12. Financial position and Operating results

    1.  Financial Statement

        1.  Conclusion of Auditor report

  For the past 3 years, the company’s financial statements are audited
  by auditor, representative of Sam Nak-Ngan A.M.C. Company Limited. The
  opinion of auditor to Financial Statement as following:

+---------+----------------------+---------------+--------------------+
| Fi      | Auditor’s Name       | Certified     | Auditor’s Opinion  |
| nancial |                      | Public        |                    |
| St      |                      | Auditor       |                    |
| atement |                      | Number        |                    |
+---------+----------------------+---------------+--------------------+
| 2005    | Miss Sukanya         | 5063          | Clean              |
|         | Sutheeprasert        |               |                    |
+---------+----------------------+---------------+--------------------+
| 2004    | Miss Susan           | 4306          | Clean              |
|         | Aiumvanicha          |               |                    |
+---------+----------------------+---------------+--------------------+
| 2003    | Miss Susan           | 4306          | Clean              |
|         | Aiumvanicha          |               |                    |
+---------+----------------------+---------------+--------------------+

2.  Financial Statement’s Table

  Balance Sheets of Group Lease Public Company Limited

  ------------------------------ -------------- -------- ------------ -------- ---------- ------------ -------- --
                                                                               Unit : in                        
                                                                               thousand                         
                                                                               Baht                             

                                 2005                    2004                             2003                  

                                 Amount         %        Amount       %                   Amount       %        

  Assets                                                                                                        

  Current Assets                                                                                                

  Cash and Cash Equivalents      707.25         0.06     975.56       0.12                804.96       0.13     

  Hire-Purchase and Installment  1,019,482.06   89.96    725,682.21   89.02               507,353.54   80.57    
  Sales Receivables-Net                                                                                         

  Financial Lease                -              -        -            -                   255.26       0.04     
  Receivables-Net                                                                                               

  Personal Loan –Net             -              -        222.82       0.03                4,623.96     0.73     

  Other Current Assets           39,078.42      3.45     17,462.62    2.14                11,670.70    1.85     

  Total Current Assets           1,059,267.73   93.47    744,343.21   91.31               524,708.48   83.33    

  Non Current Assets                                                                                            

  Accounts Receivable and Loans  476.62         0.04     629.25       0.08                771.12       0.12     
  to Employees                                                                                                  

  Long-term Investments-Net      2,000.00       0.18     2,000.00     0.24                12,000.00    1.91     

  Property, Plant and            39,935.06      3.52     40,902.81    5.02                42,712.63    6.78     
  Equipment-Net                                                                                                 

  Other Non-Current Assets       31,621.52      2.79     27,299.65    3.35                49,494.38    7.86     

  Total Non Current Assets       74,033.20      6.53     70,831.71    8.69                104,978.13   16.67    

  Total Assets                   1,133,300.93   100.00   815,174.92   100.00              629,686.61   100.00   

  Liabilities                                                                                                   

  Current Liabilities                                                                                           

  Bank Overdraft and Loans from  645,900.56     56.99    418,874.49   51.39               436,098.78   69.26    
  Financial Institutions                                                                                        

  Trade Accounts Payable         314.05         0.03     201.93       0.02                90.73        0.01     

  Loans from directors           8,000.00       0.71     -            -                   -            -        

  Other Current Liabilities      50,789.41      4.48     27,058.09    3.32                14,595.79    2.32     

  Total current liabilities      705,004.02     62.21    446,134.51   54.73               450,785.30   71.59    

  Non Current Liabilities                                                                                       

  Cash Guarantee for Damage on   2,000.44       0.18     2,391.39     0.29                6,167.53     0.98     
  Hire-Purchase Contracts                                                                                       

  Total non current liabilities  2,000.44       0.18     2,391.39     0.29                6,167.53     0.98     

  Total Liabilities              707,004.46     62.38    448,525.90   55.02               456,952.83   72.57    

  Shareholders’ Equity                                                                                          

  Registered and paid up         225,000.00     19.85    225,000.00   27.60                                     
  45,00,000 ordinary shares of                                                                                  
  Baht 5.00 each                                                                                                

  Registered and paid up                                                                  100,000.00   15.88    
  10,00,000 ordinary shares of                                                                                  
  Baht 10.00 each                                                                                               

  Premiums on Share Capital      78,000.00      6.88     78,000.00    9.57                                      

  Retained earnings                                                                                             

  Appropriated- Legal Reserve    14,149.02      1.25     10,239.41    1.26                10,239.41    1.63     

  Unappropriated                 109,147.44     9.63     53,409.61    6.55                62,494.38    9.92     

  Total Shareholders’ Equity     426,296.47     37.62    366,649.02   44.98               172,733.78   27.43    

  Total Liabilities and          1,133,300.93   100.00   815,174.92   100.00              629,686.61   100.00   
  Shareholders’ Equity                                                                                          
  ------------------------------ -------------- -------- ------------ -------- ---------- ------------ -------- --

  Income Statements of Group Lease Public Company Limited

  ------------------------- ------------- -------- ------------- -------- -------------- ---------
                                                                          Unit : in      
                                                                          thousand Baht  

