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BRITISH TRADE AND COMMERCE BANK LIMITED

INCOME STATEMENT (IN US DOLLARS)

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 1998

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

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BRITISH TRADE AND COMMERCE BANK LIMITED

STATEMENT OF CASH FLOWS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 1998

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

BRITISH TRADS AND COMMERCE BANK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 1998

1.

INCORPORATION AND NATURE OF BUSINESS

British Trade and Commerce Bank Limited, was incorporated on
February 26, 1997 under the Companies Ordinance Chapter 318 of the
Laws of the Commonwealth of Dominica.

The objects of the Company include, but are not limited to, the carrying on in Dominica and other countries of the business of banking, including off-shore banking.

The authorized share capital of the company is US$3 million, divided into 30,000 shares of US$ 100. each.

The Government of the Commonwealth of Dominica, issued to the Bank, a license to conduct off-shore banking business dated March 27, 1997. These financial statements relate to business transacted in accordance with that license.

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The accompanying financial statements present the assets, liabilities and operations of the various entities which operate the various investment programs for British Trade and Commerce Bank Limited. They do not reflect any of the assets or liabilities of any of the various wholly-owned or controlled subsidiaries of the Bank. Operations of those subsidiaries were reported as not material for the period.

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(a) Generally accepted accounting principles

The statements are drawn up on the accrual basis and on historical cost conventions, and are in compliance with generally accepted accounting principles.

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3.

BRITISH TRADE AND COMMERCE BANK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 1998

SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(b)

(c)

(d)

(e)

Depreciation

Depreciable assets are depreciated on the straight line basis at the following rates estimated to write them off over the period of their useful lives.

Motor vehicles

Computer equipment

Other office equipment, furniture & fittings
Amortization

20t

251

15%

Organization and Pre-operating expenses, and leasehold improvements are amortized on a straight line basis over a five-year period (at 20%).

Leasehold

The Bank signed a lease agreement for five years effective August 1, 1997, at an annual rent of US$ 48,000. The total rent payable over the five year period was recorded in the financial statements as a debit to "Office Lease" account and a credit to "Office Lease Payable".

Revenue Recognition

The bank provides various services for its clients which are charged for on the basis of percentage fee for the success of the transaction. Therefore, the amount of income and the return on assets is higher than a normal commercial bank. These fees are recorded when earned. Such a policy may tend to cause fluctuations in earnings on a period to period comparison.

CASH AND DUB FROM BANKS

At December 31, 1998 the balance included $10m in Union Rank of
Switzerland.

BRITISH TRADE AND COMMERCE BANK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 1998

5.

LOANS, DEBENTURES AND OTHER RECEIVABLES

At December 31, 1998 the balance comprised the following:

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The debentures and promissory notes are interest bearing at rates which approximate 10% per annum. All payments are current and the balances are due within the next year.

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Leasehold improvments represent the cost to remodel the offices in
Dominica.

73-779 D-01--26

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