U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 6, 2004

Colorado                             333-105903              84-1595829
(State or other jurisdiction         (Commission            (I.R.S. Employer
of incorporation or organization)     File Number)        Identification Number)


            3540 Albert Street, Regina, Saskatchewan, Canada, S4S 3P5
                       Tel: 306-586-6643 Fax: 310-362-8902
                               (operating office)


                          CSC Corporate Service Company
                              1275 - 1560 Broadway
                                Denver, CO 80202
                                Tel: 303-860-7052
(Name, address and telephone number for Registered Office and Agent for Service)




<PAGE>





ITEM 5.     Other Events and Regulation FD Disclosure
-------     -----------------------------------------


On July 15, 2004, the Registrant incorporated a new operating subsidiary Bangla
Properties, Inc. in the Province of Saskatchewan, Canada to pursue its business
plan to obtain more rental properties and contracts.

The Registrant's subsidiary has entered into two offers to purchase on two
residential properties in Regina Saskatchewan. As of August 4, 2004, both offers
were accepted. The Subsidiary purchased these properties for residential
rentals. The first property is a duplex complex and the second is a residential
single family home.

ITEM 7.     Financial Statements and Exhibits
------      ---------------------------------

On June 29, 2004, the Registrant filed its annual report on Form 10KSB. There
was a clerical error on the Shareholders' Equity Statement and Note 5 to the
Financial Statements. The Registrant's Auditor, Miller & McCollom corrected the
clerical error and provided the attached revised financial statements for the
year-ending March 31, 2004.


Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: August 6, 2004                 By: /s/ Shawn Erickson
                                        -------------------
                                         President





EXHIBITS
--------

Audited Financial Statements





























                                        2
<PAGE>








                          INDEX TO FINANCIAL STATEMENTS


                                     REVISED


                        BANGLA PROPERTY MANAGEMENT, INC.

                              FINANCIAL STATEMENTS

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                 March 31, 2004



                                                                   Page
                                                                   ----

   Report of Independent Registered Public Accounting Firm          F-2

   Financial Statements:

            Balance Sheets                                          F-3

            Statements of Operations                                F-4

            Statement of Stockholders' Equity                       F-5

            Statements of Cash Flows                                F-6

            Notes to Financial Statements                       F-7 to F-12
























                                       F-1
<PAGE>





             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


Board of Directors
Bangla Property Management, Inc.

     We  have  audited  the  accompanying  balance  sheets  of  Bangla  Property
Management,  Inc. as of March 31, 2004 and 2003,  and the related  statements of
operations,  stockholders'  equity,  and cash flows for years then ended.  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 in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards 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.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial  statement  presentations.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Bangla Property Management,
Inc. as of March 31, 2004 and 2003,  and the related  statements of  operations,
stockholders'  equity,  and cash flows for years then ended,  in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  As described in Note 2, the Company
has  limited  working  capital  and  continued  operating  losses,  which  raise
substantial  doubts  about its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
June 28, 2004

















                                       F-2
<PAGE>


                        BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------

<TABLE>
<CAPTION>
                                 Balance Sheets
                                 --------------

                                     ASSETS
                                                           March 31,           March 31,
                                                           2004                2003
                                                           ----------------    ----------------

<S>                                                        <C>                 <C>
CURRENT ASSETS
   Cash                                                    $        14,239     $        10,342
   Accounts receivable                                               2,050                 150
                                                           ----------------    ----------------
         Total current assets                                       16,289              10,492

PROPERTY AND EQUIPMENT
   Maintenance equipment, net of $172 and $86
      accumulated depreciation                                         258                 344
                                                           ----------------    ----------------
         Total property and equipment                                  258                 344

         Total assets                                      $        16,547     $        10,836
                                                           ================    ================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                  8,931                  --
   Accounts payable, related parties                                 1,000               2,067
                                                           ----------------    ----------------
         Total current liabilities                                   9,931               2,067

SHAREHOLDERS' EQUITY
   Common shares, 100,000,000 shares of no par
      value authorized, 7,325,000 shares
      issued and outstanding                                        30,525              16,166
   Accumulated deficit in the development stage                    (23,909)             (7,397)
                                                           ----------------    ----------------
         Total shareholders' equity                                  6,616               8,769

         Total liabilities and shareholders' equity        $        16,547     $        10,836
                                                           ================    ================
</TABLE>


     The accompanying notes to financial statements are an integral part of this
statement.




