                            2005                   2004                   2003           

                            Amount        %        Amount        %        Amount         %

  Revenues                                                                                

  Hire-Purchase and         336,332.50    84.60    235,322.07    84.37    214,029.57     82.11
  Installment Sales Income                                                               

  Financial Leases Income   -             -        26.40         0.01     247.26         0.09

  Factoring Contracts       -             -        -             -        10.00          0.00
  Income                                                                                 

  Personal Loan Interest    44.14         0.01     2,156.49      0.77     6,819.16       2.62
  Income                                                                                 

  Other Income              61,187.02     15.39    41,424.89     14.85    39,547.68      15.17

  Total Revenue             397,563.65    100.00   278,929.85    100.00   260,653.67     100.00

  Expenses                                                                                

  Service and               131,578.91    33.10    126,253.18    45.26    75,825.73      29.09
  Administrative Expenses                                                                

  Commission Expenses       -             -        -             -        10,284.25      3.95

  Bad and Doubtful Debts    56,405.59     14.19    12,327.33     4.42     (83,602.14)*   (32.07)

  Loss on Disposal of       65,096.87     16.37    31,354.48     11.24    36,892.23      14.15
  Assets Foreclosed                                                                      

  Loss on Disposal of Other -             -        1,862.50      0.67     87,256.48      33.48
  Assets                                                                                 

  Loss on Disposal of       -             -        -             -        25,558.42      9.81
  Investment in Securities                                                               

  Directors' Remuneration   1,610.00      0.40     2,880.00      1.03     1,430.00       0.55

  Total Expense             254,691.37    64.06    174,677.49    62.62    153,644.98     58.95

  Earning before Interest   142,872.28    35.94    104,252.36    37.38    107,008.69     41.05
  Expense and Corporate                                                                  
  Income Tax                                                                             

  Interest Expense          (29,811.23)   (7.50)   (25,895.35)   (9.28)   (36,276.10)    (13.92)

  Corporate Income Tax      (30,913.61)   (7.78)   (25,441.77)   (9.12)   (23,290.62)    (8.94)

  Earning before            82,147.44     20.66    52,915.24     18.97    47,441.97      18.20
  extra-ordinary items                                                                   

  Extra-ordinary items      -             -        -             -        -              -

  Net Profit                82,147.44     20.66    52,915.24     18.97    47,441.97      18.20

  Weighted average number   1.83                   1.53                   2.37            
  of ordinary shares                                                                     

   Note : *In 2003 The                                                                   
  company sold non                                                                       
  performing loans which                                                                 
  were Accounts                                                                          
  receivable-personal loan,                                                              
  Investments in market                                                                  
  security, Accounts                                                                     
  receivable-financial                                                                   
  leases, and Accounts                                                                   
  receivable-factoring                                                                   
  contracts which are not                                                                
  the core business of the                                                               
  company with amount Baht                                                               
  62.44 million, net                                                                     
  accounting amount equal                                                                
  to Baht 39.13 million.                                                                 
  There was selling                                                                      
  expenses, commission fee,                                                              
  for Baht 10.28 million.                                                                
  The company gained the                                                                 
  profit before tax with                                                                 
  amount Baht 13.03 million                                                              
  on that sale. Before the                                                               
  year 2003 the company                                                                  
  recorded the allowance                                                                 
  for doubtful debt with                                                                 
  amount Baht 136.12                                                                     
  million but it was                                                                     
  reverse in 2003 which                                                                  
  resulted in a deficit of                                                               
  Bad debt and doubtful                                                                  
  debt expense in 2003 with                                                              
  amount Baht 83.60                                                                      
  million. However the                                                                   
  actual amount of the Bad                                                               
  debt and doubtful debt                                                                 
  expense in 2003 is Baht                                                                
  52.52 million.                                                                         
  ------------------------- ------------- -------- ------------- -------- -------------- ---------

  Statements of Cash flows of Group Lease Public Company Limited

  --------------------------------------- -------------- ----- ------ -------------- -------------- ----------
                                                               Unit :                               in
                                                                                                    thousand
                                                                                                    Baht

                                          2005                        2004           2003           

  Cash flows from (used in ) operating                                                              
  activities                                                                                        

  Net earnings for the year               82,147.44                   52,915.24      47,441.97      

  Adjustments to reconcile net earnings                                                             
  for cash received (payments) from                                                                 
  operating activities:                                                                             

  Depreciation                            3,596.01                    3,195.30       3,491.24       

  Ordinary Shares paid as Special Bonuses -                           1,500.00       -              

  Bad and Doubtful Debts                  56,405.59                   12,327.33      (83,602.14)    

  Loss on investments in securities       -                           -              25,558.42      

  Loss on Disposal of Other Assets        -                           1,862.50       87,256.48      

  Loss on Disposal of Assets Foreclosed   65,096.87                   31,354.48      36,892.23      

  Loss on Decline in Value of Assets      2,285.40                    416.06         (2,004.89)     
  Foreclosed (Reversal)                                                                             

  Earnings (loss) from operating          209,281.38                  103,497.70     108,956.90     
  activities before changes in operating                                                            
  assets and liabilities                                                                            

