statements
have been prepared on the basis that the JV is a going concern. Since the JV was established for the purpose of a specific project, its activities will be wound up following completion of the project and settlement of all outstanding balances
between the JV and its two partners. The main operational activities were finalized late in the 2004 fiscal year.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the dates of the financial statements and reported amounts of revenues and expenses during the year. In
the preparation of these financial Statements, estimates and assumptions have been made by management including costs to complete projects, an assessment of percentage-of-completion of projects, recognition of revenue in respect of variation orders
and claims, provisions necessary for trade receivables, provisions for legal disputes, assessment of the probability of occurrence of hedged transactions and other similar evaluations. Actual results could differ from those estimates.



Revenue Recognition



Long-term contracts are accounted for using the percentage-of-completion
method. The JV applies Statement of Position 81-1 Accounting for Performance of Certain Construction-Type Projects. Revenue and gross profit are recognized each period based upon the advancement of the work-in-progress unless the stage
of completion is insufficient to enable a reasonably certain forecast of gross profit to be established. In such cases, no gross profit is recognized during the period. The percentage-of-completion is calculated based on the ratio of costs incurred
to date to total estimated costs. The percentage-of-completion method requires the JV to make reasonably dependable estimates of progress toward completion of such contracts and contract costs. Provisions for anticipated losses are made in the
period in which they become known.



Recognition of Provisions for
Contingencies



The JV, in the ordinary course of
business, is subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a contingent loss in the financial statements if it is probable that a liability has been incurred at the
date of the financial statements and the amount of the loss can be reasonably estimated. In accordance with SFAS No. 5 Accounting for Contingencies, as interpreted by FASB Interpretation No. 14 Reasonable Estimation of the Amount
of a Loss, if the JV has determined that the reasonable estimate of the loss is a range and that there is no best estimate within the range, the JV will provide the lower amount of the range.



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Notes to the Financial Statements(Continued)



The JV also provides for warranty costs arising in relation to its long-term contracts if they
qualify for recognition in accordance with SFAS No. 5, as detailed above. At the conclusion of each project, an assessment is made of the areas where potential claims may arise under the contract warranty clauses. Where a specific risk is identified
and the potential for a claim is assessed as probable and can be reasonably estimated, an appropriate warranty provision is recorded. Warranty provisions are eliminated at the end of the warranty period except where warranty claims are still
outstanding.



Operating Expenses



The JV does not have any employees. All managerial and projectrelated
services are performed by employees of the respective JV partners. See note 8, Related parties.



Cash and Cash Equivalents



Cash and cash equivalents comprises cash held at bank accounts.



Inventory



The
JV holds no inventory.



Income Taxes



The JV is not required to account for income taxes, as all income taxes are
incurred by the Partners and accounted for at their level.



Foreign Currency Translation



The JV
operates primarily in a NOK economic environment given the nature of its business. As a result, the JVs reporting currency and functional currency is the NOK.



Assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet
date. Revenues and expenses are translated at the exchange rates which approximate the average exchange rates prevailing during the period. Exchange gains and losses resulting from transactions denominated in a currency other than that of the
functional currency are included in Foreign currency exchange gains (losses), net in the accompanying consolidated Statements of Operations.



3. Trade Receivables



Trade receivables as at 30 November 2004 of NOK 2,820 million are net of allowances for doubtful accounts of NOK 0 million. There were no unbilled
receivables included in trade receivables as at 30 November 2004.



As at 30 November 2004, no material amounts were included under trade receivables that were under dispute.



Concentration of Credit Risk



Substantially all of the JVs trade account receivables are from companies in the oil and gas exploration and production sector. The JV performs
ongoing credit evaluations of its customers financial condition and limits the amount of credit extended when deemed necessary but generally requires no collateral.



As at 30 November 2004, accounts receivable include NOK 2,820 million in respect of the largest customer.



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Notes to the Financial Statements(Continued)



4. Bank Overdraft and Lines of Short-term Credit



The JV has no bank overdrafts or lines of short term credit.



5. Accounts Payable and Accrued Liabilities



Accounts payable and accrued liabilities comprise the following:



|                               |  |         
|------------------------------ |  | --------
|As at 30 November (in 000
NOK) |  | 2004 NOK
|Invoice accruals               |  | 1,936   
|Trade payables                 |  | 1,406   
|                               |  |         
|Total                          |  | 3,342   
|                               |  |         



6. Operating Leases



The JV has not entered into any operating leases. All
assets used for performing services under the contract, are provided by the two partners and charges to the JV based on an agreed daily rate. See note 8, Related parties.



7. Fixed Assets



The JV did not own, lease or otherwise hold any fixed assets. All assets used for performing services under the contract, are provided by the two partners
and charges to the JV were based on an agreed daily Blue book rate.



8. Related Party Transactions



Related
party transactions included the following charges paid to/received from the JV Partners as follows:



|                         |  |            |  |               
|------------------------ |  | ---------- |  | --------------
|                         |  | StoltASS.A |  | Subsea 7Norway
|Purchases                |  | 27         |  | 60,161        
|Management               |  | 4,679      |  | 14,338        
|Engineering              |  | 2,635      |  | 7,346         
|Project related services |  | 77,783     |  | 70,704        
|Administrative & General |  | 125        |  | 4,108         



Purchases relate to
equipment, supplies and consumables which were bought for the JV by Subsea 7 Norway. The prices charged to the JV by the partners in respect of these services are as defined in the JV agreement and/or the customer contract.



Project related services are mainly related to provision of vessels, other
operational equipment and offshore crew from the two JV partners.



9.
Commitments and Contingencies



In the course of its
business, the JV may become involved in contract disputes due to the nature of its activities. The JV makes provisions to cover the expected risk of loss to the extent that negative outcomes are probable and reliable estimates can be made. However,
the final outcomes of these contract disputes are subject to uncertainties as to whether or not they develop into a formal legal action and therefore the resulting liabilities may exceed the liability the JV may anticipate. The JV has no outstanding
disputes with the client, the partners or any other parties, and has accordingly made no provision as at the balance sheet date.



8



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Notes to the Financial Statements(Continued)



10. Guarantees



The JV has not provided any guarantees.



11. Subsequent Events



The last meeting with the customer was held in December 2004. The JV was closed and all outstanding commitments cleared in March 2005.



9