ABBEY GROUP INC.

                                    STATEMENT

                                  JUNE 30, 1992





                                   DAVID SUSS
                           CERTIFIED PUBLIC ACCOUNTANT
                               271 MADISON AVENUE
                                    SUITE 208
                               NEW YORK, NY 10016
                                     -------
                                 (212) 883-1050

The Board of Directors
Abbey Group Inc.

Gentlemen:

     I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1992 and for the year ended June 30, 1992 respectively.

     My examination was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.

     In my opinion, the accompanying Balance Sheet as at June 30, 1992 and the
Statement of Income and Expenses for the year ended June 30, 1992 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.

                                            Respectfully submitted,

                                            /s/ David Suss CPA
                                            ---------------------------
                                                    David Suss
                                            Certified Public Accountant





                                   DAVID SUSS
                           CERTIFIED PUBLIC ACCOUNTANT
                               271 MADISON AVENUE
                                    SUITE 208
                               NEW YORK, NY 10016
                                     -------
                                 (212) 883-1050

The Board of Directors
Abbey Group Inc.

Gentlemen:

     I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1992 and for the year ended June 30, 1992 respectively.

     My examination was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.

     In my opinion, the accompanying Balance Sheet as at June 30, 1992 and the
Statement of Income and Expenses for the year ended June 30, 1992 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.

                                            Respectfully submitted,

                                            /s/ David Suss CPA
                                            ---------------------------
                                                    David Suss
                                            Certified Public Accountant





                                ABBEY GROUP INC.
                                INCOME STATEMENT
                          JULY 1, 1991 - JUNE 30, 1992


INCOME                                                    $   NONE

EXPENSES

              Total Expenses                                 9,700
                                                          --------

NET LOSS                                                 ($  9,700)

RETAINED EARNINGS - JULY 1, 1991                          (522,102)
                                                          -------- 

RETAINED EARNINGS - JUNE 30, 1992                        ($531,802)
                                                          ======== 


See accompanying letter of transmittal.