  Decrease (increase) in operating assets                                                           

  (Increase) Decrease in Hire-Purchase    (347,993.42)                (232,130.82)   64,529.94      
  and Installment Sales Receivables                                                                 

  (Increase) Decrease in Financial Lease  -                           3,632.73       47,080.23      
  Receivables                                                                                       

  (Increase) Decrease in Factoring        28.81                       -              25.00          
  Contract Receivables                                                                              

  (Increase) Decrease in Personal Loan    276.18                      3,019.17       11,727.29      
  Receivables                                                                                       

  (Increase) Decrease in Loan             4.26                        86.15          60,200.47      

  (Increase) Decrease in Assets           (69,254.18)                 (33,932.70)    (56,055.63)    
  Foreclosed                                                                                        

  (Increase) Decrease in Deferred Income  (4,292.00)                  22,215.34      23,290.62      
  Tax                                                                                               

  Increase (decrease) in operating                                                                  
  liabilities                                                                                       

  Increase (Decrease) in Trade Accounts   112.13                      111.20         (425.06)       
  Payable                                                                                           

  Increase (Decrease) in Corporate Income 15,227.35                   1,222.70       (4,064.63)     
  Tax Payable                                                                                       

  Increase (Decrease) in Other Current    50.01                       2,670.50       853.66         
  Liabilities                                                                                       

  Increase (Decrease in Other Non-current (390.95)                    (3,776.14)     (7,145.25)     
  Liabilities                                                                                       

  Net cash received (used in) from        (210,568.68)                (130,934.72)   248,206.26     
  operating activities                                                                              

                                                                                                    

  Cash flows from (used in) investing                                                               
  activities                                                                                        

  (Increase) decrease in Long term        -                           10,000.00      (1,999.99)     
  investment                                                                                        

  Purchase of Property, Plant and         (2,648.33)                  (1,496.27)     (1,470.70)     
  Equipment                                                                                         

  Net cash received (used in) from        (2,225.70)                  8,829.60       (2,485.83)     
  investing activities                                                                              

                                                                                                    

  Cash flows (used in) financing                                                                    
  activities                                                                                        

  Increase (decrease) in short term loan  127,150.99                  (17,224.29)    (229,252.71)   
  from financial institution                                                                        

  Increase (decrease) in loans form       8,000.00                    -              (11,780.98)    
  director                                                                                          

  Increase (decrease) in Bill of Exchange 99,875.08                   -              -              

  Cash received from increasing capital   -                           201,500.00     -              

  Dividend paid                           (22,500.00)                 (62,000.00)    (10,000.00)    

  Net cash received (used in) from        212,526.07                  122,275.71     (251,033.68)   
  financing activities                                                                              

                                                                                                    

  Net increase and decrease in cash and   (268.31)                    170.59         (5,313.26)     
  cash equivalents                                                                                  

  Cash and cash equivalents at beginning  975.56                      804.96         6,118.22       
  of the year                                                                                       

  Cash and cash equivalents at end of the 707.25                      975.56         804.96         
  year                                                                                              
  --------------------------------------- -------------- ----- ------ -------------- -------------- ----------

3.  Summary of The Financial Position and Operating Results

  ------------------------------------ ------------ ----------- -----------
                                       2005         2004        2003

  Profitability Ratio                                            

  Yield rate (%)                       38.54%       38.17%      36.89%

  Interest rate (%)                    5.56%        6.06%       6.59%

  Net yield rate (%)                   32.98%       32.11%      30.31%

  Net profit rate (%)                  20.66%       18.97%      18.20%

  Return on equity (%)                 20.72%       19.62%      30.80%

  Efficiency Ratio                                               

  Return on total assets (%)           8.43%        7.32%       6.40%

  Total assets turnover ratio (times)  0.41         0.39        0.35

  Financial Policy Ratio                                         

  Ratio of Liability to Equity (times) 1.66         1.22        2.65

  Ratio of Total receivable to Loan    1.64         1.44        1.05
  from (times)                                                  

  Dividend rate (%)*                   NA.          42.52       130.69%

  Asset Quality Ratio                                           

  Ratio of Allowance for doubtful debt 5.91%        5.11%       9.16%
  to Total receivable (%)                                       

  Ratio of Bad debt to Total           2.69%        3.62%       9.83%
  receivable (%)                                                

  Ratio of Non performing loan to      4.59%        5.50%       11.17%
  Total receivable (%)                                          
  ------------------------------------ ------------ ----------- -----------

2.  Explanation and Analysis of Financial Position and Performance

  The company’s financial statements between 2003-2005 were audited by
  certified public auditor represent of SAM NAK-NGAN A.M.C. Company
  Limited and were disclosed as following

  Operating Performance

  In 2005 Group Lease Public Company Limited operate the service for
  hire purchase motorcycles in Bangkok, boundary, and Ayudhya province.
  The company ceased the service for other financials but concentrated
  more in hire purchase motorcycles, then the main income comes from
  hire purchase motorcycles. The period of installment payment for hire
  purchase motorcycles contract is average about 27 months. During the
  year 2005 the operating performance showed as following.

