INDEPENDENT AUDITORS’ REPORT

To the Board of Managers

Pennsylvania Society of Sons of the Revolution

Philadelphia, Pennsylvania

We have audited the accompanying statement of financial position of PENNSYLVANIA SOCIETY OF SONS OF THE REVOLUTION (a Pennsylvania not-for-profit corporation) (the "Society") as of December 31, 1999, and the related statements of activities, and cash flows for the year then ended.  These financial statements are the responsibility of the Society’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.  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 presentation.  We believe that our audit provides 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 PENNSYLVANIA SOCIETY OF SONS OF THE REVOLUTION as of December 31, 1999, and the changes in its net assets and its cash flows for the year then ended in conformity with generally accepted accounting principles.

ZELENKOFSKE AXELROD LLC

Jenkintown, Pennsylvania

April 7, 2000