                                       F-3
<PAGE>

                        BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------



                            Statements of Operations
                            ------------------------


                                           Year                Year
                                           Ending              Ending
                                           March 31,           March 31,
                                           2004                2003
                                           ----------------    ----------------

REVENUES:

Property management fees                   $        23,065     $         8,250

EXPENSES:
   Salaries                                          1,800               2,100
   Professional fees                                29,579               7,934
   Rent                                              1,900               1,650
   Depreciation                                         86                  86
   Other administrative expenses                     6,018               3,564
                                           ----------------    ----------------
         Total expenses                             39,383              15,333
                                           ----------------    ----------------

Net (loss) from operations                         (16,318)             (7,084)

Interest expense                                      (194)                (56)

Net (loss)                                 $       (16,512)    $        (7,140)
                                           ================    ================

Net (loss) per common share                $             *     $             *
                                           ================    ================

Weighted average shares outstanding              7,325,000           6,305,769
                                           ================    ================

* Less than $0.01 per share
















     The accompanying notes to financial statements are an integral part of this
statement.












                                       F-4
<PAGE>

                        BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------

                        Statement of Shareholders' Equity
                        ---------------------------------
<TABLE>
<CAPTION>
                             Common         Common         Accumulated    Shareholders'
                             Shares         Stock          (Deficit)      Equity
                             ------------   ------------   ------------   -------------

<S>                            <C>          <C>            <C>            <C>
Balance March 31, 2002         6,000,000    $     2,916    $      (257)   $      2,659

Common stock issued for
  cash, January 2003           1,325,000         13,250             --          13,250

Net loss for the year
  ending March 31, 2003               --             --         (7,140)         (7,140)
                             ------------   ------------   ------------   -------------

Balance March 31, 2003         7,325,000    $    16,166    $    (7,397)   $      8,769
                             ------------   ------------   ------------   -------------

Capital contributions by
  shareholders                        --         14,359             --          14,359

Net loss for the year
  ending March 31, 2004               --             --        (16,512)        (16,512)
                             ------------   ------------   ------------   -------------

Balance March 31, 2004         7,325,000    $    30,525    $   (23,909)   $      6,616
                             ============   ============   ============   =============
</TABLE>









     The accompanying notes to financial statements are an integral part of this
statement.





























                                       F-5
<PAGE>

                        BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------


<TABLE>
<CAPTION>
                            Statements of Cash Flows
                            ------------------------


                                                             Year                Year
                                                             Ending              Ending
                                                             March 31,           March 31,
                                                             2004                2003
                                                             ----------------    ----------------

<S>                                                          <C>                 <C>
Cash flows from operating activities:
   Net (loss)                                                $       (16,512)    $        (7,140)
   Reconciling adjustments -
      Depreciation                                                        86                  86
      Common stock issued for services                                    --                  --
      Accounts payable assumed by
         shareholder                                                      --                  --
      Changes in operating assets:
         Accounts receivable                                          (1,900)               (150)
         Accounts payable                                             12,223               2,066
                                                             ----------------    ----------------
Net cash provided by operating activities                             (6,103)             (5,138)

Cash flows from investing activities:
   Purchase of equipment                                                  --                  --
                                                             ----------------    ----------------
Net cash (used) by investing activities                                   --                  --

Cash flows from financing activities:
   Sales of common stock                                                  --              13,250
   Loans from shareholder                                             10,000                  --
                                                             ----------------    ----------------
Net cash provided by financing activities                             10,000              13,250
                                                             ----------------    ----------------

Net increase in cash                                                   3,897               8,112

Cash, beginning of period                                             10,342               2,230
                                                             ----------------    ----------------

Cash, end of period                                          $        14,239     $        10,342
                                                             ================    ================


Supplementary disclosure of cash flow information:
   Cash paid during period for interest                                   --                  --
   Cash paid during period for income taxes                               --                  --
                                                             ================    ================

Supplemental disclosure of noncash investing and
financing activities:
   Loans and accounts payable contributed by shareholder              14,359                  --
</TABLE>


     The accompanying notes to financial statements are an integral part of this
statement.













                                       F-6
<PAGE>





Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

This summary of significant  accounting policies of Bangla Property  Management,
Inc. is presented to assist in understanding the Company's financial statements.
The  financial  statements  and  notes  are  representations  of  the  Company's
management  who is  responsible  for  their  integrity  and  objectivity.  These
accounting policies conform to generally accepted  accounting  principles in the
United States of America and have been  consistently  applied in the preparation
of the  financial  statements.  The  financial  statements  are stated in United
States of America dollars.


Organization and Description of Business
----------------------------------------

The Company was incorporated in the State of Colorado on June 15, 2001.

The Company is in the property management business. The Company currently offers
the following general areas of service to existing and potential customers:  new
tenant  placement  services,   month-to-month  tenant  management  services  for
existing  tenants,  re-lease  arrangements  for  existing  tenants,  tenant  fee
collection and eviction service, and exterior maintenance.

To date,  the Company's  revenue has resulted from the management of residential
properties.  The properties currently being managed are located in Saskatchewan,
Canada.