  Revenues

  There is increasing in total revenue from Baht 278.93 million in 2004
  to Baht 397.56 million in 2005 which increases by Baht 118.63 million
  or 42.53 percentage as following details.

  Revenue from Hire Purchase and Asset Financing is 84.60% of total
  revenue, it increases from Baht 235.32 million to Baht 336.33 million
  by increasing Baht 101.01 million or 42.92% of prior year. The
  company’s major income comes from hire purchase motorcycles.

  Other revenues is 15.39% of total revenue, it increases from Baht
  41.42 million to Baht 61.19 million by increasing Baht 19.76 million
  or 47.71% of prior year.

  Expenses

  Total expense is 64.06% of total revenue, it increases from Baht
  174.68 million in 2004 to Baht 254.69 million in 2005 which increases
  by Baht 80.01 million or 45.81% of prior year.

  Service and Administrative expenses increase from Baht 128.12 million
  to Baht 131.58 million by increasing Baht 3.46 million or 2.70% of
  prior year. Sale promotion expense rose from 39% in 2004 to 46% in
  2005, due to high competition in hire purchase motorcycles industry.

  Bad debts and Doubtful debts

  Bad debts and Doubtful debts increase from Baht 12.33 million in 2004
  to Baht 56.41 million in 2005 which increase by Baht 44.08 million or
  357.57% of prior year. Due to the company has changed the making
  allowance for doubtful debt in the year 2005 to be more suitable to
  the present situation. The company has changed the basis from the year
  2004 where the basis followed the regulation issued by the Bank of
  Thailand no. Thor. Por. Thor. Sor. Nor. Sor. (21) Vor. 453/2545 on the
  subject of assets with no value or unclaimable and doubtfully no value
  or unclaimable to the regulation issued by the Institute of Certified
  Accountants and Auditors of Thailand no. Sor. Nor. 111/2547 on the
  matter relating to making allowance for doubtful debt in consumer
  finance business. According to the present situation have changed
  materially in the increasing amount of debtors and the fluctuation of
  the economy coupled with highly competitive market, as a result the
  company’s provision for doubtful debts increase about Baht 25.09
  million in 2005.

  Loss on sale of repossessed assets

  Loss on sale of repossessed motorcycles increased from Baht 28.95
  million in 2004 to Baht 65.10 million in 2005 which increased by Baht
  36.15 million or 124.88% of prior year. Its average increased from
  Baht 9,500 each in 2004 to Baht 12,000 each in 2005. Sale volume jump
  up from 3,300 units in 2004 to 5,800 units in 2005 due to the
  company’s expand business under high competitive market. Low price of
  down payment and expansion term of installment payment push high cost
  of repossessed motorcycles.

  Interest expense

  Interest expense increased from Baht 25.90 million in 2004 to Baht
  29.81 million in 2005 by increasing Baht 3.92 million or 15.12% of
  prior year. Due to the commercial bank increased in interest loan rate
  in 2005 about 1.00% from previous year.

  Net profit

  Earning before interest expense and income tax (EBIT) increases from
  Baht 104.25 million in 2004 to Baht 142.87 million in 2005 by
  increasing Baht 38.62 million or about 37.04%, and net profit
  increased from Baht 52.92 million in 2004 to Baht 82.15 million in
  2005 by increasing Baht 29.23 million or about 55.24%.

  Profitability Ratio

+-----------------------+--------------+-------------+---+--------------+
|                       |              |             |   |              |
|                       |              |             |   |              |
|                       |              |             | U |              |
|                       |              |             | n |              |
|                       |              |             | i |              |
|                       |              |             | t |              |
|                       |              |             |   |              |
|                       |              |             |   |              |
|                       |              |             | : |              |
|                       |              |             |   |              |
|                       |              |             |   |              |
|                       |              |             | P |              |
|                       |              |             | e |              |
|                       |              |             | r |              |
|                       |              |             | c |              |
|                       |              |             | e |              |
|                       |              |             | n |              |
|                       |              |             | t |              |
|                       |              |             | a |              |
|                       |              |             | g |              |
|                       |              |             | e |              |
+-----------------------+--------------+-------------+---+--------------+
| Effective Interest    | 2005         | 2004        |   | 2003         |
| Rate                  |              |             |   |              |
+-----------------------+--------------+-------------+---+--------------+
|   Yield rate          |   38.54      |   38.17     |   |   36.89      |
+-----------------------+--------------+-------------+---+--------------+
|   Interest rate       |   5.56       |   6.06      |   |   6.59       |
+-----------------------+--------------+-------------+---+--------------+
|   Net yield rate      |   32.98      |   32.11     |   |   30.31      |
+-----------------------+--------------+-------------+---+--------------+

  Adjustment of yield rate in 2005 increases to 38.54% (Effective
  Interest Rate) from 38.17% in 2004 due to the higher in interest rate
  of hire purchase motorcycle industry. According to interest loan rate
  of the commercial bank rose up. However the company’s interest
  expenses decreases from 6.06% per annum in 2004 to 5.56% per annum in
  2005, because of the company issued bill of exchange to be sold to the
  asset management fund with interest rate less than the commercial bank
  loan rate.

