Exhibit 14.7

COMUNICACIONES CELULARES, S.A.

Audit
Report of the Financial Statements as of December 31, 2003, 2002, 2001
and Independent Auditor's Opinion

Contents of the Audit Report

|                                                   |  | Page  
|-------------------------------------------------- |  | ------
|Independent Auditors' Opinion                      |  | 1     
|Financial statements:                              |  |       
|-    Balance sheets                                |  | 2     
|-    Statements of income                          |  | 3     
|-    Statements of changes in shareholders' equity |  | 4     
|-    Statements of cash flows                      |  | 5 - 6 
|Notes to the financial statements                  |  | 7 - 21

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
Comunicaciones Celulares, S.A.

We have audited the accompanying balance sheet ofCOMUNICACIONES CELULARES, S.A., as of December 31, 2003
and 2002, and the related statements of income, shareholders' equity and cash flow for the year ended December 31, 2003, 2002 and 2001. These Financial Statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audits.

We
conducted our audits in accordance with the Generally Accepted Auditing Standards in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance as to whether the Financial Statements are free of material misstatements. 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 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 ofCOMUNICACIONES CELULARES,
S.A., as of December 31, 2003 and 2002, and the result of its operations, the shareholders' equity and the cash flow for the year ended December 31, 2003, 2002
and 2001, in conformity with International Financial Reporting Standards (IFRS).

IFRS
vary in certain respect from accounting principles generally accepted in the United States ("U.S. GAAP"). The application of U.S. GAAP referred to in Note 17 would have
affected the determination of net income and the shareholders' equity as of and for the years ended December 31, 2003, 2002 and 2001, to the extent summarized in Note 17 to the
consolidated financial statements.

These
financial statements have been translated into English solely for the convenience of the readers of this language.

|BDO AUDITORES Y CONSULTORES, S.A.                              |  | 
|-------------------------------------------------------------- |  | 
|/s/MARIO RODOLFO DOMINGUEZLic. Mario Rodolfo Dominguez
Partner |  | 
|Guatemala City,
March 14, 2004                                 |  | 

Exh 14.7-1

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COMUNICACIONES CELULARES, S.A.BALANCE SHEETS AS OF DECEMBER 31, 2003, 2002  (All amounts in thousands of QuetzalsNote 2)

|                                                                              |  | NOTES |  | 2003 |           | 2002
|----------------------------------------------------------------------------- |  | ----- |  | ---- | --------- | ----
|ASSETS                                                                        |  |       |  |      |           |     
|NON CURRENT ASSETS:                                                           |  |       |  |      |           |     
|Intangible assets                                                             |  | 2,3   |  | Q    | 75,264    |     
|Property, plant and equipment net                                             |  | 2,4   |  |      | 751,281   |     
|Investments in associate company                                              |  | 2,5   |  |      | 19,540    |     
|Other assets                                                                  |  |       |  |      | 1,222     |     
|                                                                              |  |       |  |      |           |     
|Total non current assets                                                      |  |       |  |      | 847,307   |     
|                                                                              |  |       |  |      |           |     
|CURRENT ASSETS:                                                               |  |       |  |      |           |     
|Inventories                                                                   |  | 2,6   |  |      | 28,749    |     
|Accounts receivablenet                                                       |  | 2,7   |  |      | 143,766   |     
|Related parties                                                               |  | 8     |  |      | 2,478     |     
|Prepaid expenses                                                              |  |       |  |      | 28,976    |     
|Cash                                                                          |  | 9     |  |      | 142,527   |     
|Deferred free phone cost                                                      |  | 2     |  |      | 42,472    |     
|Other current assets                                                          |  |       |  |      | 64,440    |     
|                                                                              |  |       |  |      |           |     
|Total current assets                                                          |  |       |  |      | 453,408   |     
|                                                                              |  |       |  |      |           |     
|TOTAL                                                                         |  |       |  | Q    | 1,300,715 |     
|                                                                              |  |       |  |      |           |     
|SHAREHOLDERS' EQUITY AND LIABILITIES                                          |  |       |  |      |           |     
|SHAREHOLDERS' EQUITY:                                                         |  |       |  |      |           |     
|Authorized, subscribed and paid-in capital, 500 common shares of Q50,000 each |  |       |  | Q    | 25,000    |     
|Legal reserve                                                                 |  | 12    |  |      | 23,568    |     
|Retained earnings                                                             |  | 12    |  |      | 593,952   |     
|                                                                              |  |       |  |      |           |     
|Total shareholders' equity                                                    |  |       |  |      | 642,520   |     
|                                                                              |  |       |  |      |           |     
|NON CURRENT LIABILITIES:                                                      |  |       |  |      |           |     
|Long-term bank loans                                                          |  | 10    |  |      | 320,000   |     
|Deferred income tax                                                           |  | 11    |  |      | 146,990   |     
|                                                                              |  |       |  |      |           |     
|Total non current liabilities                                                 |  |       |  |      | 466,990   |     
|                                                                              |  |       |  |      |           |     
|CURRENT LIABILITIES:                                                          |  |       |  |      |           |     
|Accounts payable and accrued liabilities                                      |  |       |  |      | 103,137   |     
|Bank loans                                                                    |  | 10    |  |      |           |     
|Taxes payable                                                                 |  |       |  |      | 41,450    |     
|Other provisions                                                              |  |       |  |      | 13,926    |     
|Related parties                                                               |  | 8     |  |      | 6,276     |     
|Income received not earned (prepayment-cards)                                 |  | 2     |  |      | 26,416    |     
|                                                                              |  |       |  |      |           |     
|Total current liabilities                                                     |  |       |  |      | 191,205   |     
|                                                                              |  |       |  |      |           |     
|CONTINGENCIES                                                                 |  | 13    |  |      |           |     
|TOTAL                                                                         |  |       |  | Q    | 1,300,715 |     
|                                                                              |  |       |  |      |           |     

The
attached notes, 1 to 17, are an integral part of the financial statements.