Revenue Recognition
-------------------

Revenues are recognized in accordance with SEC Staff  Accounting  Bulletin (SAB)
No. 101, "Revenue  Recognition in Financial  Statements." Under SAB 101, product
revenues (or service  revenues) are recognized  when  persuasive  evidence of an
arrangement exists,  delivery has occurred (or service has been performed),  the
sales price is fixed and determinable and collectibility is reasonably assured.

The Company's revenues are derived principally from management fees,  collection
fees, and other related  charges.  Revenue is recognized when services have been
performed and billed.


Use of Estimates
----------------

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in these financial statements
and accompanying notes. Actual results could differ from those estimates.


Earnings (Loss) Per Share
-------------------------

Earnings  (loss)  per share of common  stock is  computed  by  dividing  the net
earnings  (loss) by the weighted  average  number of common  shares  outstanding
during the period.













                                       F-7
<PAGE>





Estimated Fair Value of Financial Instruments
---------------------------------------------

The  carrying  value  of  accounts  payable,  and  other  financial  instruments
reflected  in  the  financial  statement  approximates  fair  value  due  to the
short-term maturity of the instruments.


Comprehensive Income
--------------------

The Company has adopted Statement of Financial  Accounting  Standards (SFAS) No.
130, "Reporting Comprehensive Income". SFAS 130 requires that the components and
total amounts of comprehensive  income be displayed in the financial  statements
beginning in 1998.  Comprehensive  income includes net income and all changes in
equity  during a period  that  arises from  non-owner  sources,  such as foreign
currency items and unrealized gains and losses on certain  investments in equity
securities.  The company  currently has no components  of  comprehensive  income
other than net income (loss).


Income Taxes
------------

The Company  records  deferred  taxes in accordance  with Statement of Financial
Accounting  Standards  (SFAS)  No.  109,  "Accounting  for  Income  Taxes."  The
statement  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary  differences  between the tax bases of assets and  liabilities and the
amounts at which they are carried in the  financial  statements,  based upon the
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  A valuation  allowance  is  established  when  necessary  to reduce
deferred tax assets to the amount expected to be realized.


Valuation of Long-Lived Assets
------------------------------

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operation cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.


Start-up Costs
--------------

The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"),  "Reporting
the Costs of Start-Up  Activities." SOP 98-5 requires that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.


Other
-----

The Company's fiscal year end is March 31.

The Company paid no dividends during the periods presented.













                                       F-8
<PAGE>





Certain  comparative  figures have been  reclassified  to conform to the current
year presentation. In prior years, the company presented it financial statements
as a development stage enterprise.

The Company consists of one reportable business segment.

All revenue reported is from external  customers in Canada. All of the Company's
assets are located in the United States, except for its' property and equipment,
which is located in Canada.

The majority of the company's  cash flows  (revenues and expenses) are in United
States Dollars.  Accordingly,  the company's  functional  currency is the United
States Dollar.


Note 2 - Basis of Presentation - Going Concern
----------------------------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles in the United States of America,  which
contemplates  continuation  of the  Company  as a going  concern.  However,  the
Company has insufficient  working capital and continued  operating  losses,  and
therefore may be forced to discontinue operations.  This fact raises substantial
doubt about the  Company's  ability to continue as a going  concern.  Management
plans to raise additional capital to complete its business plan.


Note 3 - Recent Accounting Pronouncements
-----------------------------------------

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities."  It  requires  existing  unconsolidated  variable
interest  entities (VIE's) to be consolidated by their primary  beneficiaries if
the entities do not effectively  disperse risks among the parties  involved.  It
applies  immediately  to VIE's  created  after  January 31, 2003 and to VIE's in
which an enterprise holds a variable  interest that was acquired before February
1, 2003, the  Interpretation  applies for periods beginning after June 15, 2003.
In  December  2003,  the  FASB  reissued  Interpretation  No.  46  with  certain
modifications  and   clarifications  for  certain  VIE's.  The  Company  has  no
unconsolidated  VIE's and therefore its financial  statements  are in compliance
with the requirements of Interpretation No. 46.

In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging Activities",  which amends and clarifies the
accounting  guidance on certain derivative  instruments and hedging  activities.
SFAS 149 is generally  effective  for contracts  entered into or modified  after
June 30, 2003 and hedging  relationships  designated  after June 30,  2003.  The
adoption of this  statement  did not impact the  Company's  financial  position,
results of operations, or cash flows.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  SFAS 150
establishes  standards for how an issuer of equity  (including the equity shares
of any entity  whose  financial  statements  are  included  in the  consolidated
financial  statements)  classifies  and  measures on its balance  sheet  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
150 is effective for














                                       F-9
<PAGE>





financial  instruments  entered  into or  modified  after  May 31,  2003 and for
existing  financial  instruments  after  July  1,  2003.  The  adoption  of this
statement  did  not  impact  the  Company's  financial   position,   results  of
operations, or cash flows.