  However there is no rules or any regulation to control the ceiling
  interest rate of hire purchase motorcycles. The company can apply the
  new interest rate for new customers upon the competition situation but
  not for the old contracts which have average term of installments at
  27 months. Whereas in 2005 yield rate increases but interest rate
  decreases, result in higher in net yield rate from 32.11% in 2004 to
  32.98% in 2005 by increasing 0.87%. And that increasing affect to the
  increasing in ratio of earning after tax to total revenue from 18.97%
  in 2004 to 20.66% in 2005 by increasing 1.69%.

+-----------------------------------------------------+----------------+
|   Interest rate (MOR) averaged by Bank of Ayudhya   | Percentage     |
+-----------------------------------------------------+----------------+
| 2005                                                |   6.33         |
+-----------------------------------------------------+----------------+
| 2004                                                |   6.00         |
+-----------------------------------------------------+----------------+
| 2003                                                |   6.59         |
+-----------------------------------------------------+----------------+

  Trend of increasing or decreasing in interest rate will affect
  directly to net earning of the company. On the other hand the net
  yield rate of hire purchase motorcycles industry is not depend on any
  rule or regulation so the company can set the appropriate yield rate
  for continuously operation.

  Financial position

  Total assets

  ----------------------------- -------------- -------- ------------ -------- ------------ --------
                                                                              Unit: in     
                                                                              thousand     
                                                                              Baht         

  Asset                         2005                    2004                  2003         

                                Amount         %        Amount       %        Amount       %

  Cash and Cash Equivalents     707.25         0.06     975.56       0.12     804.96       0.13

  Hire-Purchase and Installment 1,019,482.06   89.96    725,682.21   89.02    507,353.54   80.57
  Sales Receivables-Net                                                                    

  Financial Lease               -              -        -            -        255.26       0.04
  Receivables-Net                                                                          

  Personal Loan Receivables-Net -              -        222.82       0.03     4,623.96     0.73

  Other Current Assets          39,078.42      3.45     17,462.62    2.14     11,670.76    1.85

  Accounts Receivable and Loans 476.62         0.04     629.25       0.08     771.12       0.12
  to Employees                                                                             

  Long-Term Investments-Net     2,000.00       0.18     2,000.00     0.24     12,000.00    1.91

  Property, Plant and           39,935.06      3.52     40,902.81    5.02     42,712.63    6.78
  Equipment-Net                                                                            

  Other Non-Current Assets      31,621.52      2.79     27,299.65    3.35     49,494.38    7.86

  Total Assets                  1,133,300.93   100.00   815,174.92   100.00   629,686.61   100.00
  ----------------------------- -------------- -------- ------------ -------- ------------ --------

  Total assets as of December 31, 2005 are amount Baht 1,133.30 million
  which increase from Baht 815.17 million of prior year by Baht 318.13
  million or 39.03%. In the same direction, Hire Purchase and
  Installment Sales Receivables-Net also increase from Baht 725.68
  million of prior year to Baht 1,019.48 million by increasing Baht
  293.80 million or 40.49% due to the operating expansion. In 2005 the
  company expanded hire purchase motorcycle service to the upcountry,
  Ayudhya, its border close to Pathumnani, the old area service. And
  this services’ expansion is good welcomed to the market, Ayudhya.

  In 2005 there was a credit approval for hire purchase motorcycle for
  Baht 1,013.20 million which increases from Baht 724.17 million of year
  2004 by Baht 289.03 million or 39.91%.

  Debts quality and Provision of allowance for doubtful debt.

  The following table is the details of Provision of allowance for
  doubtful debt-Accounts receivable hire purchase in 2005, 2004, and
  2003.

  ----------------- ---------- ---------------------- -------- ----------- ---------- -----------
  Accounts                                                                 (unit :    
  Receivable- Hire                                                         thousand   
  Purchase as of                                                           Baht)      
  December31, 2005                                                                    

  Aging of Accounts Number of  Accounts Receivable    %        Allowance              % Allowance
  Receivable- Hire  Contract   and Accrued Income              for                    for
  Purchase                     after deducting                 doubtful               doubtful
                               Interest income and             debt                   debt
                               installment, VAT,                                      
                               Deposit for loss from                                  
                               customer                                               

  Not exceed one    38,692     967,879.68             89.35    9,678.82               1.00
  installment                                                                         

  Past due 2-3      2,802      62,325.08              5.75     1,246.50               2.00
  installments                                                                        

  Past due 4-6      1,239      26,556.70              2.45     26,556.70              100.00
  installments                                                                        

  Past due 7-12     438        7,683.12               0.71     7,683.12               100.00
  installments                                                                        

  Past due over 12  283        18,827.73              1.74     18,827.73              100.00
  installments                                                                        

  Total             43,454     1,083,272.32           100.00   63,992.87              5.91
  ----------------- ---------- ---------------------- -------- ----------- ---------- -----------

  ----------------- ---------- ----------------------- -------- ----------- ---------- -----------
  Accounts                                                                  (unit :    
  Receivable- Hire                                                          thousand   
  Purchase as of                                                            Baht)      
  December31, 2004                                                                     