Exh 14.7-2

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COMUNICACIONES CELULARES, S.A.STATEMENTS OF INCOME  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002, 2001  (All amounts in thousands of QuetzalsNote 2)

|                                                                   |  | NOTES |  | 2003 |           | 2002 |   | 2001     |  
|------------------------------------------------------------------ |  | ----- |  | ---- | --------- | ---- | - | -------- | -
|Revenue                                                            |  | 2     |  |      |           |      |   |          |  
|Cellular mobile telephone services                                 |  |       |  | Q    | 1,103     |      | Q | 5,590    |  
|Subscription services                                              |  |       |  |      | 224,864   |      |   | 254,890  |  
|Sale of air time post-payment                                      |  |       |  |      | 170,837   |      |   | 176,421  |  
|Sale of operators                                                  |  |       |  |      | 276,122   |      |   | 190,989  |  
|Sale of air time pre-payment                                       |  |       |  |      | 307,618   |      |   | 215,840  |  
|Sale of telephone equipment                                        |  |       |  |      | 108,733   |      |   | 77,416   |  
|Participations in investment in associate company Navega.com, S.A. |  |       |  |      | 5,472     |      |   | 2,454    |  
|Other sales                                                        |  |       |  |      | 40,159    |      |   | 37,516   |  
|                                                                   |  |       |  |      |           |      |   |          |  
|Total Revenue                                                      |  |       |  |      | 1,134,908 |      |   | 961,116  |  
|Cost of sales                                                      |  |       |  |      | (239,793  | )    |   | (214,997 | )
|                                                                   |  |       |  |      |           |      |   |          |  
|Gross margin                                                       |  |       |  |      | 895,115   |      |   | 746,119  |  
|                                                                   |  |       |  |      |           |      |   |          |  
|OPERATING EXPENSES:                                                |  |       |  |      |           |      |   |          |  
|Advertising and promotion                                          |  |       |  |      | (27,138   | )    |   | (40,015  | )
|Phone subsidies/amortization                                       |  |       |  |      | (80,243   | )    |   | (105,373 | )
|Dealer commissions                                                 |  |       |  |      | (83,154   | )    |   | (48,236  | )
|Personnel costs                                                    |  |       |  |      | (52,662   | )    |   | (61,751  | )
|Other costs                                                        |  |       |  |      | (87,955   | )    |   | (97,154  | )
|Depreciation and amortization                                      |  |       |  |      | (157,565  | )    |   | (147,502 | )
|                                                                   |  |       |  |      |           |      |   |          |  
|Total operating expenses                                           |  |       |  |      | (488,717  | )    |   | (500,031 | )
|                                                                   |  |       |  |      |           |      |   |          |  
|Operating income                                                   |  |       |  |      | 406,398   |      |   | 246,088  |  
|                                                                   |  |       |  |      |           |      |   |          |  
|OTHER EXPENSES AND PRODUCTS:                                       |  |       |  |      |           |      |   |          |  
|Gain (loss) in sale of assets                                      |  |       |  |      | 51        |      |   | (3,166   | )
|Interest gain and other                                            |  |       |  |      | 5,871     |      |   | 3,046    |  
|Interest expenses                                                  |  |       |  |      | (28,823   | )    |   | (41,401  | )
|Exchange currency (loss)/gain                                      |  |       |  |      | (6,231    | )    |   | 9,532    |  
|                                                                   |  |       |  |      |           |      |   |          |  
|Total other expenses and products                                  |  |       |  |      | (29,132   | )    |   | (31,989  | )
|                                                                   |  |       |  |      |           |      |   |          |  
|INCOME BEFORE TAX                                                  |  |       |  |      | 377,266   |      |   | 214,099  |  
|INCOME TAX                                                         |  | 11    |  |      | (110,203  | )    |   | (67,299  | )
|                                                                   |  |       |  |      |           |      |   |          |  
|NET INCOME                                                         |  |       |  | Q    | 267,063   |      | Q | 146,800  |  
|                                                                   |  |       |  |      |           |      |   |          |  

The
attached notes, 1 to 17, are an integral part of the financial statements.

Exh 14.7-3

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COMUNICACIONES CELULARES, S.A.STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002, 2001  (All amounts in thousands of QuetzalsNote
2)