Note 4 - Property and Equipment
-------------------------------

Components of property and equipment consist of:
<TABLE>
<CAPTION>
                                                                         Depreciation
                                                                             Rate
                                        Accumulated         Net              and
                           Cost        Depreciation       Amount            Method
                       -------------   -------------   -------------   ----------------
<S>                    <C>             <C>             <C>                  <C>
Year ending
  March 31, 2004 -
   Maintenance                                                            Straight Line
     equipment         $        430    $        172    $        258         5 Years
Year ending
  March 31, 2003 -
   Maintenance                                                            Straight Line
     equipment         $        430    $         86    $        344         5 Years
</TABLE>

Depreciation has been provided in amounts sufficient to recover asset costs over
their estimated useful lives. All components of property and equipment are being
depreciated or amortized.


Note 5 - Equity
---------------

The Company issued  6,000,000 shares of its common stock during July 2001 to its
sole shareholder for management  services.  Additional  paid-in capital totaling
$2,316  has  been  contributed,  consisting  of $500 in  cash,  the  payment  of
incorporation costs of $766, and rent expense incurred of $1,050.

In January of 2003,  the  company  sold  1,325,000  shares of common  stock in a
private offering for $13,250.

As  described  in  notes  8 and  9,  during  the  year  ended  March  31,  2004,
shareholders contributed additional paid-in capital totaling $14,359.


Note 6 - Income Taxes
---------------------

The Company is subject to US and Canadian  federal income taxes. The Company has
had no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
carryforwards. The Company's deferred tax assets













                                      F-10
<PAGE>


are offset by a valuation allowance due to the uncertainty of the realization of
the net operating loss  carryforwards.  Net operating loss  carryforwards may be
further limited by a change in company ownership and other provisions of the tax
laws.

The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:

<TABLE>
<CAPTION>
                                            Estimated
                 Estimated                     Tax
                    NOL           NOL        Benefit        Valuation        Net Tax
Year Ending     Carryforward    Expires     from NOL        Allowance        Benefit
-----------   ---------------   -------   -------------   -------------   -------------
<S>           <C>                 <C>     <C>             <C>             <C>
   2002       $         250       2022    $         95    $        (95)   $         --
   2003               7,500       2023           2,850          (2,850)             --
   2003              16,500       2024           6,720          (6,720)             --
              ---------------   -------   -------------   -------------   -------------
   Total      $      24,250               $      9,215    $     (9,215)   $         --
              ===============   =======   =============   =============   =============
</TABLE>

Taxes at the statutory rate are reconciled to the Company's actual income taxes
as follows:


Canadian and US Federal income taxes at statutory rate         38%
Valuation allowance                                           (38%)
                                                         -----------------
Actual income tax rate                                         --
                                                         =================


Note 7 - Commitments and Contingencies (Related parties)
--------------------------------------------------------

The Company has entered into two office  rental  agreements  for renting  office
space in  California  commencing  July 1, 2001  through  June 30,  2005 from its
President  for $100 per month and from  January 1, 2002 through June 30, 2005 in
Canada for $50 per month from the President's brother. The rental agreements are
subject to early  termination by the Company provided notice and required rental
payments are made.



Future base rent  commitments  during the years ended March 31 under these lease
agreements are summarized as follows:

                             2004                   1,800
                             2005                     450



Note 8 - Related Party Transactions
-----------------------------------

The Company has  property  management  contracts  with its  president  for three
properties.  Income from these contracts was $1,800 for the year ended March 31,
2004, for which there is no amount due at March 31, 2004 and March 31, 2003.













                                      F-11
<PAGE>




Accounts payable, related parties, consists of monies advanced to the Company by
its President and his brother.  The advances have no specific payment terms, and
interest is accrued at 5%pa.  On March 31, 2004,  the  President and his brother
were owed $5,359.  The President and his brother agreed to forgive $4,359 of the
debt, and this amount has been recorded as contributed capital to the Company.


Note 9 - Line of Credit
-----------------------

On March 1, 2003, the Company entered into a Loan Facility  Agreement with White
Sands,  Inc.,  a Nevis  corporation  of which  the  Company's  president  is the
beneficial  owner. The Loan Facility  Agreement  established a $50,000 unsecured
line of credit from which the  Company may borrow up to $50,000  upon seven days
written  notice to White Sands,  Inc. All sums drawn down,  if any,  will accrue
interest of 8% per annum and all amounts owing plus interest accrued are payable
on demand by White Sands, Inc. upon 30 days written notice to the Company.

On October 17, 2003, the Company borrowed  $10,000 under the line of credit.  On
March 31,  2004,  White Sands,  Inc.  agreed to forgive the loan and all accrued
interest.  The amount due,  including  accrued  interest,  has been  recorded as
contributed.




































