Report
of Independent Accountants
To Management
and the Board of Directors of Thorium Power, Inc.:
In
our
opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of changes in stockholders’ equity and of
cash flows present fairly, in all material respects, the financial position
of
Thorium Power Inc. and its subsidiaries (the “Company”), a development stage
enterprise, at December 31, 2001, and the results of its operations and its
cash
flows for the year ended December 31, 2001 and the period cumulative from
inception through December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has incurred recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to continue as a
going
concern. Management’s plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
March
29,
2002