  Aging of Accounts Number of  Accounts Receivable and %        Allowance              % Allowance
  Receivable- Hire  Contract   Accrued Income after             for                    for
  Purchase                     deducting Interest               doubtful               doubtful
                               income and installment,          debt                   debt
                               VAT, Deposit for loss                                   
                               from customer                                           

  Not exceed one    28,978     675,685.85              88.45    6,760.06               1.00
  installment                                                                          

  Past due 2-3      2,170      42,717.00               5.59     854.35                 2.00
  installments                                                                         

  Past due 4-6      818        14,350.94               1.88     2,870.21               20.00
  installments                                                                         

  Past due 7-12     364        5,601.20                0.73     2,801.66               50.00
  installments                                                                         

  Past due over 12  498        25,594.78               3.35     25,594.78              100.00
  installments                                                                         

  Total             32,828     763,949.77              100.00   38,881.07              7.59
  ----------------- ---------- ----------------------- -------- ----------- ---------- -----------

  ----------------- ---------- ----------------------- -------- ----------- ---------- -----------
  Accounts                                                                  (unit :    
  Receivable- Hire                                                          thousand   
  Purchase as of                                                            Baht)      
  December31, 2003                                                                     

  Aging of Accounts Number of  Accounts Receivable and %        Allowance              % Allowance
  Receivable- Hire  Contract   Accrued Income after             for                    for
  Purchase                     deducting Interest               doubtful               doubtful
                               income and installment,          debt                   debt
                               VAT, Deposit for loss                                   
                               from customer                                           

  Not exceed one    21,758     452,379.77              81.67    4,536.94               1.00
  installment                                                                          

  Past due 2-3      1,705      34,131.10               6.16     682.66                 2.00
  installments                                                                         

  Past due 4-6      904        17,259.48               3.12     3,452.47               20.00
  installments                                                                         

  Past due 7-12     735        15,758.02               2.84     7,879.34               50.00
  installments                                                                         

  Past due over 12  789        34,359.24               6.20     34,359.24              100.00
  installments                                                                         

  Total             25,891     553,887.61              100.00   50,910.65              9.19
  ----------------- ---------- ----------------------- -------- ----------- ---------- -----------

  Appropriation -Provision of allowance for doubtful debt

  Since the present situation have changed materially in the increasing
  amount of debtors and the fluctuation of the economy coupled with
  highly competitive market, thus the company has changed the making
  allowance for doubtful debt in the year 2005 to be more suitable to
  the present situation. The company has changed the basis from the year
  2004 where the basis followed the regulation issued by the Bank of
  Thailand no. Thor. Por. Thor. Sor. Nor. Sor. (21) Vor. 453/2545 on the
  subject of assets with no value or unclaimable and doubtfully no value
  or unclaimable to the regulation issued by the Institute of Certified
  Accountants and Auditors of Thailand no. Sor. Nor. 111/2547 on the
  matter relating to making allowance for doubtful debt in consumer
  finance business.

  Asset Quality ratio

  As of December 31, 2005 Hire Purchase and Installment Sales
  Receivables- past due not exceeding 1 installment- increases from
  88.45% to 89.35%, past due over 2 - 3 installments increase from 5.59%
  to 5.75%, and past due over 4 installments decreases from 5.96% to
  4.90% in 2004 and 2005 respectively.

  Liabilities

+----------------------------+-------------+------+-----+------------+
|                            |             |      |   U |            |
|                            |             |      | nit |            |
|                            |             |      |   : |            |
|                            |             |      |     |            |
|                            |             |      |  In |            |
|                            |             |      |     |            |
|                            |             |      |  th |            |
|                            |             |      | ous |            |
|                            |             |      | and |            |
|                            |             |      |   B |            |
|                            |             |      | aht |            |
+----------------------------+-------------+------+-----+------------+
| Liabilities                | 2005        | 2004 |     |   2003     |
+----------------------------+-------------+------+-----+------------+
| Liabilities                |             |      |     |            |
+----------------------------+-------------+------+-----+------------+
| Current Liabilities        |             |      |     |            |
+----------------------------+-------------+------+-----+------------+
| Bank overdraft and Short   | 645,900.56  | 41   |     | 436,098.78 |
| term loan                  |             | 8,87 |     |            |
|                            |             | 4.49 |     |            |
+----------------------------+-------------+------+-----+------------+
| Trades accounts payable    | 314.05      | 20   |     | 90.73      |
|                            |             | 1.93 |     |            |
+----------------------------+-------------+------+-----+------------+
| Loan from director         | 8,000.00    | -    |     | -          |
+----------------------------+-------------+------+-----+------------+
| Other current liabilities  | 50,789.41   | 2    |     | 14,595.79  |
|                            |             | 7,05 |     |            |
|                            |             | 8.09 |     |            |
+----------------------------+-------------+------+-----+------------+
| Non current Liabilities    |             |      |     |            |
+----------------------------+-------------+------+-----+------------+
| Deposit for loss from hire | 2,000.44    | 2,39 |     | 6,167.53   |
| purchase contract          |             | 1.39 |     |            |
+----------------------------+-------------+------+-----+------------+
| Total Liabilities          | 707,004.46  | 44   |     | 456,952.83 |
|                            |             | 8,52 |     |            |
|                            |             | 5.90 |     |            |
+----------------------------+-------------+------+-----+------------+

  As of December 31, 2005 the company’s liabilities increase from Baht
  448.53 million in 2004 to Baht 707.00 million in 2005 by increasing
  Baht 258.47 million or about 57.63%, due to the company expand
  business for the period of 2005. The Bank overdraft and Short term
  loan from financial institution increase from Baht 418.87 million to
  Baht 645.90 million by increasing Baht 227.03 million or about 54.20%.