                                      F-12
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{"company-data": {"conformed-name": "BANGLA PROPERTY MANAGEMENT INC", "cik": "0001174741", "assigned-sic": "6531", "irs-number": "841595829", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50637", "film-number": "04962732"}, "business-address": {"street1": "280 NELSON STREET", "street2": "SUITE 448", "city": "VANCOUVER", "state": "A1", "zip": "V6B 2E2", "phone": "(408) 640-8918"}, "mail-address": {"street1": "280 NELSON STREET", "street2": "SUITE 448", "city": "VANCOUVER", "state": "A1", "zip": "V6B 2E2"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 6, 2004

Colorado                             333-105903              84-1595829
(State or other jurisdiction         (Commission            (I.R.S. Employer
of incorporation or organization)     File Number)        Identification Number)

            3540 Albert Street, Regina, Saskatchewan, Canada, S4S 3P5
                       Tel: 306-586-6643 Fax: 310-362-8902
                               (operating office)

                          CSC Corporate Service Company
                              1275 - 1560 Broadway
                                Denver, CO 80202
                                Tel: 303-860-7052
(Name, address and telephone number for Registered Office and Agent for Service)
ITEM 5.     Other Events and Regulation FD Disclosure
-------     -----------------------------------------

On July 15, 2004, the Registrant incorporated a new operating subsidiary Bangla
Properties, Inc. in the Province of Saskatchewan, Canada to pursue its business
plan to obtain more rental properties and contracts.

The Registrant's subsidiary has entered into two offers to purchase on two
residential properties in Regina Saskatchewan. As of August 4, 2004, both offers
were accepted. The Subsidiary purchased these properties for residential
rentals. The first property is a duplex complex and the second is a residential
single family home.

ITEM 7.     Financial Statements and Exhibits
------      ---------------------------------

On June 29, 2004, the Registrant filed its annual report on Form 10KSB. There
was a clerical error on the Shareholders' Equity Statement and Note 5 to the
Financial Statements. The Registrant's Auditor, Miller & McCollom corrected the
clerical error and provided the attached revised financial statements for the
year-ending March 31, 2004.

Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: August 6, 2004                 By: /s/ Shawn Erickson
                                        -------------------
                                         President

EXHIBITS
--------

Audited Financial Statements

                                        2
INDEX TO FINANCIAL STATEMENTS

                                     REVISED

                        BANGLA PROPERTY MANAGEMENT, INC.

                              FINANCIAL STATEMENTS

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                 March 31, 2004

                                                                   Page
                                                                   ----

   Report of Independent Registered Public Accounting Firm          F-2

   Financial Statements:

            Balance Sheets                                          F-3

            Statements of Operations                                F-4

            Statement of Stockholders' Equity                       F-5

            Statements of Cash Flows                                F-6

            Notes to Financial Statements                       F-7 to F-12

                                       F-1
Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

Board of Directors
Bangla Property Management, Inc.

     We  have  audited  the  accompanying  balance  sheets  of  Bangla  Property
Management,  Inc. as of March 31, 2004 and 2003,  and the related  statements of
operations,  stockholders'  equity,  and cash flows for years then ended.  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 in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards 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.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial  statement  presentations.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Bangla Property Management,
Inc. as of March 31, 2004 and 2003,  and the related  statements of  operations,
stockholders'  equity,  and cash flows for years then ended,  in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  As described in Note 2, the Company
has  limited  working  capital  and  continued  operating  losses,  which  raise
substantial  doubts  about its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
June 28, 2004

                                       F-2
BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------
Balance Sheets
                                 --------------

                                     ASSETS
                                                           March 31,           March 31,
                                                           2004                2003
                                                           ----------------    ----------------
CURRENT ASSETS
   Cash                                                    $        14,239     $        10,342
   Accounts receivable                                               2,050                 150
                                                           ----------------    ----------------
         Total current assets                                       16,289              10,492

PROPERTY AND EQUIPMENT
   Maintenance equipment, net of $172 and $86
      accumulated depreciation                                         258                 344
                                                           ----------------    ----------------
         Total property and equipment                                  258                 344

         Total assets                                      $        16,547     $        10,836
                                                           ================    ================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                  8,931                  --
   Accounts payable, related parties                                 1,000               2,067
                                                           ----------------    ----------------
         Total current liabilities                                   9,931               2,067

SHAREHOLDERS' EQUITY
   Common shares, 100,000,000 shares of no par
      value authorized, 7,325,000 shares
      issued and outstanding                                        30,525              16,166
   Accumulated deficit in the development stage                    (23,909)             (7,397)
                                                           ----------------    ----------------
         Total shareholders' equity                                  6,616               8,769

         Total liabilities and shareholders' equity        $        16,547     $        10,836
                                                           ================    ================
The accompanying notes to financial statements are an integral part of this
statement.

