To the Shareholders of Goran Capital Inc.

We  have  audited  the  consolidated   balance  sheets  of  Goran  Capital  Inc.
(incorporated  in Canada) as of  December  31,  1999 and 1998,  and the  related
consolidated  statements of earnings  (loss),  changes in  shareholders'  equity
(deficit),  and cash flows for each of the years ended  December 31, 1999,  1998
and 1997. These consolidated  financial statements are the responsibility of the
company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material, respects, the consolidated financial position of Goran Capital Inc. as
of December 31, 1999 and 1998,  and the results of its operations and cash flows
for the years  ended  December  31,  1999,  1998 and 1997,  in  accordance  with
Canadian general accepted accounting principles.

On March 14,  2000,  except for Note 23 which is as of March 23,  2000,  we also
reported  separately and issued an unqualified  opinion to the  shareholders  of
Goran Capital Inc. on the financial statements for the same period,  prepared in
accordance  with  United  States  of  America  generally   accepted   accounting
principles are reference should be made to that report.


/s/Schwartz Levitsky Feldman LLP
Chartered Accountants


Toronto, Ontario
March 14, 2000, except for Note 23,
  which is as of March 23, 2000