|                                |  | PAID-IN
CAPITAL |        | LEGAL
RESERVE |   | RETAINED
EARNINGS |   | TOTAL |         
|------------------------------- |  | --------------- | ------ | ------------- | - | ----------------- | - | ----- | --------
|Balance as of December 31, 2000 |  | Q               | 25,000 |               | Q | 4,099             |   | Q     | 291,767 
|Net Income of the period        |  |                 |        |               |   |                   |   |       | 101,921 
|Transfer to the legal reserve   |  |                 |        |               |   | (365              | ) |       | 365     
|                                |  |                 |        |               |   |                   |   |       |         
|Balance as of December 31, 2001 |  | Q               | 25,000 |               | Q | 3,734             |   | Q     | 394,053 
|Net Income of the period        |  |                 |        |               |   |                   |   |       | 146,800 
|Transfer to the legal reserve   |  |                 |        |               |   | 8,110             |   |       | (8,110  
|Dividends payments              |  |                 |        |               |   |                   |   |       | (39,994 
|                                |  |                 |        |               |   |                   |   |       |         
|Balance as of December 31, 2002 |  | Q               | 25,000 |               | Q | 11,844            |   | Q     | 492,749 
|Net Income of the period        |  |                 |        |               |   |                   |   |       | 267,063 
|Transfer to the legal reserve   |  |                 |        |               |   | 11,724            |   |       | (11,724 
|Dividends payments              |  |                 |        |               |   |                   |   |       | (154,136
|                                |  |                 |        |               |   |                   |   |       |         
|Balance as of December 31, 2003 |  | Q               | 25,000 |               | Q | 23,568            |   | Q     | 593,952 
|                                |  |                 |        |               |   |                   |   |       |         

The
attached notes, 1 to 17, are an integral part of the financial statements.

Exh 14.7-4

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COMUNICACIONES CELULARES, S.A.STATEMENTS OF CASH FLOWS  FOR THE YEARS ENDED DECEMBER 31 2003, 2002, 2001  (All amounts in thousands of QuetzalsNote 2)

|                                                                                |                                                                 | 2003 |         | 2002    |   | 2001    |        
|------------------------------------------------------------------------------- | --------------------------------------------------------------- | ---- | ------- | ------- | - | ------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |                                                                 |      |         |         |   |         |        
|                                                                                | Net income                                                      |      | Q       | 267,063 |   | Q       | 146,800
|Entries to reconcile net income with net cash provided by operating activities: |                                                                 |      |         |         |   |         |        
|                                                                                | Depreciation and amortization                                   |      |         | 155,604 |   |         | 166,057
|                                                                                | Severance compensationsnet                                     |      |         | 8       |   |         | 879    
|                                                                                | Provision for bad debtsnet                                     |      |         | 568     |   |         | (6,111 
|                                                                                | Reserve for obsolete inventories                                |      |         | (787    | ) |         | 787    
|                                                                                | Net gain from sales of fixed asset                              |      |         | 38      |   |         | 894    
|                                                                                | Adjustment in deferred income tax                               |      |         | (17,748 | ) |         |        
|                                                                                | Participation in profits of associated companies                |      |         | (5,472  | ) |         | (874   
|Changes in working capital components originated by the movement of cash:       |                                                                 |      |         |         |   |         |        
|                                                                                | Increase in accounts receivable                                 |      |         | (29,915 | ) |         | 695    
|                                                                                | (Increase) decrease in receivable related parties               |      |         | (335    | ) |         | 8,379  
|                                                                                | Decrease (increase) in inventories                              |      |         | 2,112   |   |         | (209   
|                                                                                | (Increase) decrease in pre-paid expenses                        |      |         | (22,151 | ) |         | 354    
|                                                                                | (Increase) decrease in other current assets                     |      |         | (45,565 | ) |         | 972    
|                                                                                | Increase (decrease) in accounts payable and accrued liabilities |      |         | 10,930  |   |         | (10,965
|                                                                                | Increase in deferred income tax                                 |      |         | 27,327  |   |         | 13,802 
|                                                                                | Increase in taxes payable                                       |      |         | 36,752  |   |         | 2,856  
|                                                                                | Increase in income received not earned                          |      |         | 12,905  |   |         |        
|                                                                                | Increase (decrease) in related parties payable                  |      |         | 5,969   |   |         | (70,102
|                                                                                | Decrease in other provisions                                    |      |         | (2,270  | ) |         | (49,819
|                                                                                |                                                                 |      |         |         |   |         |        
|Net cash provided by operating activities                                       |                                                                 |      | 395,033 |         |   | 204,395 |        
|                                                                                |                                                                 |      |         |         |   |         |        
|CARRIED OVER                                                                    |                                                                 | Q    | 395,033 |         | Q | 204,395 |        
|                                                                                |                                                                 |      |         |         |   |         |        

The
attached notes, 1 to 17, are an integral part of the financial statements.

Exh 14.7-5

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|                                                         |                                                 | 2003 |          | 2002     |   | 2001     |         
|-------------------------------------------------------- | ----------------------------------------------- | ---- | -------- | -------- | - | -------- | --------
|BROUGHT FORWARD                                          |                                                 | Q    | 395,033  |          | Q | 204,395  |         
|                                                         |                                                 |      |          |          |   |          |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                                                 |      |          |          |   |          |         
|                                                         | Acquisition of intangible assets                |      |          | (45,769  | ) |          |         
|                                                         | Acquisition of property, plant and equipment    |      |          | (110,173 | ) |          | (155,023
|                                                         | Sale of property, plant and equipment           |      |          | 861      |   |          | 9,470   
|                                                         | Increase (decrease) in other assets             |      |          | (60      | ) |          |         
|                                                         | Increase for participation in stock investments |      |          |          |   |          |         
|                                                         |                                                 |      |          |          |   |          |         
|Net cash used in investing activities                    |                                                 |      | (155,141 | )        |   | (145,553 | )       
|                                                         |                                                 |      |          |          |   |          |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                                                 |      |          |          |   |          |         
|                                                         | Contracting bank loans and notes payable        |      |          | 356,461  |   |          | 359,480 
|                                                         | Payment of bank loans and notes payable         |      |          | (383,472 | ) |          | (310,646
|                                                         | Dividends payments                              |      |          | (154,136 | ) |          | (39,994 
|                                                         |                                                 |      |          |          |   |          |         
|Net cash (used in) provided from financing activities    |                                                 |      | (181,147 | )        |   | 8,840    |         
|                                                         |                                                 |      |          |          |   |          |         
|Exchange rate differentialnet                           |                                                 |      |          |          |   |          |         
|                                                         |                                                 |      |          |          |   |          |         
|NET CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD   |                                                 |      | 58,745   |          |   | 67,682   |         
|CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |                                                 |      | 83,782   |          |   | 16,100   |         
|                                                         |                                                 |      |          |          |   |          |         
|CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR         |                                                 | Q    | 142,527  |          | Q | 83,782   |         
|                                                         |                                                 |      |          |          |   |          |         