  Shareholders’ Equity

+----------------------------------------+---------+---+-----+---------+
|                                        |         |   |   U |         |
|                                        |         |   | nit |         |
|                                        |         |   |   : |         |
|                                        |         |   |     |         |
|                                        |         |   |  In |         |
|                                        |         |   |     |         |
|                                        |         |   |  th |         |
|                                        |         |   | ous |         |
|                                        |         |   | and |         |
|                                        |         |   |   B |         |
|                                        |         |   | aht |         |
+----------------------------------------+---------+---+-----+---------+
| Shareholders’ Equity                   | 2005    | 2 |     | 2003    |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 4 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Shareholders’ Equity                 |         |   |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Registered 45,000,000 ordinary       |   225   |   |     |         |
|   shares of Baht 5.00 each             | ,000.00 |   |     |         |
|                                        |         | 2 |     |         |
|                                        |         | 2 |     |         |
|                                        |         | 5 |     |         |
|                                        |         | , |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | . |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Registered 10,000,000 ordinary       |         |   |     | 100     |
|   shares of Baht 10.00 each            |         |   |     | ,000.00 |
+----------------------------------------+---------+---+-----+---------+
|   Issued and paid up 45,000,000        |   225   |   |     |         |
|   ordinary shares of Baht 5.00 each    | ,000.00 |   |     |         |
|                                        |         | 2 |     |         |
|                                        |         | 2 |     |         |
|                                        |         | 5 |     |         |
|                                        |         | , |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | . |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Issued and paid up 10,000,000        |         |   |     | 100     |
|   ordinary shares of Baht 10.00 each   |         |   |     | ,000.00 |
+----------------------------------------+---------+---+-----+---------+
|   Premium on ordinary shares           |   78    |   |     |         |
|                                        | ,000.00 |   |     |         |
|                                        |         | 7 |     |         |
|                                        |         | 8 |     |         |
|                                        |         | , |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | . |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 0 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Retained Earnings                    |         |   |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Appropriated-Statutory reserves      |   14    |   |     | 10      |
|                                        | ,149.02 |   |     | ,239.41 |
|                                        |         | 1 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | , |     |         |
|                                        |         | 2 |     |         |
|                                        |         | 3 |     |         |
|                                        |         | 9 |     |         |
|                                        |         | . |     |         |
|                                        |         | 4 |     |         |
|                                        |         | 1 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Unappropriated                       |   109   |   |     | 62      |
|                                        | ,147.44 |   |     | ,494.38 |
|                                        |         | 5 |     |         |
|                                        |         | 3 |     |         |
|                                        |         | , |     |         |
|                                        |         | 4 |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 9 |     |         |
|                                        |         | . |     |         |
|                                        |         | 6 |     |         |
|                                        |         | 1 |     |         |
+----------------------------------------+---------+---+-----+---------+
|   Total Shareholders’ Equity           | 426     | 3 |     | 172     |
|                                        | ,296.47 | 6 |     | ,733.78 |
|                                        |         | 6 |     |         |
|                                        |         | , |     |         |
|                                        |         | 6 |     |         |
|                                        |         | 4 |     |         |
|                                        |         | 9 |     |         |
|                                        |         | . |     |         |
|                                        |         | 0 |     |         |
|                                        |         | 2 |     |         |
+----------------------------------------+---------+---+-----+---------+

  As of December 31, 2005 the shareholders’ equity increases to Baht
  426.30 from previous year Baht 366.65 million by increasing Baht 59.65
  million or about 16.27%, due to the company’s profitability about Baht
  82.15 million and dividend paid amount Baht 22.50 million in 2005.

  Liquidity

  As of December 31, 2005 the company’s total current assets was Baht
  1,059.27 million or 93.47%of total assets. In which include accounts
  receivable amount Baht 1,019.48 million or 89.96% of total assets.
  Total current liabilities are Baht 705.00 million including Baht
  645.90 million of Bank overdraft and Short-term loans from financial
  institution.

  As of December 31, 2004 the company’s total current assets was Baht
  744.34 million or 91.31% of total assets. In which include accounts
  receivable amount Baht 725.90 million or 89.05% of total assets. Total
  current liabilities are Baht 446.13 million including Baht 418.87
  million of Bank overdraft and Short-term loans from financial
  institution.

  Liquidity ratio is 1.50 times and 1.67 times in 2005 and 2004
  respectively. Liquidity ratio of year 2005 is 0.17 time lower than
  prior year, due to the company utilized cash flow to expand business
  for the year period in 2005 and the period of installment payment
  expansion from average 24 months in 2004 to 27 months in 2005.