                                       F-3
BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------

                            Statements of Operations
                            ------------------------

                                           Year                Year
                                           Ending              Ending
                                           March 31,           March 31,
                                           2004                2003
                                           ----------------    ----------------

REVENUES:

Property management fees                   $        23,065     $         8,250

EXPENSES:
   Salaries                                          1,800               2,100
   Professional fees                                29,579               7,934
   Rent                                              1,900               1,650
   Depreciation                                         86                  86
   Other administrative expenses                     6,018               3,564
                                           ----------------    ----------------
         Total expenses                             39,383              15,333
                                           ----------------    ----------------

Net (loss) from operations                         (16,318)             (7,084)

Interest expense                                      (194)                (56)

Net (loss)                                 $       (16,512)    $        (7,140)
                                           ================    ================

Net (loss) per common share                $             *     $             *
                                           ================    ================

Weighted average shares outstanding              7,325,000           6,305,769
                                           ================    ================

* Less than $0.01 per share

     The accompanying notes to financial statements are an integral part of this
statement.

                                       F-4
BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------

                        Statement of Shareholders' Equity
                        ---------------------------------
Common         Common         Accumulated    Shareholders'
                             Shares         Stock          (Deficit)      Equity
                             ------------   ------------   ------------   -------------
Balance March 31, 2002         6,000,000    $     2,916    $      (257)   $      2,659

Common stock issued for
  cash, January 2003           1,325,000         13,250             --          13,250

Net loss for the year
  ending March 31, 2003               --             --         (7,140)         (7,140)
                             ------------   ------------   ------------   -------------

Balance March 31, 2003         7,325,000    $    16,166    $    (7,397)   $      8,769
                             ------------   ------------   ------------   -------------

Capital contributions by
  shareholders                        --         14,359             --          14,359

Net loss for the year
  ending March 31, 2004               --             --        (16,512)        (16,512)
                             ------------   ------------   ------------   -------------

Balance March 31, 2004         7,325,000    $    30,525    $   (23,909)   $      6,616
                             ============   ============   ============   =============
The accompanying notes to financial statements are an integral part of this
statement.

                                       F-5
BANGLA PROPERTY MANAGEMENT, INC.
                        --------------------------------
Statements of Cash Flows
                            ------------------------

                                                             Year                Year
                                                             Ending              Ending
                                                             March 31,           March 31,
                                                             2004                2003
                                                             ----------------    ----------------
Cash flows from operating activities:
   Net (loss)                                                $       (16,512)    $        (7,140)
   Reconciling adjustments -
      Depreciation                                                        86                  86
      Common stock issued for services                                    --                  --
      Accounts payable assumed by
         shareholder                                                      --                  --
      Changes in operating assets:
         Accounts receivable                                          (1,900)               (150)
         Accounts payable                                             12,223               2,066
                                                             ----------------    ----------------
Net cash provided by operating activities                             (6,103)             (5,138)

Cash flows from investing activities:
   Purchase of equipment                                                  --                  --
                                                             ----------------    ----------------
Net cash (used) by investing activities                                   --                  --

Cash flows from financing activities:
   Sales of common stock                                                  --              13,250
   Loans from shareholder                                             10,000                  --
                                                             ----------------    ----------------
Net cash provided by financing activities                             10,000              13,250
                                                             ----------------    ----------------

Net increase in cash                                                   3,897               8,112

Cash, beginning of period                                             10,342               2,230
                                                             ----------------    ----------------

Cash, end of period                                          $        14,239     $        10,342
                                                             ================    ================

Supplementary disclosure of cash flow information:
   Cash paid during period for interest                                   --                  --
   Cash paid during period for income taxes                               --                  --
                                                             ================    ================

Supplemental disclosure of noncash investing and
financing activities:
   Loans and accounts payable contributed by shareholder              14,359                  --
The accompanying notes to financial statements are an integral part of this
statement.

                                       F-6
Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

This summary of significant  accounting policies of Bangla Property  Management,
Inc. is presented to assist in understanding the Company's financial statements.
The  financial  statements  and  notes  are  representations  of  the  Company's
management  who is  responsible  for  their  integrity  and  objectivity.  These
accounting policies conform to generally accepted  accounting  principles in the
United States of America and have been  consistently  applied in the preparation
of the  financial  statements.  The  financial  statements  are stated in United
States of America dollars.

Organization and Description of Business
----------------------------------------

The Company was incorporated in the State of Colorado on June 15, 2001.

The Company is in the property management business. The Company currently offers
the following general areas of service to existing and potential customers:  new
tenant  placement  services,   month-to-month  tenant  management  services  for
existing  tenants,  re-lease  arrangements  for  existing  tenants,  tenant  fee
collection and eviction service, and exterior maintenance.