The
attached notes, 1 to 17, are an integral part of the financial statements.

Exh 14.7-6

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COMUNICACIONES CELULARES, S.A.NOTES TO THE FINANCIAL STATEMENTS  FOR THE PERIODS ENDED DECEMBER 31, 2003, 2002  (All amounts expressed in thousands of
QuetzalsNote 2)

1.     ORGANIZATION AND OPERATIONS

OrganizationThe Company was organized on November 9, 1989, as a corporation for an indefinite term, under the laws of
the Republic of Guatemala. Its main objective under the charter of incorporation is the delivery of cellular mobile telephone services, within the Republic of Guatemala.

On
January 3, 1990,COMUNICACIONES CELULARES, S.A., (COMCEL)entered into a service delivery contract with EMPRESA GUATEMALTECA DE TELECOMUNICACIONES (GUATEL/PTT), which enables it to exploit cellular mobile telephone services in the Republic of Guatemala.
The original contract conditions have been subject to certain modifications, which establish that the contract term is for 20 extendable years expiring on December 31, 2010, and that it will be
automatically extended for 5-year periods, unless GUATEL proves that COMCEL, S.A. is not meeting the obligations set forth in the contract. The most recent contract modifications establish
that in order to enjoy authorization to exploit the service of cellular mobile telephone services COMCEL, S.A. undertakes to pay GUATEL, beginning on June 1, 2000, an annual share equivalent to
5% of the net profits after paying income taxes, resulting from the delivery of cellular mobile telephone services. The basis for calculating such share shall be a simple legalized copy of the Income
Tax Return filed with the Tributary Administration Superintendence.

During
the period ended December 31, 2003, the company obtained a license whereby it is entitled to the usufruct of Band B for exploitation of mobile cellular telephone services
for a renewable 15 years period. This caused, the original contract entered into with GUATEL and amendments thereto to be void and, consequently, annual participation payment had to be made
until February 2003.

2.     VALUATION AND ACCOUNTING POLICIES

Accounting statementsThe Guatemalan Institute of Certified Public Accountants adopted International Financial Reporting
Standards under resolution published on July 4, 2001. The application of these Standards is mandatory for the presentation of financial statements as of the period beginning January 1,
2002, for companies with a closing date as of December 31, 2002. The financial statements as of December 31, 2003 and 2002 have been prepared in accordance with International Financial
Reporting Standards as published by the International Accounting Standards Board. The financial statements have prepared on the historical cost convention.

The
preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.

The
Board of Directors approved these financial statements on April 14, 2004 for issuance.

Monetary unitThe enclosed financial statements are expressed in thousands of Quetzals (symbol Q) which is the official
currency of Guatemala. On December 19, 2000, Decree 94-2000 Law for Free Negotiation of Currency was enacted and became effective on May 1, 2001. The Decree establishes a
reference rate of exchange for the Quetzal with respect to the United States Dollar, which is calculated and published daily by the bank of Guatemala. Additionally, it contemplates the free
disposition, holding, contracting, remittance, transfer, purchase, sale, collection, and payment of and with currency, and the free holding and management of deposits and accounts in foreign currency.
Unless otherwise

Exh 14.7-7

---



agreed
upon by the parties, the Quetzal will be used as the accounting currency and means of payment in all actions and businesses with monetary content and shall have legal tender powers for debts.
As of December 31, 2003, the reference rate of exchange established by the Bank of Guatemala was approximately Q8.02 per US$1.00. (Q7.75 per US$1.00 as of December 31, 2002 and Q7.95 per
US$1.00 as of December 31, 2001).

Foreign currencyTransactions in foreign currency are recorded at the effective rate of exchange on the dates on which
transactions are made. The availability and obligations in such currency
are re-expressed at the rate of exchange in effect at the closing date. Exchange rate fluctuations are recorded directly as part of the expenditures or financial products.

Intangible assetsFrequency bands are recorded at acquisition cost. Amortization is calculated by the
straight-line method over the term of the concession (15 years) [See Note 3].

Property, plant and equipmentThese assets are valued at cost of acquisition. Normal maintenance and repair expenses are
debited directly to the operating results of the period in which they are incurred. Theses assets are depreciated by the straight-line method, based in the following useful life, estimated
by management:

Buildings

40 yearsFurniture and equipment

5 yearsNetwork equipment

10 yearsComputer equipment

5 yearsVehicles

5 yearsLeasehold improvements

5 yearsLeased assets

10 yearsOther equipment

5 years


Investments in associate companyInvestments in associate company are recorded under the equity method; therefore, as of
December 31, 2003 and 2002 the portion corresponding to the investment in Navega.com, S.A. (45%) was registered, as required by International Financial Reporting Standards.