  Cash flow from operating activities in 2005 illustrated the net cash
  used in operating activities is Baht 210.57 million. Most of the cash
  is used in expanding hire purchase motorcycles with amount Baht 347.99
  million by the way repossessed assets increasing to Baht 69.25
  million. Net cash provided by operating activities before changes in
  operating assets and liabilities is Baht 209.28 million. Corporate
  income taxpayable increases by Baht 15.23 million.

  Cash flow from investing activities in 2005 illustrated the net cash
  used in investing activities is Baht 2.23 million. Cash used in
  investing activities is acquisition of fixed assets with amount Baht
  2.65 million, and received from sale fixed assets and loans to
  employee amount 0.42 million

  Cash flow from financing activities in 2005 illustrated the net cash
  provided by financing activities is Baht 212.53 million by issuing
  bill of exchange to be sold to the assets management fund with amount
  Baht 99.88 million, loan from director amount Baht 8.00 million, and
  increases in bank overdraft and short term loans with amount Baht
  127.15 million. Net cash used in financing activities is dividend paid
  with amount Baht 22.50 million

  In 2005 most of the cash was used in expanding credit line for hire
  purchase motorcycles by sourcing fund from the bank and the assets
  management fund.

  Capital Structure

  The company’s Capital structure illustrated ration of liabilities to
  equity is 1.66 times in 2005 which increase from 1.22 times of 2004.
  That ratio decreases sharply because of the following reasons.

1.  Increasing in outsource funding for expand business in hire purchase
    motorcycles in 2005 which were short term loans such as bank
    overdraft and loan from Bank of Ayudhya. Short term loans were Note
    payable-on call with interest rate equal to MOR per annum which used
    Land and building for collateral. Short term loans increase from
    Baht 418.87 million in 2004 to Baht 546.03 million in 2005 by
    increasing Baht 127.15 million or 30.36%. Bill of exchange sold to
    the asset management fund about Baht 100.00 million with discount
    rate amount 3.60%.

2.  Increasing in capital in 2005 by the company’s net profit after tax
    Baht 82.15 million. That result in increasing total shareholders’
    equity from Baht 366.65 million in 2004 to Baht 426.30 million in
    2005 by Baht 59.65 million or about 16.27%.

  Relation between source and spending of fund, Source of fund comes
  from Bank overdraft, promissory note payable - on call from Bank of
  Ayudhya, and short term loan from bill of exchange sold to the asset
  management fund while a fund is spent for approving credit to hire
  purchase motorcycles which have average term of installment about 27
  months. That illustrated the risk between the period of pay back loan
  and collection debts and the interest rate on loan may be higher while
  interest on debt is fixed. Somehow by classifying as good customer of
  bank over 19 years, bank always gives us financial supports.

  The company also sets the policy to minimize that risk by providing
  appropriated source of fund, which can balance the period for pay
  back, and interest rate related to hire purchases’ term and its
  interest. However there is no rules or regulations from the Bank of
  Thailand to control hire purchase motorcycle business. Excepted the
  Office of Consumer Protection Board regulations, Ministry of Commerce
  which issued regulations to protect consumer for some agreement in
  hire purchase motorcycle contract such as to limited interest rate for
  default customers which can’t be charged more than MOR + 10% per annum
  of Krung Thai Bank etc.

  Whenever, The Government issue regulations to control hire purchase
  motorcycle business, It will be effect to our operation in the future.
  For example, to limit interest rate of hire purchase motorcycle
  contract or limit down payment etc.

  Earning Per Share

  As of December 31, 2005 earning after income tax was Baht 82.15
  million with issued and paid up 45.00 million ordinary shares at par
  value Baht 5.00 each, earning per share was Baht 1.83 (Weighted
  average ordinary share are 45.00 million shares).

  As of December 31, 2004 earning after income tax was Baht 52.92
  million with issued and paid up 45.00 million ordinary shares at par
  value Baht 5.00 each, earning per share was Baht 1.53 (Weighted
  average ordinary share are 34.56 million shares). If calculating by
  outstanding shares as at the end of the year, earning per share will
  be Baht 1.18.

  Earning per share in 2005 increase from Baht 1.53 to Baht 1.83 by
  increasing Baht 0.30 or about 20% per share.

Confirmation for accuracy and completeness of audit fee

Year ended December 31, 2005

Audit fee

Item No. Company Auditor’s name Audit fee

1 Group Lease Public Co., Ltd Miss Sukanya Sutheeprasert 530,000.00

Total Audit Fee 530,000.00

According to above information, it is illustrated

 Accuracy and Completely, I hereby confirm that there is no other
fee/service which I acknowledge, gave to me, my company, and related
person/company.

Inaccurate and Incomplete, due to………………………………………………………………………

…………………………………………………………..………………………………………………

With this information, I confirm that such information of audit fee and
non-audit fee which the Company and its subsidiaries paid to me, my
company, and related person/company, are presented accuracy and
completely.

[]

  …………………………………………..

  (Miss Sukanya Sutheeprasert)

  SAM NAK-NGAN A.M.C. CO., LTD

  Auditor of Group Lease Public Co., Ltd.