To date,  the Company's  revenue has resulted from the management of residential
properties.  The properties currently being managed are located in Saskatchewan,
Canada.

Revenue Recognition
-------------------

Revenues are recognized in accordance with SEC Staff  Accounting  Bulletin (SAB)
No. 101, "Revenue  Recognition in Financial  Statements." Under SAB 101, product
revenues (or service  revenues) are recognized  when  persuasive  evidence of an
arrangement exists,  delivery has occurred (or service has been performed),  the
sales price is fixed and determinable and collectibility is reasonably assured.

The Company's revenues are derived principally from management fees,  collection
fees, and other related  charges.  Revenue is recognized when services have been
performed and billed.

Use of Estimates
----------------

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in these financial statements
and accompanying notes. Actual results could differ from those estimates.

Earnings (Loss) Per Share
-------------------------

Earnings  (loss)  per share of common  stock is  computed  by  dividing  the net
earnings  (loss) by the weighted  average  number of common  shares  outstanding
during the period.

                                       F-7
Estimated Fair Value of Financial Instruments
---------------------------------------------

The  carrying  value  of  accounts  payable,  and  other  financial  instruments
reflected  in  the  financial  statement  approximates  fair  value  due  to the
short-term maturity of the instruments.

Comprehensive Income
--------------------

The Company has adopted Statement of Financial  Accounting  Standards (SFAS) No.
130, "Reporting Comprehensive Income". SFAS 130 requires that the components and
total amounts of comprehensive  income be displayed in the financial  statements
beginning in 1998.  Comprehensive  income includes net income and all changes in
equity  during a period  that  arises from  non-owner  sources,  such as foreign
currency items and unrealized gains and losses on certain  investments in equity
securities.  The company  currently has no components  of  comprehensive  income
other than net income (loss).

Income Taxes
------------

The Company  records  deferred  taxes in accordance  with Statement of Financial
Accounting  Standards  (SFAS)  No.  109,  "Accounting  for  Income  Taxes."  The
statement  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary  differences  between the tax bases of assets and  liabilities and the
amounts at which they are carried in the  financial  statements,  based upon the
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  A valuation  allowance  is  established  when  necessary  to reduce
deferred tax assets to the amount expected to be realized.

Valuation of Long-Lived Assets
------------------------------

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operation cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.

Start-up Costs
--------------

The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"),  "Reporting
the Costs of Start-Up  Activities." SOP 98-5 requires that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

Other
-----

The Company's fiscal year end is March 31.

The Company paid no dividends during the periods presented.

                                       F-8
Certain  comparative  figures have been  reclassified  to conform to the current
year presentation. In prior years, the company presented it financial statements
as a development stage enterprise.

The Company consists of one reportable business segment.

All revenue reported is from external  customers in Canada. All of the Company's
assets are located in the United States, except for its' property and equipment,
which is located in Canada.

The majority of the company's  cash flows  (revenues and expenses) are in United
States Dollars.  Accordingly,  the company's  functional  currency is the United
States Dollar.

Note 2 - Basis of Presentation - Going Concern
----------------------------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles in the United States of America,  which
contemplates  continuation  of the  Company  as a going  concern.  However,  the
Company has insufficient  working capital and continued  operating  losses,  and
therefore may be forced to discontinue operations.  This fact raises substantial
doubt about the  Company's  ability to continue as a going  concern.  Management
plans to raise additional capital to complete its business plan.

Note 3 - Recent Accounting Pronouncements
-----------------------------------------

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities."  It  requires  existing  unconsolidated  variable
interest  entities (VIE's) to be consolidated by their primary  beneficiaries if
the entities do not effectively  disperse risks among the parties  involved.  It
applies  immediately  to VIE's  created  after  January 31, 2003 and to VIE's in
which an enterprise holds a variable  interest that was acquired before February
1, 2003, the  Interpretation  applies for periods beginning after June 15, 2003.
In  December  2003,  the  FASB  reissued  Interpretation  No.  46  with  certain
modifications  and   clarifications  for  certain  VIE's.  The  Company  has  no
unconsolidated  VIE's and therefore its financial  statements  are in compliance
with the requirements of Interpretation No. 46.

In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging Activities",  which amends and clarifies the
accounting  guidance on certain derivative  instruments and hedging  activities.
SFAS 149 is generally  effective  for contracts  entered into or modified  after
June 30, 2003 and hedging  relationships  designated  after June 30,  2003.  The
adoption of this  statement  did not impact the  Company's  financial  position,
results of operations, or cash flows.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  SFAS 150
establishes  standards for how an issuer of equity  (including the equity shares
of any entity  whose  financial  statements  are  included  in the  consolidated
financial  statements)  classifies  and  measures on its balance  sheet  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
150 is effective for

                                       F-9
financial  instruments  entered  into or  modified  after  May 31,  2003 and for
existing  financial  instruments  after  July  1,  2003.  The  adoption  of this
statement  did  not  impact  the  Company's  financial   position,   results  of
operations, or cash flows.