Revenue recognitionThe Group revenue sources in the consolidated statements of profit and loss comprise the following:



These recurring revenues consist of monthly subscription fees, airtime usage fees, interconnection fees, roaming fees, revenue from the provision of data clearing
services and other telecommunications services such as data services and short message services. Recurring revenues are recognized on an accrual basis, i.e. as the related services are rendered.
Unbilled revenues for airtime usage and subscription fees resulting from services provided from the billing cycle date to the end of each month are estimated and recorded.



Initial connection fees are recognized when charged, i.e. upon initial signing of the contract with customers.



These revenues consist of the sale of handsets and accessories. Revenues from these sales are recognized at the time that the item is delivered to the customer.

Exh 14.7-8

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Prepaid cards allow the forward purchase of a specified amount of airtime by customers. Revenues are recognized as credit is used. Unutilized airtime is carried
in the balance sheet and is included under deferred revenue within other current liabilities.

Cost of salesThe primary cost of sales incurred by the company in relation to the provision of telecommunication services
relate to interconnection costs, roaming cost, frequencies cost, costs of handsets and other accessories sold, and regulator fees. Cost of sales are recorded on an accrual basis.

Deferred free phone costsThese costs correspond to the value of telephones given under comodatocontract
(contract established by Trade Code of the Republic of Guatemala), which are amortized in accordance with their estimated useful life
and at the mandatory term of 18 months established in the contract entered into with users of post-paid cellular mobile telephone services.

InventoriesInventories of cellular phones and accessories for sale are valued at cost of acquisition, which does not exceed
market value, being determined by the first-in first-out method (FIFO).

Value impairment of assetsThe book value of company assets is revised on the date of each balance sheet to determine
indications of productive assets value impairment. Should indications of deterioration exist, the recoverable value of the asset is estimated. Losses for value impairment are recorded when the book
value of the asset or income generating unit exceeds the recoverable value. Losses for impairment must be charged against the results for the period in which they are established. As of
December 31, 2003 and 2002, the company did not record any adjustment for the value impairment of its productive assets.

Severance compensationsCompensation accrued on behalf of company employees, under the Labor Code, must be paid for
unjustified dismissal to employees or to the relatives in case of death. Such compensation is calculated on the basis of one-month's salary plus 1/12 for Christmas bonus and
14th salary bonus for each year of service. The company follows the policy of indemnifying its staff and records a provision in agreement with the Labor Code. As of December 31, 2003, the
average number of employees of the company was 324 (236 as of December 31, 2002).

Advertising and promotionExpenses for these concepts are charged to the results of operations as they are incurred.

Income TaxIncome tax consists of current income taxes estimated over the taxable income for the year recorded in fiscal
accounting books, at the legal rate in effect on the date of the balance sheet. Deferred income taxes represent the amount of taxes payable or receivable in future periods; these taxes arise from
temporary differences between financial assets and liability balances and balances for fiscal purposes, to which the taxable rate in effect on the date of the balance sheet is applied.

Financial instrumentsA financial instrument is any contract that gives rise to both a financial asset of one enterprise and a
financial liability or equity instrument of another enterprise.

Fair
value is defined as the amount at which the instruments could be exchanged in a current transaction between knowledgeable willing parties in an arms length transaction, other than I
a forced or liquidation sale. The carrying value of financial instruments approximate to fair value at December 31, 2003 and 2002.

BorrowingsBorrowings are initially recognized at the proceeds received. Borrowings consist primarily in bank loans bearing
market rates of interest that vary on regular basis. Borrowing cost are expensed as incurred.

Exh 14.7-9

---



Trade receivablesTrade receivables are carried at original invoice amount less provision made for impairment of these
receivables. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original
terms of receivables. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows, discounted at the market
rate of interest for similar borrowers.

OtherThe carrying value of other financial instruments as cash and cash equivalents, accounts receivable and accounts payable
including related parties, approximate to fair value at December 31, 2003 and 2002 due to its short-term nature.

New and revised accounting standardsDuring 2003 and to the date of approval of these financial statements, the International
Accounting Standards Boards ("IASB") released 15 revised standards, including revised IAS 32, IAS 39 and 13 other standards in its "Improvements to International Accounting Standards" publication as
well as International Financial Reporting Standard
2 "Share based payments". The company is currently assessing the impact of these new and revised standards, which will come into force on January 1, 2005.

Cash and cash equivalentsCash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash
flow statements, cash and cash equivalents comprise cash on hand and deposits held at call with banks.

3.     INTANGIBLE ASSET

The integration of this account as of December 31, 2003 and 2002, is given below:

2003

2002Frequency bands

Q
86,640

Q
39,886Less-accumulated amortization


(11,376
)

(6,144
)TOTAL

Q
75,264

Q
33,742


As
stated in Note 1, during the year ended December 31, 2003, the Company was awarded with a 15 year license to exploit Band B frequency for its mobile cellular
telephone service. At the end of this term, this license is extendable for another fifteen year period.

For
the years ended December 31, 2003 and 2002, the Company recorded for these rights amortization expense of Q15,769 and Q.7,977, respectively.

