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1、 X-Terra Resources Corporation(formerly Canadian Empire Exploration Corp.)Consolidated Financial Statements December 31,2006 and 2005 April 11,2007 Managements Responsibility for Financial Reporting The accompanying consolidated financial statements of the company have been prepared by management in
2、 accordance with Canadian generally accepted accounting principles,and contain estimates based on managements judgement.Management maintains an appropriate system of internal controls to provide reasonable assurance that transactions are authorized,assets safeguarded,and proper records maintained.Th
3、e Audit Committee of the Board of Directors has met with the companys independent auditors to review the scope and results of the annual audit and to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the
4、Board for approval.The companys independent auditors,PricewaterhouseCoopers LLP,are appointed by the shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada and their report follows.(signed)Jeannine P.M.Webb(signed)John S.Brock Jeannine P.M.Webb John S.Bro
5、ck Chief Financial Officer President PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited,each of which is a separate and independent legal entity.PricewaterhouseCoopers LLP Chartered Accountants P
6、ricewaterhouseCoopers Place 250 Howe Street,Suite 700 Vancouver,British Columbia Canada V6C 3S7 Telephone+1 604 806 7000 Facsimile+1 604 806 7806 Independent Auditors Report To the Shareholders of X-Terra Resources Corporation We have audited the consolidated balance sheets of X-Terra Resources Corp