Note 4 - Property and Equipment
-------------------------------

Components of property and equipment consist of:
Depreciation
                                                                             Rate
                                        Accumulated         Net              and
                           Cost        Depreciation       Amount            Method
                       -------------   -------------   -------------   ----------------
Year ending
  March 31, 2004 -
   Maintenance                                                            Straight Line
     equipment         $        430    $        172    $        258         5 Years
Year ending
  March 31, 2003 -
   Maintenance                                                            Straight Line
     equipment         $        430    $         86    $        344         5 Years
Depreciation has been provided in amounts sufficient to recover asset costs over
their estimated useful lives. All components of property and equipment are being
depreciated or amortized.

Note 5 - Equity
---------------

The Company issued  6,000,000 shares of its common stock during July 2001 to its
sole shareholder for management  services.  Additional  paid-in capital totaling
$2,316  has  been  contributed,  consisting  of $500 in  cash,  the  payment  of
incorporation costs of $766, and rent expense incurred of $1,050.

In January of 2003,  the  company  sold  1,325,000  shares of common  stock in a
private offering for $13,250.

As  described  in  notes  8 and  9,  during  the  year  ended  March  31,  2004,
shareholders contributed additional paid-in capital totaling $14,359.

Note 6 - Income Taxes
---------------------

The Company is subject to US and Canadian  federal income taxes. The Company has
had no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
carryforwards. The Company's deferred tax assets

                                      F-10
are offset by a valuation allowance due to the uncertainty of the realization of
the net operating loss  carryforwards.  Net operating loss  carryforwards may be
further limited by a change in company ownership and other provisions of the tax
laws.

The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
Estimated
                 Estimated                     Tax
                    NOL           NOL        Benefit        Valuation        Net Tax
Year Ending     Carryforward    Expires     from NOL        Allowance        Benefit
-----------   ---------------   -------   -------------   -------------   -------------
2002       $         250       2022    $         95    $        (95)   $         --
   2003               7,500       2023           2,850          (2,850)             --
   2003              16,500       2024           6,720          (6,720)             --
              ---------------   -------   -------------   -------------   -------------
   Total      $      24,250               $      9,215    $     (9,215)   $         --
              ===============   =======   =============   =============   =============
Taxes at the statutory rate are reconciled to the Company's actual income taxes
as follows:

Canadian and US Federal income taxes at statutory rate         38%
Valuation allowance                                           (38%)
                                                         -----------------
Actual income tax rate                                         --
                                                         =================

Note 7 - Commitments and Contingencies (Related parties)
--------------------------------------------------------

The Company has entered into two office  rental  agreements  for renting  office
space in  California  commencing  July 1, 2001  through  June 30,  2005 from its
President  for $100 per month and from  January 1, 2002 through June 30, 2005 in
Canada for $50 per month from the President's brother. The rental agreements are
subject to early  termination by the Company provided notice and required rental
payments are made.

Future base rent  commitments  during the years ended March 31 under these lease
agreements are summarized as follows:

                             2004                   1,800
                             2005                     450

Note 8 - Related Party Transactions
-----------------------------------

The Company has  property  management  contracts  with its  president  for three
properties.  Income from these contracts was $1,800 for the year ended March 31,
2004, for which there is no amount due at March 31, 2004 and March 31, 2003.

                                      F-11
Accounts payable, related parties, consists of monies advanced to the Company by
its President and his brother.  The advances have no specific payment terms, and
interest is accrued at 5%pa.  On March 31, 2004,  the  President and his brother
were owed $5,359.  The President and his brother agreed to forgive $4,359 of the
debt, and this amount has been recorded as contributed capital to the Company.

Note 9 - Line of Credit
-----------------------

On March 1, 2003, the Company entered into a Loan Facility  Agreement with White
Sands,  Inc.,  a Nevis  corporation  of which  the  Company's  president  is the
beneficial  owner. The Loan Facility  Agreement  established a $50,000 unsecured
line of credit from which the  Company may borrow up to $50,000  upon seven days
written  notice to White Sands,  Inc. All sums drawn down,  if any,  will accrue
interest of 8% per annum and all amounts owing plus interest accrued are payable
on demand by White Sands, Inc. upon 30 days written notice to the Company.

On October 17, 2003, the Company borrowed  $10,000 under the line of credit.  On
March 31,  2004,  White Sands,  Inc.  agreed to forgive the loan and all accrued
interest.  The amount due,  including  accrued  interest,  has been  recorded as
contributed.

                                      F-12