Exh 14.7-10

---



4.     PROPERTY, PLANT AND EQUIPMENT

A detail of the additions, disposals withdrawals and transfers of property, plant and equipment and its accrued depreciation for the period ended
December 31, 2003 and 2002, is shown below:

DESCRIPTION

2002

ADDITIONS

DISPOSALS

TRANSFERS

2003Network equipment

Q
1,064,550

Q
57,352




Q
9,185

Q
1,131,087Computer equipment


68,561


3,473

Q
(206
)




71,828Buildings


4,910











4,910Vehicles


5,882





(710
)




5,172Furniture and equipment


86,488


529


(21
)




86,996Tools


1,093


13








1,106Other equipment


44,147


6,803


(657
)

3,055


53,348Leasehold improvements


25,422


1,343








26,765Promotional telephones


4,452











4,452Leased assets


933








(788
)

145Total depreciable assets


1,306,438


69,513


(1,594
)

11,452


1,385,809Lessaccumulated depreciation


(543,530
)

(147,855
)

771





(690,614
)Depreciated assetsnet


762,908


(78,342
)

(823
)

11,452


695,195Land


899











899Constructions in Process(1)


26,055


42,218





(13,086
)

55,187TOTAL

Q
789,862

Q
(36,124
)
Q
(823
)
Q
(1,634
)
Q
751,281


DESCRIPTION

2001

ADDITIONS

DISPOSALS

TRANSFERS

2002Network equipment

Q
916,547

Q
52,301

Q
(909
)
Q
96,611

Q
1,064,550Computer equipment


63,460


5,658


(557
)




68,561Buildings


4,910











4,910Vehicles


4,928


1,540


(587
)




5,882Furniture and equipment


73,278


11,840


(58
)

1,428


86,488Tools


1,007


86








1,093Other equipment


38,937


4,668





543


44,147Leasehold improvements


20,244


3,748


(4,995
)

6,425


25,422Promotional telephones


4,452











4,452Leased assets


3,942


593


(3,602
)




933Total depreciable assets


1,131,705


80,434


(10,708
)

105,007


1,306,438Lessaccumulated Depreciation


(400,812
)

(143,956
)

1,238





(543,530
)Depreciated assetsnet


730,893


(63,522
)

(9,470
)

105,007


762,908Land


896


3








899Constructions in process(1)


43,992


74,584





(92,521
)

26,055TOTAL

Q
775,781

Q
11,065

Q
(9,470
)
Q
12,486

Q
789,862


---

For
the years ended December 31, 2003 and 2002, the Company recorded depreciation expense of Q152,333 and Q147,197, respectively.

Exh 14.7-11

---



5.     INVESTMENTS IN ASSOCIATE COMPANY

The integration of investments as of December 31, 2003 and 2002, is shown below:

Participation in
Capital Stock

2003

2002Navega.Com, S.A.

45%

Q
19,540

Q
14,068TOTAL



Q
19,540

Q
14,068


6.     INVENTORIES

The integration of inventories as of December 31, 2003 and 2002, is given below:

2003

2002Cellular telephones

Q
26,654

Q
28,068Accessories for cellular telephones


596


1,271"Amigo" cards


1,247


958Assets for lease


76


388Free PC's accessories on consignment


21


21Other inventories


155


155TOTAL

Q
28,749

Q
30,861


7.     ACCOUNTS RECEIVABLE

A detail of accounts receivable as of December 31, 2003 and 2002, is shown below:

2003

2002Accounts receivable:Accounts receivable own subscribers

Q
53,326

Q
64,282Accounts receivable operators


79,236


31,046Accounts receivable dealers


5,620


2,955Accounts receivable other


183


1,201Accrued income


14,291


18,782Sub-total


152,656


118,266Lessbad debt provision


(8,890
)

(4,609
)TOTAL

Q
143,766

Q
113,657


Exh 14.7-12

---



8.     RELATED PARTIES

The integration of balances with related parties as of December 31, 2003 and 2002, is shown below:

2003

2002DEBTOR BALANCES:Millicom International Cellular, S.A.




Q
15Celtel Honduras

Q
86Navega.com, S.A.


2,217


2,128Telecel Paraguay


175TOTAL

Q
2,478

Q
2,143CREDITOR BALANCES:Movitel, S.A.

Q
5,356

Q
28Extelcom, S.A.


6


2,849Celtel Honduras


696


219Telemovil de El Salvador, S.A.





88Millicom Internacional Cellular, S.A.


201Telecel Paraguay


17TOTAL

Q
6,276

Q
3,184


These
balances correspond to affiliated companies of Millicom International Cellular, S.A. (the same headoffice of Comcel), which have transactions with COMCEL as disclosed.

During
the period ended December 31, 2003, Movitel, S.A. and Extelcom, S.A. rendered personnel services to Comunicaciones Celulares, S.A. amounting to Q36,843 and Q323
respectively (Q658, and Q38,750 as of December 31, 2002 respectively). Also, Navega.com, S.A. invoiced services for utilization
of optic fiber for voice lines, video and data channels amounting to Q27,785 (Q21,700 as of December 31, 2002).

9.     CASH

An integration of cash as of December 31, 2003 and 2002, is shown below:

2003

2002Petty cash

Q
53

Q
167Monetary and saving deposits in local currency


38,613


51,262Monetary and saving deposits in US$


27,671


32,353Time deposits in US$


76,190TOTAL

Q
142,527

Q
83,782


Exh 14.7-13

---



10.   BANK LOANS

Bank loans as of December 31, 2003, correspond to a pool loan hired with local financial institutions. The loan is managed by Banco G&T Continental, S.A.,
has unsecured guaranty and earns interest at the rate of 8% annually. The term is seven years expiring on September 7, 2010 and consecutive bi-annual amortizations to principal of
Q33,333 each, beginning in March 2005 and the balance at expiration should be paid.

Major
restrictions are as follows:



As
of December 31, 2002, the loans obtained from local and foreign banking and financial institutions are guaranteed with unsecured and earned interest, which for local loans
ranged between 10% and 22% annually, and for foreign loans between 3.81% and 10.5%

Exh 14.7-14

---



A
detail of loans as of December 31, 2003 and 2002, is given below:

2003

2002LOCAL LOANS:Banco Industrial, S.A.

Q
100,000

Q
75,340Banco del Café, S.A.


45,000


41,600Banco Internacional, S.A.





15,279Banco Agromercantil, S.A.


27,778


15,912Banco Uno, S.A.


11,111


17,000Banco Reformador, S.A.


13,889Banco G&T Continental, S.A.


75,000


32,900Banco de Occidente, S.A.


23,000Financiera de Occidente, S.A.


2,000Citibank, S.A.





26,850Banco de América Central, S.A.





17,066Banco de Exportación, S.A.


22,222Total local loans


320,000


241,947FOREIGN LOANS:GTC Bank





31,030Abn Amro Bank, N.V.





14,380Westrust Bank





13,963Banque Invik, S.A.





43,242Total foreign loans





102,615TOTAL BANKS LOANS


320,000


344,562Less-portion classified as long term

Q
320,000


(280,977
)PORTION CLASSIFIED AS SHORT-TERM




Q
63,585


11.   DEFERRED INCOME TAX

As mentioned in Note 2 "Accounting Policies", the presentation of financial statements beginning on January 1, 2002, must follow International
Financial Reporting Standards; such standards require that income taxes for the current period be recorded with respect to the fiscal income established in accordance with the Income Tax Law in effect
and the respective tax on earnings payable in future periods (deferred income tax) related with temporary taxable differences that arise between the figures established under these standards and the
figures established in accordance with legal requirements set forth in the Income Tax Law.

Exh 14.7-15

---



Reconciliation
entries between profits shown in the statements of results and taxable income to determine income tax for the accounting periods ended December 31, 2003 and 2002,
are shown below:

2003

2002

2001Profit for the period

Q
377,266

Q
214,099

Q
180,017(+)

Non deductible expenses


121


4,716


188(-)

Exempt income


(3,184
)

(1,088
)

(1,279
)(-)

Re-investment of profits in equipment


(16,169
)

(7,914
)

(3,335
)(-)

Reinvestment of profits in training programs


(16,169
)

(7,914
)

(3,335
)Taxable income


341,865


201,899


172,256Income Tax


110,203


67,299


78,096Total income tax for the period Effective rate


29
%

31
%

43
%Current income tax


90,226


45,283


19,106Deferred income tax


19,977


22,016


58,990Total income tax

Q
110,203

Q
67,299

Q
78,096


Temporary
components of asset and liability accounts considered in the determination of accumulated deferred income taxes, are as follows:

2003
Deferred Tax

2002
Deferred TaxAsset

Liability

Asset

LiabilityDepreciation of property, plant and equipment




Q
135,005




Q
117,112Capitalization of transmission and communications equipment





1,252





1,252Accumulated income receivable for unclosed cycles





4,431





6,149Deferred free phone costs





13,167





12,558Reserve for slow moving inventories







Q
244Adjustment to the provision for bad debts

Q
176Adjustment for exchange differential in short-term investments in US$


197Provision of high risk fiscal contingencies for the year 2000


3,102Reversion of amortization of frequencies over a very short period of time





4,798Income received not earned


8,188





4,188TOTAL

Q
11,663


158,653

Q
4,432


137,071Deferred income taxliabilities




Q
146,990





132,639


12.   LEGAL RESERVE AND RETAINED EARNINGS

Legal reserveThe Code of Commerce of the Republic of Guatemala establishes that from the net profits of each year
corporations must set aside 5% to constitute the legal reserve, which may not be distributed among shareholders until the liquidation of the corporation. However, it may be converted into capital
stock when it exceeds 15% of the capital at the end of the immediately preceding period.

Exh 14.7-16

---



Retained earningsThe Income Tax Law and its Regulations establish that dividends paid or credited to the account of foreign
shareholders on profits obtained prior to June 30, 1997, are subject to a withholding of 12.5% as definite payment of the income tax. Dividends paid on profits obtained starting from
July 1, 1997, are exempt from such tax, if it can be proven that the entity distributing them has paid the corresponding tax in agreement with this Law.

Further,
the Law on Fiscal Revenue Stamps and Special Stamped Paper for Attorneys at Law Records, establishes that vouchers supporting the payment of dividends are subject to 3% tax on
the value of such dividends.

13.   CONTINGENCIES

As of December 31, 2003, the following legal and administrative proceedings are pending resolution:



Exh 14.7-17

---







14.   FISCAL SITUATION

The last fiscal revision undertaken by the Tax Administration covered company operations for the period ended December 31, 2000.

According
to the Tax Code, the Tax Administration has four years to examine company operations.

Exh 14.7-18

---



15.   CONTRACTS AND COMMITMENTS

|CONTRACT PARTIES                                                                                                    |  | DATE               |  | OBJECTIVE                                                                                                                                                                                                                                                    |  | EXPIRATION                                                                                                |  | TERM                                                                                                                
|------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|Navega.com, S.A. (sublessee) and Comcel, S.A. (sublessor), by mean of three contracts with similar characteristics. |  | September 26, 2002 |  | Sublessor gives under lease to sublessee, 45 sites at different locations in the capital city and other parts of the Republic. Utilization of this land is exclusively to install racks and cabinets containing
telecommunications equipment and accessories |  | Extendible term for yearly periods unless 30 day notice is given stating intention to terminate the term. |  | 24 months, beginning on October 1, 2002                                                                             
|Miscellaneous agreements with operators                                                                             |  | Several            |  | The Company has signed agreements with local and foreign operators for local and long distance interconnection service delivery.                                                                                                                             |  | Several                                                                                                   |  | Several                                                                                                             
|Ericsson (supplier) and Comcel, S.A. (Client)                                                                       |  |                    |  | Purchase of GSM technology transmission equipment, for 300 radio bases to be located throughout the country. The amount agreed upon for this stage with Erickson is US$12,369.                                                                               |  | 2 years                                                                                                   |  | 2 years beginning December 15, 2004                                                                                 
|Comunicaciones celulares, S.A. (Client) and Navega.com, S.A. (supplier)                                             |  | May 18, 2001       |  | Communication service delivery by means of linkages between remote sites through networks.                                                                                                                                                                   |  | The term may be extended for yearly periods unless the client gives 30 days notice otherwise.             |  | 5 years beginning on the date of the contract, or May 18, 2006.                                                     
|Comunicaciones celulares, S.A. (Client) and Navega.com, S.A. (supplier)                                             |  | August 22, 2001    |  | Communications service delivery by means of linkages between remote sites through networks.                                                                                                                                                                  |  | The term may be extended for 6 month periods unless the client gives 30 days notice otherwise.            |  | Six months beginning on the date of installation. Estimated expiration: February 22, 2001                           
|Comunicaciones celulares, S.A. (Client) and Navega.com, S.A. (supplier)                                             |  | May 18, 2001       |  | Communications service delivery by mean of linkages between remote sites through networks.                                                                                                                                                                   |  | Automatic extension every year, unless the client gives 30 days notice otherwise                          |  | The term of the contract is 5 years, beginning on the date of installation. It expires approximately on May 18, 2006
|                                                                                                                    |  |                    |  |                                                                                                                                                                                                                                                              |  |                                                                                                           |  |                                                                                                                     

Exh 14.7-19

---



|Comunicaciones celulares, S.A. (Client) and Navega.com, S.A. (supplier) |  | October 31, 2001 |  | Communications service delivery by mean of linkages between remote sites through networks. |  | Automatic extension every year, unless the client gives 30 days notice otherwise |  | The term of the contract is 1 year, beginning on the date of installation
|----------------------------------------------------------------------- |  | ---------------- |  | ------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|Comunicaciones celulares, S.A. (Client) y Navega.com, S.A. (supplier)   |  | November 5, 2001 |  | Communications service delivery by mean of linkages between remote sites through networks. |  | Automatic extension every year, unless the client gives 30 days notice otherwise |  | The term of the contract is 1 year, beginning on the date of installation

At December 31, 2003, the Company had the following commitments:

The
Company maintains operating leases on buildings, sites, poles and office equipment. The Company recorded leasing expense of Q.36,600, and Q33,864 in 2003, and 2002. The schedule of
estimated future minimum lease payments is as follows:

20032004

Q
44,7722005


49,2492006


54,1742007


59,5912008 and thereafter


65,551Total

Q
273,337


The
data includes the rental of sites leases (cell sites), the rental of Comcel's main offices and branches, and the rental for dedicated channels (dedicated links to branches and cell
sites given by Navega.com, S.A.). The contracts are not of an obligatory type; this means we can cancel the service of Navega.com, S.A. whenever we want to. In the case of the sites leases, usually
they have a term of 5 obligatory years, but whenever we have had a special case when we have to cancel the job, in 100% of the cases, the contract has been cancelled without any extra fees or legal
consequences.

16.   FINANCIAL STATEMENTS

As mentioned in Note 2 to the financial statements "Accounting Statements", beginning January 1, 2002, financial statements must be prepared in
accordance with International Financial Reporting Standards. Consequently, the financial statements at December 31, 2003 and 2002 ofCOMUNICACIONES CELULARES,
S.A., include certain transactions which, although they had not been recorded as of December 31, 2003 in authorized auxiliary and legal company books, are nevertheless
necessary to present the financial situation, results of operations and cash flows in conformity with the above mentioned standards.

17.   RECONCILIATION TO U.S. GAAP

The financial statements of the Company have been prepared in accordance with IFRS. If the financial statements had been prepared under accounting principles
generally accepted in the United States of America ("U.S. GAAP") the following principal differences would arise:



Exh 14.7-20

---







Reconciliation
of Net Profit for the year:

The
above item gives rise to the following differences in net profit recorded under U.S. GAAP:

Item

2003

2002

2001Net profit for the year reported under IFRS



Q
267,063

Q
146,800

Q
101,921Items (decreasing) increasing reported profit:Recognition of connection fees




3,332


(1,886
)

(1,054
)Recognition of connection costs




(25
)

345


178Tax effect of adjustments recorded under US GAAP




(1,025
)

477


271Net profit under U.S. GAAP



Q
269,345

Q
145,736

Q
101,316


Shareholder's Equity Reconciliation:

2003

2002Shareholders' equity under IFRS

Q
642,520

Q
529,593Items decreasing reported equity:Recognition of connection fees and costs


(327
)

(2,609
)Shareholders' equity under U.S. GAAP

Q
642,193

Q
526,984


Exh 14.7-21

---



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